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Issuers and their counsel often ask how NYSE American approaches "minimum price" considerations where the NYSE American LLC Company Guide (the "Company Guide") does not prominently state a simple minimum bid requirement. The practical framework is grounded in NYSE American's low selling price and suitability standards under Section 1003(f)(v), which provide the exchange with flexibility to address prolonged low-priced trading in a manner tailored to the facts and circumstances of a particular issuer. Compare this with the framework under the Nasdaq Stock Market LLC ("Nasdaq") for issuers listed on the Nasdaq, which is more explicit in its "minimum bid price" requirement. Under the Nasdaq Rules, companies with an average closing bid price below $1.00 per share for 30 consecutive trading days receive a deficiency notice and may eventually be subject to delisting if the bid price deficiency is not cured within any applicable compliance periods provided by Nasdaq. Nasdaq has more recently amended its listing rules to provide that a company whose securities trade at or below $0.10 for ten consecutive business days is subject to an immediate suspension of trading and the issuance of a Nasdaq Staff Delisting Determination letter which may be appealed. In a similar move towards more exacting listing standards, NYSE American has recently expressed the possibility of adopting both a hard floor price requirement and a faster security suspension framework.
No Standalone Bright-Line "$1 Rule" Under the Company Guide
Unlike the NYSE "Big Board" and Nasdaq Listing Rules, NYSE American's published materials do not presently highlight a single, numerical minimum bid price rule as the core continued listing standard. Instead, price is addressed through:
- Section 1003(f)(v)'s "Low Selling Price Issues" provision, which authorizes the exchange to determine that a reverse stock split is appropriate where a security has traded at a low price for a substantial period of time; and
- A suitability analysis—whether the security remains appropriate for auction market trading—applied alongside other continued listing criteria such as market capitalization and shareholder distribution.
For practitioners, this means that as of now the focus is less on a formal, bright-line minimum (like Nasdaq's $1.00 minimum bid price requirement) and more on how the issuer's trading profile fits within NYSE American's broader market quality and investor protection framework.
Section 1003(f)(v): Low Selling Price Issues
Section 1003(f)(v) of the NYSE American Company Guide provides that, in the case of a common stock selling for a substantial period at a low price per share, NYSE American may deem it appropriate for the issuer to effect a reverse stock split and, if the issuer does not do so within a reasonable time after notification, the exchange may proceed toward delisting. In reaching that judgment, the exchange considers "all pertinent factors," including:
- General market conditions.
- The number of shares outstanding.
- Management's plans.
- Applicable regulatory constraints in the issuer's jurisdiction.
- The relationship to other continued listing policies.
- For foreign issuers, home-country practice regarding low-priced trading.
This structure allows NYSE American to respond proportionately to differing issuer profiles, rather than applying a single inflexible numerical threshold.
Compare this to Nasdaq's bright-line $1.00 minimum bid price requirement where a company is issued a deficiency notice if the average minimum bid price of their shares is below $1.00 for 30 consecutive trading days regardless of issuer profiles. To regain compliance, a company must maintain a minimum bid price of $1.00 for ten consecutive trading days within the applicable compliance periods provided by Nasdaq or they may otherwise be subject to delisting. In early 2026, Nasdaq further tightened its minimum bid price rules by stating that if a company's security has a closing bid price of $0.10 or less for ten consecutive business days, that security will be suspended from trading and the exchange will issue a Staff Delisting Determination letter. Under this accelerated delisting regime, Nasdaq does not permit the company a compliance period. This means that the stock cannot trade on Nasdaq while the company fights delisting at a headings panel.
"Early Warning" Practice Around $1.00
Unlike Nasdaq, many issuers first encounter NYSE American's low price framework through an "early warning" communication rather than a formal deficiency notice once their stock trades below $1.00 over a 30‑trading‑day average. In previous informal correspondence with the staff of the NYSE American, they have explained that:
- The exchange routinely provides a warning to any company whose stock price falls below $1.00 over a 30‑trading‑day average;
- the outreach is simply a courtesy to educate the company on the NYSE American's listing standards and does not require public disclosure; and
- in accordance with Section 1003(f)(v) of the NYSE American Company Guide, the staff may deem it appropriate for the company to effectuate a reverse stock split.
For issuers and counsel, we believe this illustrates that sub‑$1.00 trading typically initiates a consultative process focused on options to address sustained low prices—potentially including, but not limited to, a reverse split—rather than immediate delisting. Compare this to the Nasdaq process where listed companies are not provided with the same consultative process but rather are issued a listing deficiency letter upon non-compliance with the minimum bid price requirement. The deficiency letter grants the company a 180-calendar-day period to regain compliance, which may be extended an additional 180-calendar-days by Nasdaq if they are notified by a company of its intent to cure the deficiency, including through a reverse split. Both NYSE American and Nasdaq have amended their rules, however, to limit companies from effecting multiple reverse splits to maintain required listing prices. Specifically, NYSE American and Nasdaq limit issuers who have effected reverse splits in a two-year period with cumulative ratios of 200 and 250 shares or more respectively. These rules provide that companies who effect a reverse split in any 12-month period will not be eligible for any compliance period to cure a minimum bid price deficiency.
"Abnormally Low" Levels and the $0.10 Guidepost
The same communication also clarifies how NYSE American views the lower bound of suitable trading levels.
The NYSE American can commence delisting proceedings and immediately suspend trading in the event that the Company's common stock trades at levels viewed to be abnormally low and no longer suitable for listing pursuant to Section 1003(f)(v).
