Notice2026-01740
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Adopt a New Continued Listing Requirement
Primary source
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Published
January 29, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 19 (Thursday, January 29, 2026)</title>
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[Federal Register Volume 91, Number 19 (Thursday, January 29, 2026)]
[Notices]
[Pages 3935-3937]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-01740]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104688; File No. SR-NASDAQ-2026-004]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Proposed Rule Change To Adopt a New Continued
Listing Requirement
January 26, 2026.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\, and Rule 19b-4 thereunder,\2\ notice is hereby given
that on January 13, 2026, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I and II, below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes adopting a new Market Value of Listed
Securities continued listing requirement of at least $5 million. The
text of the proposed rule change is available on the Exchange's website
at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings</a>, 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 Exchange 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 these 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 aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Nasdaq is proposing to adopt Listing Rules 5450(a)(3) and
5550(a)(6) to require companies listed on the Nasdaq Global and Capital
Markets, respectively, to maintain a minimum Market Value of Listed
Securities \3\ of at least $5 million. Nasdaq is also proposing to
amend Rule 5810, to suspend trading and immediately delist from Nasdaq
securities of companies that do not satisfy the proposed new
requirements, and Rule 5815, to set forth the procedures for requesting
a hearing before a Hearings Panel \4\ and the scope of the Panel's
discretion.
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\3\ Listing Rule 5005(a)(23) defines Market Value as the
consolidated closing bid price multiplied by the measure to be
valued; Listing Rule 5005(a)(22) defines Listed Securities, in
relevant part, as securities listed on Nasdaq.
\4\ See footnote 7 below.
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Nasdaq rules have minimum requirements for companies to remain
listed and generally provide compliance periods for companies that fail
to maintain compliance with those rules. The compliance periods are
designed to allow time for companies to take action to come back into
compliance for a company facing temporary business issues, a temporary
decrease in the value of its securities, or temporary market
conditions. However, Nasdaq has observed that some companies, typically
those in financial distress or experiencing a prolonged operational
downturn, are unable to regain compliance with the listing requirements
for the long-term. The market typically identifies these companies and
investors lose interest in the companies, resulting in their having low
market values.
Nasdaq believes that once the market identifies significant
problems in a company by assigning a very low market value, that
company is no longer appropriate for continued listing and trading on
Nasdaq because challenges facing such companies, generally, are not
temporary and may be so severe that the company is not likely to regain
compliance within a compliance period and sustain compliance
thereafter. Moreover, it is more difficult for market makers to make
markets in these securities and for there to be a fair and orderly
market.
Nasdaq now proposes to enhance investor protections by providing
for suspension from Nasdaq trading and immediate delisting of any
company that has a sustained market value of listed securities of less
than $5 million. To effect this change, Nasdaq proposes to adopt
Listing Rules 5450(a)(3) and 5550(a)(6) to require companies listed on
the Nasdaq Global \5\ and Capital Markets, respectively, to maintain a
minimum Market Value of Listed Securities of at least $5 million.
Nasdaq also proposes to modify Listing Rule 5810(c)(1) to add an
additional type of a deficiency that results in immediate delisting and
suspension from trading of the company's securities. Specifically,
Listing Rule 5810(c)(1) will provide that staff's delisting notice will
inform the company that its securities are immediately subject to
suspension and delisting when a company fails to meet the continued
listing requirement for Market Value of Listed Securities of at least
$5 million under proposed Rule 5450(a)(3) or 5550(a)(6) for a period of
30 consecutive business days.
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\5\ After initial inclusion on the Nasdaq Global Select Market,
a Company will remain on the Nasdaq Global Select Market provided it
continues to meet the applicable requirements of the Listing Rules,
including the continued listing requirements contained in the Rule
5400 Series, the requirements of the Rule 5100 Series, and the
qualitative requirements of Rule 5200 and 5600 Series. See Listing
Rule 5305(e).
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Listing Rule 5810(c)(3) currently identifies deficiencies for which
the rules provide a specified cure or
[[Page 3936]]
compliance period. Nasdaq proposes to modify Listing Rule 5810(c)(3) to
provide that a company will not be entitled to such cure or compliance
period if the company failed to meet the Market Value of Listed
Securities requirement of at least $5 million under proposed Rule
5450(a)(3) or 5550(a)(6), as applicable.
Finally, as described above, Nasdaq proposes to modify Listing Rule
5810(c)(1) to provide that staff's delisting notice in these
circumstances will inform the company that its securities are
immediately subject to suspension from trading on Nasdaq. Once the
company is issued a Staff Delisting Determination under Rule 5810 with
respect to that security, such a determination can be appealed to a
Nasdaq Listing Qualifications Hearings Panel (the ``Hearings
Panel'').\6\ However, given the difficulties with maintaining fair and
orderly markets in such low value companies, Nasdaq believes that it is
not appropriate for such a company to continue trading on Nasdaq during
the pendency of the Hearings Panel review process. Instead, Nasdaq
proposes to amend Rule 5815 to provide that the stay provision is not
applicable in these situations so that the company's securities will be
suspended from trading on Nasdaq during the pendency of the Hearings
Panel's review.
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\6\ See Rule 5815.
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Specifically, Nasdaq proposes to adopt Listing Rule
5815(a)(1)(B)(ii)f. to provide that, notwithstanding the general rule
that a timely request for a hearing shall ordinarily stay the
suspension and delisting action pending the issuance of a written panel
decision, a request for a hearing shall not stay the suspension of the
securities from trading where the matter relates to a request made by a
company that received a Staff Delisting Determination notice due to a
failure to maintain Market Value of Listed Securities of at least $5
million under Rule 5450(a)(3) or 5550(a)(6) for a period of 30
consecutive business days. A company that is suspended under the
proposed rule could appeal the Staff Delisting Determination to a
Hearings Panel, but its securities would generally trade in the over-
the-counter market while that appeal is pending.
