The following table summarizes the principal quantitative listing requirements; there are also qualitative requirements. The overwhelming majority of REITs are listed on the NYSE. Selected Listing Requirement NYSE Nasdaq Global Market Minimum Number of Stockholders 400 round lot holders Same.1 Minimum Number of Publicly Held Shares 1,100,0003 Same, with similar exclusions. Minimum Aggregate Market Value of Publicly Held Shares $40 million3 Any of: ■ $8 million under the Income Standard; ■ $18 million under the Equity Standard; or ■ $20 million under the Market Value Standard4 or the Total Assets/Total Revenue Standard.5 Minimum Price per Share At least $4.00 at initial listing3 Same.6 Minimum Number of Market Makers N/A Four, unless company qualifies for listing under the Income or Equity Standards, which each require three.7 Minimum Financial Standards One of the following: ■ Earnings Test: Adjusted pre-tax earnings from continuing operations must total (1) $10 million for the last three fiscal years,9 including a minimum of $2 million in each of the two most recent fiscal years and positive amounts in all three years; or (2) if there is a loss in the third fiscal year, $12 million for the last three fiscal years, including a minimum of $5 million in the most recent fiscal year and $2 million in the next most recent fiscal year;10 ■ Global Market Capitalization Test: $200 million in global market capitalization (existing public companies must meet the minimum global market capitalization for a minimum of 90 consecutive trading days prior to listing on the NYSE); or ■ REIT Test:11 $60 million in stockholders’ equity.3 One of the following:8 ■ Income Standard: (1) $1 million in annual pre-tax income from continuing operations in most recently completed fiscal year or in two of the three most recently completed fiscal years, and (2) stockholders’ equity of $15 million; ■ Equity Standard: (1) stockholders’ equity of $30 million, and (2) two-year operating history; ■ Market Value Standard: N/A for IPOs; or ■ Total Assets/Total Revenue Standard: total assets + total revenue of $75 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years. NYSE vs. Nasdaq: Principal Quantitative Listing Requirements 29 | 2024 Guide to REIT IPOs and Listing Transactions
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