Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Sections 140 and 141 of the NYSE American Company Guide

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104432; File No. SR-NYSEAMER-2025-73]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Sections 140 and 141 of the NYSE American Company Guide</SUBJECT> <DATE>December 17, 2025.</DATE> Pursuant to Section 19(b)(1)  <SU>1</SU> <FTREF/> of the Securities Exchange Act of 1934 (“Act”)  <SU>2</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>3</SU> <FTREF/> notice is hereby given that, on December 11, 2025, NYSE American LLC (“NYSE American” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  15 U.S.C. 78a. </FTNT> <FTNT> <SU>3</SU>  17 CFR 240.19b-4. </FTNT> <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD> The Exchange proposes to amend Sections 140 and 141 of the NYSE American Company Guide (the “Company Guide”) to amend the original and annual listing fees for stock issues. The proposed rule change is available on the Exchange's website at <E T="03">www.nyse.com,</E> and at the principal office of the Exchange. <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> The Exchange proposes to amend Sections 140 and 141 of the Company Guide to amend the original and annual listing fees for stock issues. The proposed changes will take effect from the beginning of the calendar year commencing on January 1, 2026. The Exchange currently charges original listing fees for stock issues on a tiered schedule based on the number of shares outstanding. At the low end of the fee schedule, an original listing fee of $50,000 is charged when there are less than 5,000,000 shares outstanding. At the top of the fee schedule, an original listing fee of $75,000 is charged when there are more than 15,000,000 shares outstanding. There are two intermediate tiers. The Exchange proposes to eliminate the tiered schedule and charge a flat original listing fee of $75,000 for all stock issues. <SU>4</SU> <FTREF/> Transitioning to a flat original listing fee will simplify the Exchange's administrative process for billing original listing fees and also provide greater clarity to issuers seeking a listing on the Exchange. Further, in recent years, the substantial majority of issuers seeking to list a stock issue on the Exchange have had more than 15,000,000 shares outstanding and were therefore subject to the top tier of the original listing fee schedule and the Exchange infrequently lists new classes of warrants. Accordingly, the proposed adoption of a flat original listing fee for stock issues and warrants is unlikely to have any meaningful impact on the fees paid by new issuers listing on the Exchange. In addition, the proposed change will not take effect until January 1, 2026 so all issuers will be on notice of the new fee schedule. <FTNT> <SU>4</SU>  Pursuant to Section 140 of the Company Guide, the original listing fee for a class of warrants is the same as for a stock issue. Accordingly, the Exchange proposes to adopt a flat $75,000 original listing fee for a class of warrants. </FTNT> The Exchange currently charges an annual fee of $60,000 to issuers with 50 million or fewer shares outstanding and an annual fee of $80,000 to issuers with more than 50 million shares outstanding. The Exchange proposes to amend Section 141 of the Company Guide to increase the annual fee for issuers with 50 million or fewer shares outstanding to $65,000, and to increase the annual fee for issuers with more than 50 million shares outstanding to $84,000. The proposed increase to the annual fee for stock issues reflects increases in the costs the Exchange incurs in providing services to listed companies on an ongoing basis including in relation to company events and advocacy on behalf of listed companies, as well as increases in the costs of conducting its related regulatory activities. In 2025, the Exchange increased the number of educational events it hosted for companies listed on the Exchange and also enhanced its facilities that can be used by listed companies. The Exchange proposes to make the aforementioned fee increases to better reflect the Exchange's costs related to listing equity securities and the corresponding value of such listing to companies. The revised annual fee for stock issues will be applied in the same manner to all issuers with listed securities in the affected categories and the Exchange believes that the changes will not disproportionately affect any specific category of issuers. <HD SOURCE="HD3">2. Statutory Basis</HD> The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, <SU>5</SU> <FTREF/> in general, and furthers the objectives of Section 6(b)(4)  <SU>6</SU> <FTREF/> of the Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees, and other charges. The Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Act, <SU>7</SU> <FTREF/> in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. <FTNT> <SU>5</SU>  15 U.S.C. 78f(b). </FTNT> <FTNT> <SU>6</SU>  15 U.S.C. 78f(b)(4). </FTNT> <FTNT> <SU>7</SU>  15 U.S.C. 78f(b)(5). </FTNT> The Exchange believes that it is not unfairly discriminatory and represents an equitable allocation of reasonable fees to amend Section 140 of the Company Guide to transition to a flat original listing fee for stock issues because, as noted above, nearly all companies seeking to list on the Exchange already fall within the top tier of the current fee schedule. Therefore, the proposed change will not have any meaningful impact on most issuers seeking to list on the Exchange. In addition, the proposed change will not take effect until January 1, 2026 so all issuers will be on notice of the new fee schedule. The Exchange believes that it is not unfairly discriminatory and represents an equitable allocation of reasonable fees to amend Section 141 of the Company Guide to increase the annual fees for listed equity securities as set forth above because of the increased costs incurred by the Exchange since it established the current rates. <HD SOURCE="HD3">The Proposed Changes Are Reasonable</HD> The Exchange believes that the proposed changes to the original and annual fee schedule for listed equity securities are reasonable. In that regard, the Exchange notes that most issuers seeking to list on the exchange already pay a $75,000 original listing fee as they have more than 15,000,000 shares outstanding. The proposed change to adopt a flat original listing fee and eliminate the current tiered structure simplifies the Exchange's billing practices and provides improved clarity to issuers. Moreover, the Exchange notes that its general costs to support its listed companies have increased, including due to price inflation. The Exchange also continues to expand and improve the services it provides to listed companies. Specifically, the Exchange has (among other things) increased expenditure on listed companies and the value of an NYSE American listing by increasing programming for listed companies and enhancing its conference space which can be utilized by listed companies. The Exchange operates in a highly competitive marketplace for the listing of the various categories of securities affected by the proposed original and annual fee adjustments. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. Specifically, in Regulation NMS, <SU>8</SU> <FTREF/> the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.”  <SU>9</SU> <FTREF/> <FTNT> <SU>8</SU>  Securities Exchange Act Release No. 34-51808 (June 9, 2005); 70 FR 37496 (June 29, 2005) (“Regulation NMS”). </FTNT> <FTNT> <SU>9</SU>   <E T="03">See</E> Regulation NMS, 70 FR at 37499. </FTNT> The Exchange believes that the ever-shifting market share among the exchanges with respect to new listings and the transfe ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 17k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━