Notice2026-06251
Self-Regulatory Organizations; NYSE American LLC; 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 Initial Listing Standards Set Forth in Sections 101 and 102 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
April 1, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 62 (Wednesday, April 1, 2026)</title>
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[Federal Register Volume 91, Number 62 (Wednesday, April 1, 2026)]
[Notices]
[Pages 16262-16267]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-06251]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105105; File No. SR-NYSEAMER-2026-02]
Self-Regulatory Organizations; NYSE American LLC; 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
Initial Listing Standards Set Forth in Sections 101 and 102 of the NYSE
American Company Guide
March 27, 2026.
I. Introduction
On January 29, 2026, 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 the initial listing standards set forth
in Sections 101 and 102 of the NYSE American Company Guide (``Company
Guide''). The proposed rule change was published for comment in the
Federal Register on February 4, 2026.\3\ On March 20, 2026, pursuant to
Section 19(b)(2) of the Act,\4\ the Commission designated a longer
period within which to take action on the proposed rule change.\5\ On
March 20, 2026, the Exchange filed Amendment No. 1 to the proposed rule
change, which superseded the original proposed rule change in its
entirety.\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. 104760 (Jan. 30,
2026), 91 FR 5119 (``Notice'').
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 105060, 91 FR 14604
(March 25, 2026). The Commission designated May 5, 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.
\6\ Amendment No. 1 to the proposed rule change added an
explanation for the Exchange's proposed amendment to the
stockholders' equity requirement of Initial Listing Standard 2 as
set forth in Section 101(b)(2) of the Company Guide. 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-2026-02/srnyseamer202602-731567-2276994.pdf">https://www.sec.gov/comments/sr-nyseamer-2026-02/srnyseamer202602-731567-2276994.pdf</a> (``Amendment No. 1'').
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[[Page 16263]]
The Commission has received no comment letters on the proposed rule
change. The Commission is publishing this notice to solicit comments on
the proposed rule change, as modified by Amendment No. 1, from
interested persons and is approving the proposed rule change, as
modified by Amendment No. 1, on an accelerated basis.
II. Description of the Proposed Rule Change, as Modified by Amendment
No. 1
The Exchange proposes several amendments to Sections 101 and 102 of
the Company Guide to increase the Exchange's requirements for initial
listing and help ensure adequate liquidity for listed securities. The
Exchange also proposes to make conforming changes to Section 1003(b)(i)
of the Company Guide.
Unrestricted Publicly-Held Shares Requirements for Initial Listing
Section 101 of the Company Guide sets forth four quantitative
initial listing standards, one of which must be met for an issuer to
qualify for initial listing on the Exchange.\7\ Each of the Initial
Listing Standards requires an issuer to satisfy a required market value
of publicly-held shares.\8\ Currently, securities subject to resale
restrictions are not excluded from the Exchange's market value of
publicly-held shares calculations. The Exchange states that a security
with a substantial number of restricted securities could satisfy the
Exchange's initial listing requirements and list on the Exchange, even
though, as a result of the resale restrictions, the security is
illiquid.\9\ According to the Exchange, it is concerned that illiquid
securities may trade infrequently, in a more volatile manner, with a
wider bid-ask spread, and could be more susceptible to price
manipulation.\10\
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\7\ See Section 101(a) of the Company Guide (``Initial Listing
Standard 1''); Section 101(b) of the Company Guide (``Initial
Listing Standard 2''); Section 101(c) of the Company Guide
(``Initial Listing Standard 3''); and Section 101(d) of the Company
Guide (``Initial Listing Standard 4'') (together, the ``Initial
Listing Standards'').
\8\ See Section 101 of the Company Guide. See also Section
102(b) of the Company Guide (setting forth a minimum market value of
publicly-held shares for issuers seeking to qualify for listing
under Initial Listing Standard 1).
\9\ See Amendment No. 1, supra note 6, at 5.
\10\ See id.
