SEC Approves NYSE and NYSE American $0.25 Minimum Trading Price as Continued Listing Requirement

September 9, 2026

–Client Alert

SEC Approves NYSE and NYSE American $0.25 Minimum Trading Price as Continued Listing Requirement

On August 14, 2026, the Securities and Exchange Commission (SEC) approved proposed rule changes by the New York Stock Exchange LLC (NYSE) and NYSE American LLC (NYSE American) to adopt a new continued listing requirement imposing a minimum trading price of $0.25 per share.

This approval follows the SEC’s recent approval of Nasdaq’s new $5 million Market Value of Listed Securities continued listing requirement and reflects a broader trend by the national securities exchanges to tighten continued listing standards for very low-priced and low-market-capitalization issuers.¹

Effective July 1, 2027, the new rules are expected to have a particularly significant impact on micro-cap, small-cap and development-stage public companies. Beginning on that date, a NYSE or NYSE American listed security that closes below $0.25 per share on any trading day will be subject to immediate trading suspension and delisting.

Overview of the New Requirement

Under the approved rules, NYSE and NYSE American will be required to take immediate delisting action if a listed security closes below $0.25 per share on any trading day. This represents a significant change from the exchanges’ historical approach to low-price continued listing deficiencies.

For NYSE issuers, the rule amends Section 802.01C of the NYSE Listed Company Manual. For NYSE American issuers, the rule amends Section 1003 of the NYSE American Company Guide.

If a security closes below $0.25 per share:

the applicable exchange will immediately suspend trading;
the exchange will commence delisting proceedings;
the issuer will not be eligible to submit a compliance plan or receive a cure period for that deficiency; and
the issuer may appeal the delisting determination in accordance with the applicable exchange rules.

This represents a significant departure from the traditional approach to many continued listing deficiencies, which often provide issuers with a period to regain compliance while remaining listed.

SEC’s Rationale for Approval

The SEC approved the rules on an accelerated basis after considering comments from market participants and the exchanges’ stated concerns regarding very low-priced securities. The exchanges argued that securities trading at extremely low prices may be more susceptible to volatility and market manipulation and may raise concerns regarding the maintenance of fair and orderly markets.

The SEC agreed that the rules are reasonably designed to address investor protection and market integrity concerns. In its analysis, the SEC noted that securities falling below the $0.25 threshold historically showed a significant likelihood of continuing to trade below that level and, in many cases, were later delisted for other quantitative continued listing deficiencies.

At the same time, the SEC acknowledged comments raising concerns that an automatic suspension and delisting trigger could affect issuers experiencing temporary market dislocation or short-term trading pressure. The SEC nevertheless concluded that the delayed effective date and the exchanges’ continuing appeal procedures supported approval.

Practical Impact for Listed Companies

The new minimum trading price requirement creates a material compliance consideration for NYSE and NYSE American issuers, particularly micro-cap, small-cap, development-stage and capital-intensive companies whose securities trade near or below $1.00 per share.

Unlike NYSE’s existing $1.00 average closing price requirement and Nasdaq’s existing $1.00 minimum bid price requirement, both of which generally provide issuers with a period to regain compliance, the new NYSE and NYSE American $0.25 threshold provides no cure period before suspension and delisting proceedings are initiated.

NYSE or NYSE American listed issuers should also consider the rule together with other exchange requirements and limitations, including rules relating to reverse stock splits, market capitalization, stockholders’ equity, market value of publicly held shares, public float and shareholder approval requirements. For many smaller issuers, addressing minimum trading price concerns may require advance planning and should not be left until the issuer is already approaching the $0.25 threshold.

What Public Companies Should Do Now

NYSE and NYSE American listed issuers whose securities trade at low prices should evaluate the potential impact of the new rule before the effective date.

Companies should consider:

monitoring closing trading prices on an ongoing basis, and reviewing exchange compliance holistically, including market capitalization, equity, and public float requirements;
assessing whether the company may be at risk of approaching the $0.25 threshold;
evaluating timing and corporate approvals for a potential reverse stock split;
considering capital raising or strategic alternatives where appropriate; and
developing contingency plans in the event the company’s trading price deteriorates, including considering the potential consequences of a trading suspension, delisting and a possible transition to the OTC market.

The delayed effective date of July 1, 2027 is intended to provide affected issuers with time to take proactive steps, including by seeking shareholder approval for a reverse stock split where required. Once effective, however, the rule will not provide for a traditional compliance plan or cure period.

* * * * * * * *

If you would like further information regarding the new listing standards discussed in this Client Alert or related exchange compliance matters, please contact the lawyer at Sullivan & Worcester LLP with whom you regularly consult, or any of the lawyers listed above.

This Client Alert is provided for general informational purposes only and does not constitute legal advice.

1 The SEC’s July 22, 2026 approval of Nasdaq’s $5 million Market Value of Listed Securities continued listing requirement is currently stayed pending further Commission review. For additional information, see Sullivan & Worcester LLP, SEC Stays Approval of Nasdaq’s $5 Million MVLS Continued Listing Requirement Pending Commission Review (August 3, 2026).

Viewpoints

SEC Approves NYSE and NYSE American $0.25 Minimum Trading Price as Continued Listing Requirement

Featured

Stay Connected

Careers