The exchange generally views trading below a price of $0.10 to be abnormally low.
This language does not create a separate, codified minimum price rule, but it provides a transparent guidepost: while the exchange may work with issuers that are trading below $1.00 for a substantial period, it may determine that trading near or below $0.10 is no longer suitable for listing and may move more quickly to suspend and delist the company's security.
Nasdaq has a similar process but with a longer runway for delisting procedures. Nasdaq will issue a delisting determination letter and will suspend trading when a company's security has a closing bid price of $0.10 or less for ten consecutive business days. In such instances, the issuer would not be eligible for any compliance period typically provided to companies when they fall below the $1.00 minimum bid price threshold.
Illustrative Experience: Extended Sub‑$1 Trading
The experience of an issuer listed on NYSE American since November 2023, whose stock has traded below $1.00 for approximately 1½–2 years, helps illustrate how this framework operates in practice.
The issuer did not receive an immediate delisting notice upon falling below $1.00 but instead received an early‑warning email once its 30‑day average price remained below that level, with the NYSE staff indicating that a reverse split "may be appropriate" under Section 1003(f)(v).
NYSE American also made clear that, if the stock were to trade at "abnormally low" levels—generally below $0.10—the exchange could immediately suspend trading and commence delisting proceedings.
This pattern reflects a graduated approach: extended sub‑$1.00 trading can be addressed through monitoring and dialogue, whereas trading approaching "abnormally low" levels may warrant more immediate action to maintain market quality. However, NYSE has recently announced plans to revisit its approach to sub-$1.00 trading.
NYSE's Proposed Rule Amendment to Minimum Trading Price
On December 3, 2025, NYSE American filed a proposed rule change to adopt a new $0.25 minimum trading price. The new proposal states that if at any time a security's closing price is less than $0.25, the NYSE American will immediately suspend trading and commence delisting procedures with no cure period or the ability to submit a compliance plan to NYSE for regaining compliance.
The proposal further states that NYSE American may take action in situations where the issuer's security has experienced a precipitous decline and is at an abnormally low level. This creates a possibility where NYSE American may move to delist an issuer even if the security has not fallen below the proposed $0.25 minimum trading requirement. If adopted, this amendment would represent a significant shift in the level of scrutiny NYSE American has afforded issuers. Compare this to Nasdaq's recent change to pursue the suspension of trading and the initiation of delisting proceedings once a company's security trades under $0.10 for ten consecutive days. NYSE American has thus taken an even more aggressive approach by raising the minimum bid price to $0.25 as opposed to Nasdaq's $0.10 minimum bid price.
NYSE American intends to implement this amendment on October 1, 2026. This will give issuers time to prepare for this new "hard floor." Counsel and issuers ought to use this time wisely to update internal compliance regimes and re-evaluate their approach to maintaining an issuer's minimum bid price. Issuers who are contemplating reverse splits that require stockholder approval.
Preparation Tips for Issuers and Counsel
Given the significant changes proposed by NYSE American, issuers, and their legal advisers, may wish to consider the following preparation tips in advance of October 1, 2026:
Prepare a sophisticated monitoring program: The Company should have an active security monitoring program that includes: the daily close, VWAP volume, volatility and short interest. The board should receive regular updates on trading levels and document its consideration of alternatives and engagement with the exchange. For example, the Company could:
- Treat a sustained 30‑day average below $1.00 as a point to engage with NYSE American, review Section 1003(f)(v), and consider an appropriate response plan (which may include a reverse split, capital markets initiatives, or other measures).
- Recognize that trading closer to $0.50 represents a danger zone, with a correspondingly higher risk of immediate suspension and initiation of delisting proceedings as the security's price approaches the proposed hard floor of $0.25.
- Alert counsel and investor relations once trading hits $0.30 and begin proactively taking steps to initiate an emergency compliance plan should the security be delisted.
Ensure price crisis readiness: The Company should have a plan in place if its security experiences "one bad close." The Company can take the following contingency actions to be ready to act on short notice should its trading price fall below $0.25:
- Ensure proxy materials and shareholder approval documents for a reverse stock split are drafted and ready for the board to execute on short notice.
- Simulate and discuss with legal counsel and investor relations as to next steps regarding a $0.25 close.
- Ensure management and counsel are in alignment with respect to: press release posture, designated point of contact with NYSE American, reverse stock split procedures and lawful emergency price stabilization measures.
While it is not always possible to predict or overcome a sustained drop in a security's trading price, precautionary steps in advance of NYSE American's new rule may prove crucial in the event a company's stock hits $0.25.
Ensure risk factor disclosures are up-to-date: Listed issuers that have experienced low trading price issues should ensure that their risk factor disclosure is updated to include a discussion of NYSE's the new potential $0.25 minimum price rule and the risks of having a volatile share price and/or prices trading below required thresholds if such rule is formally adopted by the exchange. Furthermore, issuers who have implemented reverse stock splits in the past to cure stock price deficiencies should include new or revised risk factor disclosure regarding their ineligibility to effect additional reverse splits in the near future to regain compliance with minimum bid price requirements and the heightened risks of delisting if the company's share price were to fall below minimum price requirements again.
Conclusion
Taken together, NYSE American's approach reflects a move away from a principles‑based framework for low‑priced securities under Section 1003(f)(v) to a more stringent bright-line requirement in line with Nasdaq's regulatory framework. This change in structure requires that issuers and practitioners proactively manage listing risks and prepare safeguards to avoid punitive action from the exchange.
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