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To address this concern, the Exchange proposes to adjust the market
value of publicly-held shares requirements applicable to the Initial
Listing Standards so that they can be met only on the basis of
unrestricted publicly-held shares, as described below. The Exchange
states that excluding restricted securities will better reflect the
liquidity of, and investor interest in, a security.\11\
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\11\ See id.
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In connection with this change, the Exchange proposes to add to
Section 101 new definitions for ``Restricted Securities,'' ``Publicly-
Held Shares,'' ``Unrestricted Securities'' and ``Unrestricted Publicly-
Held Shares.'' For purposes of Section 101, the Exchange proposes to
define ``Restricted Securities'' as 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
placements or Regulation D offerings; \12\ (2) acquired through an
employee stock benefit plan or as compensation for professional
services; \13\ (3) acquired in reliance on Regulation S, which cannot
be resold within the United States; \14\ (4) subject to a lockup
agreement or a similar contractual restriction; \15\ or (5) considered
``restricted securities'' under Rule 144.\16\ The Exchange proposes to
define ``Publicly-Held Shares'' as 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. The Exchange proposes to define ``Unrestricted Securities'' as
securities that are not Restricted Securities. And the Exchange
proposes to define ``Unrestricted Publicly-Held Shares'' as Publicly-
Held Shares that are Unrestricted Securities.\17\
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\12\ See, e.g., 17 CFR 230.144(a)(3)(i) and (ii) (stating that
securities acquired from the issuer in transactions not involving
any public offering or are subject to the resale limitations under
Regulation D are considered restricted securities).
\13\ See, e.g., 17 CFR 230.701(g) (stating that securities
issued pursuant to certain compensatory benefit plans and contracts
relating to compensation are considered restricted securities).
\14\ See 17 CFR 230.144(a)(3)(v) (stating that securities of
domestic issuers acquired in a transaction in reliance on Regulation
S are considered restricted securities).
\15\ The Exchange states that 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 Commission or in a transaction exempt from the
registration requirements, such as the exemption available under
Rule 144. See Amendment No. 1, supra note 6, at 6, n. 8.
\16\ See 17 CFR 230.144(a)(3) (defining ``restricted
securities'').
\17\ The Exchange states that the proposed definitions are
substantively identical to those included in the rules of The Nasdaq
Stock Market LLC (``Nasdaq''). See Amendment No. 1, supra note 6, at
10 (citing Nasdaq Rule 5005(a)). See also Securities Exchange Act
Release No. 86314 (July 5, 2019), 84 FR 33102 (July 11, 2019) (SR-
NASDAQ-2019-009) (Notice of Filing of Amendment No. 3 and Order
Granting Accelerated Approval of a Proposed Rule Change, as Modified
by Amendment No. 3, to Revise the Exchange's Initial Listing
Standards Related to Liquidity) (approving a requirement to
calculate market value of publicly-held shares based on unrestricted
securities only and adopting associated definitions) (``Nasdaq 2019
Order'').
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Initial Listing Standard 2, Initial Listing Standard 3, and Initial
Listing Standard 4 currently require that an issuer must have a market
value of shares publicly held of $15,000,000, $15,000,000, and
$20,000,000, respectively. The Exchange proposes that each of these
numerical requirements instead be met based on the market value of
Unrestricted Publicly-Held Shares. Initial Listing Standard 1, through
reference to Section 102(b) of the Company Guide, currently requires
that an issuer must have an aggregate market value of publicly-held
shares of $3,000,000. The Exchange proposes to replace the existing
market value of publicly-held shares requirement for Initial Listing
Standard 1 contained in Section 102(b) with a requirement of
$15,000,000 in market value of Unrestricted Publicly-Held Shares and to
move this requirement to Section 101(a).\18\
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\18\ The Exchange states that Nasdaq previously adjusted all of
its publicly-held shares requirements to represent requirements for
unrestricted publicly-held shares. See Amendment No. 1, supra note
6, at 6 (citing Nasdaq 2019 Order).
