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NYSE American Proposed Initial Listing Rule Changes

Thursday, January 8, 2026, the New York Stock Exchange (“NYSE”) filed a proposed rule change regarding the NYSE American’s initial listing standards with the Securities and Exchange Commission (“SEC”) for public comment, review and approval.
With respect to initial listing standard 1, the publicly-held shares requirement will be a new minimum standard of $15,000,000 which will exclude previously issued shares (“Already Outstanding Shares”) that are not held by an officer, director or 10% shareholder of the company. In other words, the $15,000,000 must be satisfied from the offering proceeds.

All of the market value of publicly-held shares requirements for initial listing in Section 101 of the NYSE American Company Guide can be met only on the basis of “unrestricted publicly-held shares.”  The following are the proposed new definitions:
  • “Unrestricted publicly held shares” would be defined as publicly held shares excluding the newly defined “unrestricted securities.”
  • “Publicly-held shares” means issued and outstanding shares excluding shares held by directors, officers, or their immediate families and other concentrated holdings of 10% or more.
  • “Unrestricted securities” means any securities that are not restricted securities.
  • “Restricted securities” will include any securities subject to resale restrictions for any reason, including, but not limited to, restricted securities:
    • acquired directly or indirectly from the issuer or an affiliate of the issuer in unregistered offerings such as private placements or Regulation D offerings;
    • acquired through an employee stock benefit plan or as compensation for professional services;
    • acquired in reliance on Regulation S, which cannot be resold within the United States;
    • subject to a lockup agreement or a similar contractual restriction; or
    • considered “restricted securities” under Rule 144.
Companies seeking to list will be required to have a minimum market price of $4.00 per share.

Initial Listing Standard 3 currently requires a total market capitalization of $50,000,000. 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.

In applying these total market capitalization standards when a company lists in connection with an IPO or other underwritten offering, the NYSE American uses the public offering price for determining whether the company has met the total market capitalization requirement.
However, Initial Listing Standards 3 and 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 NYSE American also proposes to amend Initial Listing Standards 3 and 4 to provide that applicants 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 price requirement over that same period.
NOTE also that on December 11, 2025, the listing fees on the NYSE American changed to: a flat original listing fee of $75,000 for all stock issues; and the annual fee for issuers with 50 million or fewer shares outstanding of $65,000, and the annual fee for issuers with more than 50 million shares outstanding of $84,000.