On August 14, 2026, the Securities and Exchange Commission approved a proposed rule change by NYSE American LLC amending Section 1003(f)(v) of the NYSE American Company Guide. The amendment establishes a new minimum trading price requirement for securities listed on NYSE American.
New Minimum Trading Price Requirement
Effective July 1, 2027, if a security’s closing price per share is less than $0.25 (the “Minimum Trading Price”) on any trading day, NYSE American will:
- Immediately suspend trading in the security; and
- Commence delisting proceedings.
Suspend Trading Immediately and No Cure Period
In general, Section 1009 of the Company Guide provides companies that are identified as being below certain continued-listing standards with an opportunity to submit a plan demonstrating how they intend to regain compliance within a period of up to 18 months. If NYSE American accepts the plan, companies are generally subject to quarterly reviews during the plan period.
The new Minimum Trading Price requirement is different. An issuer whose security closes below $0.25 will not be eligible to follow the procedures under Section 1009 and will not receive a compliance plan or cure period. An affected issuer will retain the right to appeal NYSE American’s delisting determination under Part 12 of the Company Guide, but trading in the security will be suspended immediately.
Reverse Stock Split Limitations Remain Applicable
Companies considering a reverse stock split should also evaluate the separate limitations under Sections 1003(f)(vi) and (vii) of the Company Guide. NYSE American will commence immediate suspension and delisting procedures, and the issuer will not be eligible for a compliance period under Section 1009, if the issuer:
- Has effectuated one or more reverse stock splits over the prior two-year period with a cumulative ratio of 200 shares or more to one; or
- Has effectuated a reverse stock split that results in the company’s security falling below any of the continued-listing requirements under Section 1003.
Accordingly, a reverse stock split should be evaluated together with the company’s number of publicly held shares, number of public stockholders, aggregate market value of publicly held shares, stockholders’ equity, and other applicable continued-listing requirements.
Recommended Actions for NYSE American-Listed Companies
Companies whose securities are trading near or below $0.25 should consider taking the following actions well before July 1, 2027:
- Closely monitor the security’s daily closing price and the company’s continued-listing status.
- Review whether existing stockholder authorization is sufficient to implement an appropriate reverse stock split.
- If additional authorization is required, account for the time needed to prepare and file proxy materials, obtain stockholder approval, and complete applicable state-law and exchange procedures.
- Evaluate the effect of a reverse stock split on outstanding equity awards, warrants, convertible securities, authorized shares, and contractual price or share adjustments.
- Confirm that the company will continue to satisfy all other NYSE American continued-listing requirements after implementing the reverse stock split.
- Coordinate in advance with NYSE American, the company’s transfer agent, The Depository Trust Company, and legal counsel regarding the proposed corporate action and required notices and filings.
The SEC’s approval order for the Minimum Trading Price requirement is available here.
If you have any questions regarding this alert or would like to discuss your company’s continued listing obligations, please contact a member of McCarter & English’s Corporate Practice Group.
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