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In addition, the Exchange proposes to make changes to Sections 102
and 1003(b)(i) of the Company Guide to clarify that the proposed
definition of Publicly-Held Shares in Section 101 of the Company Guide
is also applicable to those sections. Specifically, Section 102
currently provides that the terms ``public distribution'' and ``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. As amended, while these terms
will apply to both shareholders of record and beneficial holders, they
will include only Publicly-Held Shares as defined in Section 101 for
purposes of calculation.\19\ 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
[[Page 16264]]
provision will provide for delisting when the number of Publicly-Held
Shares (as defined in Section 101 as proposed to be amended) is less
than 200,000.\20\ 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 provide for delisting if the total number of
holders of Publicly-Held Shares is less than 300.\21\ 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 is less than
$1,000,000 for more than 90 consecutive days.\22\
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\19\ See proposed Section 102 of the Company Guide.
\20\ See proposed Section 1003(b)(i)(A) of the Company Guide.
\21\ See proposed Section 1003(b)(i)(B) of the Company Guide.
\22\ See proposed Section 1003(b)(i)(C) of the Company Guide.
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Unrestricted Publicly-Held Shares Requirement for Companies Listing in
Connection With an Underwritten Public Offering
Currently, when applying the Initial Listing Standards 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 counted as
publicly-held shares and are additive to the shares being sold in the
offering. The Exchange states that it 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.\23\ The Exchange states 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.\24\
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\23\ See Amendment No. 1, supra note 6, at 7.
\24\ See id.
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Consequently, the Exchange proposes to add a requirement to Section
101 of the Company Guide that will provide that, in addition to meeting
all of the requirements of one of the Initial Listing Standards, 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. This
requirement must be satisfied from the offering proceeds.\25\ The
Exchange states that a company listing under Initial Listing Standard 4
also will be required to have $20,000,000 in market value of
Unrestricted Publicly-Held Shares.\26\ The Exchange states that in its
experience, the market for securities that list after IPOs or other
underwritten offerings that are smaller than $15,000,000 has tended to
be less liquid and those companies are more likely to fall below
compliance with continued listing standards.\27\
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\25\ See proposed Section 101 of the Company Guide. The Exchange
states that companies listing on Nasdaq's Capital Market listing
tier must have a market value of unrestricted publicly-held
securities of $15,000,000 and companies listing in conjunction with
an IPO must meet this requirement solely with the offering proceeds.
See Amendment No. 1, supra note 6, at 7 (citing Nasdaq Rules
5505(b)(1)(B), 5505(b)(2)(C), and 5505(b)(3)(C)).
\26\ See Amendment No. 1, supra note 6, at 7 (citing Section
101(d)(2) of the Company Guide).
\27\ See Amendment No. 1, supra note 6, at 7. The Exchange
states that the proposed approach is consistent with a recently-
adopted amendment to the Nasdaq listing rules. See id. (citing
Securities Exchange Act Release No. 102622 (Mar. 12, 2025), 90 FR
12608 (Mar. 18, 2025) (SR-NASDAQ-2024-084) (Notice of Filing of
Amendment No. 1 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 1, to Modify
Certain Initial Listing Liquidity Requirements).
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$4.00 Stock Price Requirement for Initial Listing
Currently, Section 102(b) of the Company Guide provides that the
Exchange requires a minimum market price of $3.00 per share for
applicants seeking to qualify for listing pursuant to Initial Listing
Standard 1, Initial Listing Standard 2, or Initial Listing Standard 4,
and a minimum market price of $2.00 per share for applicants seeking to
qualify for listing pursuant to Initial Listing Standard 3. The
Exchange proposes to amend these requirements to provide that companies
seeking to list under any of the Initial Listing Standards will be
required to have a stock price of $4.00 per share and to move these
requirements from Section 102(b) to Section 101(a)-(d) of the Company
Guide.\28\ The Exchange states that companies that have listed with a
stock 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.\29\
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\28\ See proposed Sections 101 and 102 of the Company Guide.
