# Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Section 802.01C of the NYSE Listed Company Manual
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 December 3, 2025, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, 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.
[^1] 15 U.S.C. 78s(b)(1).
[^2] 15 U.S.C. 78a.
[^3] 17 CFR 240.19b-4.
**I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change**
The Exchange proposes to amend Section 802.01C of the NYSE Listed Company Manual (the “Manual”) to establish that an issuer must maintain a minimum trading price per share in order to remain listed on the Exchange. The proposed rule change is available on the Exchange's website at *www.nyse.com,* 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 802.01 of the Manual 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, [^4] stockholders' equity and global market capitalization, [^5] and minimum global market capitalization. [^6] In addition, Section 802.01D of the Manual also sets forth qualitative continued 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. [^7]
[^4] See Section 802.01A of the Manual.
[^5] See Section 802.01B of the Manual.
[^6]*Id.*
[^7] See Section 1003(c) of the Company Guide [sic].
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 trading on public markets that have a very low trading price per share. The Exchange believes that an issuer having this characteristic is potentially susceptible to manipulation and more likely to experience trading volatility in its shares. As such, the Exchange now proposes to amend Section 802.01C to specify that an issuer must maintain a certain minimum trading price per share in order to remain listed on the Exchange.
Section 802.01C of the Manual states 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 (the “Price Criteria”). 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. A company must notify the Exchange of its intent to cure the Price Criteria deficiency and 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. In the event that at the expiration of the six-month cure period, both a $1.00 closing share price on the last trading day of the cure period and a $1.00 average closing share price over the 30 trading-day period ending on the last trading day of the cure period are not attained, the Exchange will commence suspension and delisting procedures.
The Exchange maintains an ongoing dialogue with companies approaching noncompliance with the Price Criteria as well as companies working through a cure period. Regardless of where an issuer stands in its cure period, in the event that a stock trades below $0.10 per share, the Exchange promptly initiates suspension and delisting procedures. Recently, the Exchange has become aware of an increasing industry-wide trend of low-priced stocks trading on national securities exchanges. The Exchange believes that low priced stocks have a greater chance of being manipulated or experiencing trading volatility. Accordingly, the Exchange believes it is appropriate to establish a minimum trading price for a security to remain listed on the Exchange.
The Exchange proposes to amend Section 802.01C of the Manual to specify that if a security's close price per share is less than $0.25 (the “Minimum Trading Price”) on any trading day, the Exchange will immediately suspend trading and commence delisting proceedings. In the Exchange's experience securities that trade at abnormally low prices are typically unable to recover to any meaningful degree. Accordingly, the Exchange proposes to specify in Section 802.01C that a security that closes below the Minimum Trading Price will not be entitled to submit a plan to regain compliance pursuant to Sections 802.02 and 802.03 of the Company Guide. The Exchange proposes to make this change effective October 1, 2026. Providing a transition period before the rule is effective will afford issuers time to implement reverse stock splits to increase their share price before the new requirement is in place. The Exchange notes that its rules prohibiting one or more reverse stock splits with a cumulative ratio of 200 shares or more to one in a two-year period will remain in place. [^8]
[^8] See Section 1003(f)(vi) of the Company Guide [sic].
The Exchange also proposes to clarify that, consistent with its general authority under Section 802.1D of the Manual to suspend trading in the event of any condition that makes further dealings on the Exchange inadvisable or unwarranted, it may suspend trading in a security that has experienced a precipitous decline and is at an abnormally low level even if such security has not fallen below the Minimum Trading Price at the market close. In the Exchange's experience, under those conditions a security's trading price is generally unable to recover and it is appropriate for the Exchange to take action.
**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 [^9] and furthers the objectives of Section 6(b)(5) of the Act [^10] 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.
[^9] 15 U.S.C. 78f(b).
[^10] 15 U.S.C. 78f(b)(5).
In particular, the Exchange believes that establishing a Minimum Trading Price 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 very low price per share are more susceptible to trading volatility and market manipulation. By adopting clear standards that prohibit such companies from remaining listed on the Exchange, the Exchange is therefore protecting investors and the public interest.
As discussed above, the Exchange believes that securities that trade below the Minimum Trading Price are more susceptible to trading volatility and market manipulation. The Exchange believes it is appropriate to establish a clear continued listing standard in this regard to limit the likelihood of problematic trading and provide clarity to listed issuers. Further, the Exchange believes it is appropriate to provide issuers with a transition period before effectiveness of the Minimum Trading Price requirement to afford time to implement a reverse stock split in anticipation of the new requirement.
**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 trading price standard for issuers listed on the Exchange. The Exchange believes that securities that trade at very low prices are more likely to experience trading volatility and potentially be the subject of manipulation. 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**
• Use the Commission's internet comment form ( *https://www.sec.gov/rules/sro.shtml* ); or
• Send an email to *[email protected].* Please include file number SR-NYSE-2025-43 on the subject line.
**Paper Comments**
• 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 ( *https://www.sec.gov/rules/sro.shtml* ). 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 on or before January 7, 2026.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. [^11]
[^11] 17 CFR 200.30-3(a)(12).
Sherry R. Haywood,
Assistant Secretary.