Listing Rule 5815(c) sets forth the scope of the Hearings Panel's
discretion and provides that when the Hearings Panel review is of a
deficiency related to continued listing standards, in most cases the
Hearings Panel may, where it deems appropriate, take certain actions
including granting an exception to the continued listing standards for
a period not to exceed 180 days, and finding the company has regained
compliance with all applicable listing standards. However, the rule
currently prevents the Panel from granting an exception nor considering
facts indicating that the company has regained compliance in certain
circumstances.\7\ Nasdaq believes it would enhance investor protection
to similarly limit the Hearings Panel's review of these issues to the
question of whether Nasdaq Staff made a factual error applying the
applicable rule. Accordingly, Nasdaq proposes to amend Listing Rule
5815(c)(1)(H) to provide that in the case of a company that received a
Staff Delisting Determination notice due to a failure to maintain
Market Value of Listed Securities of at least $5 million under Rule
5450(a)(3) or 5550(a)(6), the Panel may only reverse a delisting
decision where the Panel determines that the Staff Delisting
Determination letter was in error and that the Company never failed to
satisfy the applicable requirement. In such cases, the Panel may not
consider facts indicating that the Company had regained compliance
under Rule 5815(c)(1)(E), nor may the Panel grant an exception under
Rule 5815(c)(1)(A) allowing the Company additional time to regain
compliance.
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\7\ See Rule 5815(c)(1)(H) discussing failures to satisfy (i)
the requirement set forth in Rule IM-5101-2(b) and Rule 5452(a)(3)
to complete one or more business combinations within 36 months of
the effectiveness of its IPO registration statement; and (ii) the
requirements for initial listing immediately following a business
combination as required by Rule IM-5101-2. In these situations, the
Panel may only reverse a delisting decision where the Panel
determines that the Staff Delisting Determination letter was in
error and that the company never failed to satisfy the requirement.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\8\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\9\ in particular, in that it is designed to promote
just and equitable principles of trade, 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.
Specifically, Nasdaq believes that the proposal to adopt Listing Rules
5450(a)(3) and 5550(a)(6) requiring companies listed on the Nasdaq
Global (including the Nasdaq Global Select) and Nasdaq Capital Markets,
respectively, to maintain a minimum Market Value of Listed Securities
of at least $5 million and the proposal to suspend from Nasdaq trading
and immediately delist any company that becomes non-compliant with this
requirement are designed to promote just and equitable principles of
trade and, in general to protect investors and the public interest by
enhancing Nasdaq's listing requirements and limiting the time that a
security can remain listed and trade on Nasdaq in these circumstances.
In that regard, Nasdaq has observed that the challenges facing such
companies generally are not temporary and may be so severe that the
company is not likely to regain and maintain compliance with continued
listing requirements. Moreover, the concerns with Market Value of
Listed Securities of less than $5 million with these companies can be a
leading indicator of other listing compliance concerns, and these
companies often become subject to delisting for other reasons. Further,
continuing the listing and trading of these companies is designed to
promote just and equitable principles of trade and, in general to
protect investors and the public interest because it is more difficult
to maintain fair and orderly markets in such securities.
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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
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Nasdaq also believes that the proposal to amend Listing Rule
5815(a)(1)(B)(ii) to provide that a hearing request shall not stay the
suspension of the securities from trading when the matter relates to a
request made by a company that received a Staff Delisting Determination
notice due to non-compliance with the Market Value of Listed Securities
requirement of at least $5 million for a period of 30 consecutive
business days is designed to protect investors and the public interest.
In particular, this provision will prevent continued trading on Nasdaq
in such company's securities unless an independent Hearings Panel
reviews the Staff Delisting Determination and determines that it was
issued in error and that the company never failed to satisfy the
applicable requirement. In addition, as described above, Nasdaq
believes that once the market identifies significant problems in a
company by assigning a very low market value, that company is no longer
appropriate for continued trading on Nasdaq because challenges facing
such companies, generally, are not temporary and may be so severe that
the company is not likely to regain and sustain compliance. Moreover,
it is more difficult for market makers to make markets in these
securities and for there to be a fair and orderly market.
Finally, Nasdaq believes the proposed rule changes further the
objectives of Section 6(b)(7) of the Act in that the rules continue to
provide a fair procedure for companies subject to
[[Page 3937]]
these enhanced listing requirements. These companies can seek review of
a Staff Delisting Determination from a Hearings Panel and can appeal
the Hearings Panel decision to the Nasdaq Listing and Hearing Review
Council.\10\ As a result, Nasdaq believes that the proposed rule
appropriately balances the need for appropriate listing standards with
the statutory requirement to protect investors and the public interest.
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\10\ See Listing Rules 5815 and 5820, respectively.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. While Nasdaq does not believe
there will be any impact on competition from the proposed change, any
impact on competition that does arise will be necessary to better
protect investors, in furtherance of a central purpose of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will: (a) by order approve
or disapprove such proposed rule change, or (b) institute proceedings
to determine whether the proposed rule change should be 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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#f082859c95dd939f9d9d959e8483b0839593de979f86"><span class="__cf_email__" data-cfemail="f280879e97df919d9f9f979c8681b2819791dc959d84">[email protected]</span></a>. Please include
file number SR-NASDAQ-2026-004 on the subject line.
Paper Comments
<bullet> 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-NASDAQ-2026-004. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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-NASDAQ-2026-004 and should be submitted
on or before February 19, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-01740 Filed 1-28-26; 8:45 am]
BILLING CODE 8011-01-P
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