\29\ See Amendment No. 1, supra note 6, at 8. The Exchange
states that the proposed $4.00 stock price requirement is consistent
with the initial listing requirement for all common stock listings
on the New York Stock Exchange LLC (``NYSE'') and for the listing of
companies on Nasdaq's Capital Market listing tier, subject to the
exception from the penny stock rule. See id. See also 17 CFR
240.3a51-1 (defining ``penny stock''). The Exchange also states that
the proposed $4.00 stock price is consistent with the price
requirement to meet the exception from the definition of penny stock
in Rule 3a51-1(a)(2). See Amendment No. 1, supra note 6, at 8
(citing 17 CFR 240.3a51-1(a)(2)(i)(C)). The Exchange states that
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. See Amendment No. 1, supra note 6, at
8, n.17.
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Measurement of Total Market Capitalization and Stock Price Requirements
Currently, Initial Listing Standard 3 requires a total market
capitalization of $50,000,000 and 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.\30\ The Exchange states that, 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.\31\ However, Initial Listing Standard 3 and
Initial Listing Standard 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 Standard 3 and Initial Listing Standard 4 to provide
that current publicly-traded companies listing 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 stock price
requirement over that same period.\32\
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\30\ See Section 101(c) and (d) of the Company Guide.
\31\ See Amendment No. 1, supra note 6, at 8.
\32\ See Section 101(c) and (d) of the Company Guide. The
Exchange states that the proposed approach is the same as that
adopted by the NYSE in applying its global market capitalization
test for initial listing and by Nasdaq's Capital Market listing tier
in listing companies that qualify solely under its market value of
listed securities standard. See Amendment No. 1, supra note 6, at 9
(citing Section 102.01C(II) of the NYSE Listed Company Manual;
Nasdaq Rule 5505(b)(2)(A)).
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[[Page 16265]]
Stockholders' Equity Requirement
Currently, Initial Listing Standard 2 requires stockholders' equity
of at least $4,000,000, along with two years of operations, and a
market value of publicly-held shares of $15,000,000, among other
requirements.\33\ The Exchange proposes to increase the stockholders'
equity requirement in Initial Listing Standard 2 to $5,000,000.\34\
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\33\ See Section 101(b) of the Company Guide.
\34\ See proposed Section 101(b)(2) of the Company Guide. The
Exchange states that the proposed change is consistent with a
comparable requirement for initial listing on Nasdaq's Capital
Market listing tier under its equity standard and will align the
Exchange's Initial Listing Standard 2 with its competitor exchanges.
See Amendment No. 1, supra note 6, at 8 (citing Nasdaq Rule
5505(b)(1)(A)).
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III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities
exchange.\35\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\36\ which
requires, among other things, that the rules of an 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 mechanisms 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.
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\35\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\36\ 15 U.S.C. 78f(b)(5).
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The development and enforcement of meaningful listing standards
\37\ 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.\38\
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\37\ This reference to ``listing standards'' is referring to
both initial and continued listing standards.
\38\ 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, the Exchange has proposed to make more rigorous
certain of its initial listing standards to help ensure adequate
liquidity for its listed securities. Specifically, the Exchange
proposes to exclude securities subject to resale restrictions from the
Exchange's calculations of market value of publicly-held shares and
require issuers seeking to list under the Initial Listing Standards to
satisfy these requirements based on the market value of Unrestricted
Publicly-Held Shares. Under the Exchange's current initial listing
standards, a security that may not have a substantial number of
unrestricted, freely transferable securities outstanding and may be
considered illiquid may nevertheless satisfy the Exchange's current
initial listing requirements related to liquidity and qualify to list
on the Exchange. The Exchange states that illiquid securities may trade
infrequently and may experience greater volatility, have a wider bid-
ask spread, and be more susceptible to price manipulation.\39\ Further,
the exclusion of Restricted Shares from the market value of publicly-
held shares requirement, as well as the related definitions, are
substantially similar to the rules of another national securities
exchange.\40\
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\39\ See supra note 10 and accompanying text.
