Pursuant to Section 19(b)(1) of teh Securities Exchange Act of 1934 (“Act”) and Rule 19b-4 thereunder, notice is hereby given that, on December 3, 2025, New York Stock Exchange LLC (“NYSE” 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, wich Items have been prepared by the self-regulatory institution. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

I.Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to amend Section 802.01C of the NYSE Listed Company Manual (the “Manual”) to establish that an issuer must maintain a minimum trading price per share in order to remain listed on the exchange. The proposed rule change is available on the Exchange’s website at www.nyse.com, and at the principal office of the Exchange.

II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

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.

A. Self-Regulatory organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change

1. Purpose

Section 802.01 of the Manual sets forth minimum quantitative and qualitative continued listing standards for securities listed on the Exchange. Issuers of common stock are required to maintain certain quantitative minimum standards related to stockholders, stockholders’ equity and global market capitalization, and minimum global market capitalization. In addition, Section 802.01D of the Manual also sets forth qualitative continued listing standards related to, among other things, reduction in operating assets, change in primary business focus and

Exchange Proposal: Minimum Trading Price and Trading Suspension Clarification

The Exchange proposes to amend its rules regarding securities that fall below a Minimum Trading Price, as these typically are unable to recover to any meaningful degree. Specifically, the proposal would specify in Section 802.01C that a security closing below the Minimum Trading Price would be ineligible to submit a plan to regain compliance under Sections 802.02 and 802.03 of the company Guide. This change is proposed to be effective October 1, 2026, allowing issuers time to implement reverse stock splits to increase share price. Existing rules prohibiting excessive reverse stock splits (cumulative ratio of 200:1 or more within two years) will remain in affect.

Moreover, the Exchange proposes to clarify its authority to suspend trading in securities experiencing a precipitous decline and trading at abnormally low levels, even if they haven’t fallen below the Minimum Trading Price at market close. The Exchange’s experience indicates that, under such conditions, price recovery is generally unlikely, and intervention is appropriate.

The Exchange believes this proposal aligns with Section 6(b) of the Securities Exchange Act of 1934, furthering objectives outlined in Section 6(b)(5) – promoting just and equitable trade, removing market impediments, and protecting investors and the public interest.

Establishing a Minimum Trading Price is intended to safeguard investors and the public by mitigating trading volatility and market manipulation frequently enough associated with very low-priced shares. By setting clear listing standards,the Exchange aims to limit problematic trading and provide clarity to issuers. The proposed transition period allows companies time to prepare for the new requirement, potentially through reverse stock splits. The Exchange believes securities trading below the Minimum trading Price are especially vulnerable to manipulation, and a clear standard is necessary to address this risk.

SR-NYSE-2025-43: Facts for Public Comment on Proposed Rule Change

The New York Stock Exchange (NYSE) has filed a proposed rule change with the Securities and Exchange Commission (SEC) under file number SR-NYSE-2025-43. The SEC is seeking comments from the public regarding this proposed change.This document outlines how and where to submit those comments,crucial deadlines,and where to find further information.

Submission Details

The SEC requests that all submissions regarding SR-NYSE-2025-43 adhere to the following guidelines:

• File number: All submissions must reference file number SR-NYSE-2025-43 in the subject line if submitted via email.
• Address: Comments should be sent to: Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
• Submission Method: Please use only one method for submitting your comments to ensure efficient processing.
• Public Availability: All comments received will be posted on the SEC’s website at https://www.sec.gov/rules/sro.shtml.
• Confidentiality: Do not include personally identifiable information (PII) in your submissions. Only submit information you wish to be publicly available. The SEC reserves the right to redact or withhold publication of obscene or copyright-protected material.

Deadline for Comments

All comments must be received on or before January 7, 2026.

Accessing the Filing

Copies of the complete filing (SR-NYSE-2025-43) are available for inspection and copying at the principal office of the New York Stock Exchange.

Authority and Contact

This notice is issued by the division of Trading and Markets,acting under delegated authority from the Securities and Exchange Commission.

Sherry R.Haywood,
Assistant Secretary.

Disclaimer: This information is based on the provided document and is intended for informational purposes only.It is not legal advice. Please consult the SEC’s website and the full filing for complete and accurate details.