SEC Approves Revisions to NYSE American Listing Standards

The SEC approved a proposed rule change by NYSE American LLC ("NYSE American") to amend its initial listing standards.

The revisions are designed to ensure adequate liquidity for listed securities by increasing market value requirements, raising minimum share prices, and excluding restricted securities from listing calculations.

Key features of the revised standards include:

• Focus on Unrestricted Publicly-Held Shares: The Exchange now excludes "Restricted Securities"—defined as those "subject to resale restrictions" due to private placements, Regulation D offerings, employee benefit plans, or lockup agreements—from its calculations of publicly-held shares. Issuers must now meet all market value requirements using only "Unrestricted Publicly-Held Shares" to better reflect actual market liquidity.
• Enhanced IPO Requirements: For companies listing in connection with an initial public offering or other underwritten offering, the Exchange now requires a minimum market value of Unrestricted Publicly-Held Shares of at least $15 million. This requirement must be satisfied solely from the offering proceeds, excluding "already outstanding shares" held by long-term investors that may not contribute to immediate trading liquidity.
• Universal $4.00 Price Floor: NYSE American raised the minimum stock price for initial listing to $4.00 per share across all four quantitative listing standards, previously $2.00 or $3.00. The Exchange stated that securities listed below $4.00 are more "susceptible to manipulation" and more likely to trade at "abnormally low price levels" over time.
• Stricter Standards for Transfers and Standard 1: The market value requirement for Initial Listing Standard 1 was increased from $3 million to $15 million. Additionally, for companies transferring from the over-the-counter market or other exchanges under Standards 3 or 4, the total market capitalization and $4.00 price requirements must now be maintained for 90 consecutive trading days prior to the application.
• Increased Equity Thresholds: For issuers seeking to qualify under Initial Listing Standard 2, the minimum stockholders’ equity requirement was raised from $4 million to $5 million to align with the standards of competing national exchanges.

In approving the proposal, the SEC found the changes consistent with SEA  6(b)(5) ("National securities exchanges"), noting that "meaningful listing standards" are critical to ensuring fair and orderly markets. The SEC agreed that excluding restricted shares and raising price thresholds would help protect investors by ensuring listed companies have a "sufficient public float [and] investor base."

The rule change was approved on an accelerated basis and became effective upon the March 27, 2026 Order date.