\40\ See supra notes 17 and 18.
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Excluding Restricted Securities from the Exchange's calculations of
market value of publicly-held shares should allow the Exchange to more
accurately determine whether a security has adequate distribution and
liquidity and is thus suitable for listing and trading on the Exchange.
The proposed amendments should help to ensure that the Exchange lists
only securities with a sufficient market, with adequate depth and
liquidity, and with sufficient investor interest to support an exchange
listing. Accordingly, the proposed changes to the Exchange's
calculation of a company's market value of publicly-held shares
requirements for purposes of qualifying the company's securities for
initial listing, including the proposed new definitions of ``Restricted
Securities,'' ``Publicly-Held Shares,'' ``Unrestricted Publicly-Held
Shares,'' and ``Unrestricted Securities,'' are consistent with the
protection of investors, the prevention of fraudulent and manipulative
acts and practices, and the promotion of fair and orderly markets.
While the numerical value of the market value of publicly-held
shares requirement associated with Initial Listing Standard 2, Initial
Listing Standard 3, and Initial Listing Standard 4 will not change, the
Exchange proposes to raise the numerical value of the market value of
publicly-held shares requirement associated with Initial Listing
Standard 1 to require these companies to have $15,000,000 in market
value of Unrestricted Publicly-Held Shares. The current numerical value
required under Initial Listing Standard 1, at $3,000,0000, is
substantially lower than the requirement under the other Initial
Listing Standards (i.e., $15,000,000 or $20,000,000). The proposed
amendments will bring the market value of Unrestricted Publicly-Held
Shares requirement for Initial Listing Standard 1 to the same level as
Initial Listing Standard 2 and Initial Listing Standard 3. The proposal
is reasonably designed to enhance the Exchange's initial listing
standards, particularly those involving issuers with low public float
and liquidity, thereby protecting investors and the public interest.
The proposal reasonably addresses a gap in the Exchange's liquidity
requirements for initial listing that potentially allows issuers that
may not have sufficient levels of liquidity to list on the Exchange.
The Exchange also proposes to provide that, in addition to meeting
all of the requirements of one of the Initial Listing Standards, any
company listing in connection with an IPO (including through the
issuance of American Depository Receipts) or other
[[Page 16266]]
underwritten offering must have a market value of Unrestricted
Publicly-Held Shares of at least $15,000,000 and that such standard be
met solely from proceeds of the offering. The Initial Listing Standards
currently allow companies to include Already Outstanding Shares in
calculating their market value of publicly-held shares. The Exchange
states that Already Outstanding Shares may not contribute to liquidity
to the same extent as shares sold in a public offering.\41\ According
to the Exchange, companies meeting the market value of publicly-held
shares requirement by including Already Outstanding Shares are more
likely to be subject to volatile trading than similarly situated
companies that meet the requirement with only the proceeds from the
offering.\42\ The Exchange also states that offerings smaller than
$15,000,000 tend to be less liquid and those companies are more likely
to fall below compliance with continued listing standards.\43\ The
exclusion of Already Outstanding Shares from the market value of
publicly-held shares requirement for companies listing in connection
with an IPO or other underwritten public offering is substantially
similar to the rules of another national securities exchange.\44\ The
proposed amendments to require companies listing in connection with an
IPO or other underwritten public offering to have $15,000,000 market
value of Unrestricted Publicly-Held Shares, as satisfied from the
offering proceeds, should allow the Exchange to better determine
whether a security has adequate liquidity and thus is suitable for
listing and trading on the Exchange, thus helping to ensure that there
is sufficient liquidity to provide price discovery and support a fair
and orderly market.
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\41\ See supra note 24 and accompanying text.
\42\ See supra note 23 and accompanying text.
\43\ See supra note 27 and accompanying text.
\44\ See supra note 27 and accompanying text.
