Securities and Exchange Commission
- [Release No. 34-106347; File No. SR-NYSEAMER-2026-81]
Pursuant to Section 19(b)(1) [1] of the Securities Exchange Act of 1934 (“Act”) [2] and Rule 19b-4 thereunder,[3] notice is hereby given that on September 2, 2026, 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 and II 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.
I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change
The Exchange proposes to amend Rule 7.18E (“Trading Halts”) regarding Initial Listing Regulatory Halts. 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
NYSE American LLC (“NYSE American” or the “Exchange”) proposes to amend Rule 7.18E (“Trading Halts”) regarding Initial Listing Regulatory Halts.
Background
Rule 7.18E(b)(1)(B) lists the types of discretionary regulatory halts the Exchange may declare, including, at subparagraph (i), an “Initial Listing Regulatory Halt.”
The Initial Listing Regulatory Halt was first adopted in 2018 as NYSE Rule 123D(d) on the Exchange's affiliate exchange, the New York Stock Exchange LLC (“NYSE”).[4] The text of that rule ( printed page 58932) stated, in pertinent part, that the Exchange “may declare a regulatory halt in a security that is the subject of an initial pricing on the Exchange of a security that has not been listed on a national securities exchange . . . immediately prior to the initial pricing.” [5] NYSE's Rule 19b-4 filing in support of the rule specified that the purpose of the rule change was to “provide authority to declare a regulatory halt for a new listing that is not the subject of an IPO.” [6] In its order granting approval of the rule, the Commission noted that the rule “should facilitate the initial opening . . . of certain securities not listed in connection with an underwritten IPO . . . .” [7]
The Exchange adopted the Initial Listing Regulatory Halt as Rule 7.18E(e) in 2022,[8] based on the text of NYSE Rule 123D(d). In August 2026, the Exchange's Rule 7.18E (“Trading Halts”) was reorganized and the Initial Listing Regulatory Halt was moved to Rule 7.18E(b)(1)(B)(1) [sic], which currently defines it as “of a security that is the subject of an initial pricing on the Exchange that has not been listed on a national securities exchange immediately prior to initial pricing.” [9]
Proposed Change to Rule 7.18E(b)(1)(B)(i)
The Exchange proposes to amend the text of Rule 7.18E(b)(1)(B)(i) to explicitly specify that the Initial Listing Regulatory Halt does not apply to securities that are subject to an IPO. The Exchange believes that the transparency and clarity of the rule would be enhanced by specifying that the Exchange may declare an Initial Listing Regulatory Halt if a security is the subject of an initial pricing on the Exchange, “except for (a) IPOs in equity securities that are not derivative security products, or (b) securities that are listed on a national securities exchange immediately prior to initial pricing.” Because both these exceptions are covered by the existing rule text, the proposed change is not substantive, but rather clarifying in nature.
Proposed Change to Rule 7.18E(b)(5)(B)(iv)
Rule 7.18E(b)(5)(B)(iv) describes how the Exchange will resume trading after an Initial Listing Regulatory Halt. The current rule text provides that the Exchange “will terminate an Initial Listing Regulatory Halt when the security is open for trading.” While that language is correct, it does not specify the mechanism by which the security will reopen. In fact, trading after an Initial Listing Regulatory Halt reopens with a Trading Halt Auction,[10] which is the default described in Rule 7.18E(b)(5)(B).[11] The Exchange proposes to amend the rule text to specify explicitly that the Exchange will resume trading in a security after an Initial Listing Regulatory Halt “with a Trading Halt Auction.”
2. Statutory Basis
The Exchange believes that its proposal is consistent with the requirements of the Act and the rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the requirements of Section 6(b) of the Act.[12] Specifically, the proposal is consistent with Section 6(b)(5) of the Act [13] because it would promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system, and, in general, protect investors and the public interest.
The Exchange believes the proposed rule change would protect investors and the public interest and perfect the mechanism of a free and open market and a national market system by adding transparency and specificity to the rule. The existing text and history of the rule are clear that an Initial Listing Regulatory Halt will not be used in the case of an IPO of a corporate security, but the Exchange believes that stating that exception explicitly in the rule text will enhance the transparency of the rule and benefit the public interest. Similarly, the current rule text does not specify the mechanism for reopening trading after an Initial Listing Regulatory Halt, and the Exchange believes that explicitly stating that trading resumes with a Trading Halt Auction will enhance the transparency of the rule. These proposed changes are not substantive in nature, but rather add further specificity and transparency to the existing rule text.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes the proposal is consistent with Section 6(b)(8) of the Act [14] in that it does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act as explained below. Rather than impacting competition, the proposed changes are non-substantive and would enhance the specificity and transparency of the rule.
C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action
Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days after the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act [15] and subparagraph (f)(6) of Rule 19b-4 thereunder.[16]
At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings ( printed page 58933) under Section 19(b)(2)(B) [17] of the Act to determine whether the proposed rule change should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:
Electronic Comments
- Use the Commission's internet comment form (www.sec.gov/rules/sro.shtml); or
- Send an email torule-comments@sec.gov. Please include file number SR-NYSEAMER-2026-81 on the subject line.
Paper Comments
- Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSEAMER-2026-81. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website ( www.sec.gov/rules/sro.shtml). Copies of the filing will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR-NYSEAMER-2026-81 and should be submitted on or before October 8, 2026.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[18]
J. Matthew DeLesDernier,
Deputy Secretary.