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The Exchange proposes to require a $4.00 stock price for initial
listing under any of the Initial Listing Standards. Companies listing
on the Exchange under the Initial Listing Standards currently must have
a minimum market price of $2.00 or $3.00, depending on the standard
used to qualify for listing. The current $2.00 or $3.00 standard is
generally lower than the minimum price required for listing on other
national securities exchanges, whereas the proposed $4.00 standard is
consistent with the initial listing requirements of other national
securities exchanges.\45\ The Exchange states that companies that have
listed with a share price of less than $4.00 are more likely to trade
at abnormally low price levels, making them potentially susceptible to
manipulation.\46\ The proposed amendment to require a minimum stock
price of $4.00 for initial listing on the Exchange should help the
Exchange to protect investors, prevent fraudulent and manipulative
acts, and practices and promote fair and orderly markets.
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\45\ See supra note 29. As described above, the Exchange is able
to take advantage of a ``grandfather'' provision that excludes such
securities from the definition of penny stock. See supra note 29.
\46\ See supra note 29 and accompanying text.
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The Exchange proposes to provide that for current publicly-traded
companies listing under Initial Listing Standard 3 and Initial Listing
Standard 4, the total market capitalization and $4.00 stock price
requirements be met for 90 consecutive trading days. The proposed
procedures are the same as those used by other national securities
exchanges for similar requirements.\47\ These amendments should allow
the Exchange to better determine whether the security will have
adequate liquidity to support fair and orderly markets and will provide
greater clarity and certainty as to the application of those rules to
companies seeking listing that are publicly-traded on the over-the-
counter market or transferring from another national securities
exchange.
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\47\ See supra note 32.
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Finally, the Exchange proposes to increase the stockholders' equity
requirement for companies listing under Initial Listing Standard 2 to
$5,000,000. This amendment will raise the stockholders' equity
requirement in Initial Listing Standard 2 to be consistent with the
stockholders' equity requirement in a similar initial listing standard
of another national securities exchange.\48\ This is amendment is
consistent with the protection of investors and should help the
Exchange to promote fair and orderly markets for companies that list
under Initial Listing Standard 2.
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\48\ See supra note 34.
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In general, the proposed changes to the Exchange's initial listing
standards should help to ensure that the Exchange lists only securities
with a sufficient market, with adequate depth and liquidity, and with
sufficient investor interest to support an exchange listing.
For the foregoing reasons, the Commission finds that the proposal
is consistent with the Act.
IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule
Change
Interested persons are invited to submit written data, views, and
arguments concerning whether the proposed rule change, as modified by
Amendment No. 1, 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#f082859c95dd939f9d9d959e8483b0839593de979f86"><span class="__cf_email__" data-cfemail="4d3f382128602e2220202823393e0d3e282e632a223b">[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 April 22, 2026.
V. Accelerated Approval of the Proposed Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of notice of the filing of Amendment No.
1 in the Federal Register. Amendment No. 1 provides additional clarity
to the proposal by providing an explanation for Exchange's proposed
amendment to the stockholders' equity requirement of Initial Listing
Standard 2, as set forth in Section 101(b)(2) of the Company Guide. In
addition, the original proposal
[[Page 16267]]
has been subject to public comment \49\ and no comments have been
received.
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\49\ See Notice, supra note 3.
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Amendment No. 1 does not raise any novel regulatory issues that
have not previously been subject to comment. Accordingly, the
Commission finds good cause, pursuant to Section 19(b)(2) of the
Act,\50\ to approve the proposed rule change, as modified by Amendment
No. 1, on an accelerated basis.
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\50\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\51\ that the proposed rule change (SR-NYSEAMER-2026-02), as
modified by Amendment No. 1, be and hereby is approved on an
accelerated basis.
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\51\ Id.
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For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\52\
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\52\ 17 CFR 200.30-3(a)(12).
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-06251 Filed 3-31-26; 8:45 am]
BILLING CODE 8011-01-P
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