Notice2026-01980
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing of Proposed Rule Change To Remove Existing Listing Rules and Establish New Listing Standards
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
February 2, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 21 (Monday, February 2, 2026)</title>
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[Federal Register Volume 91, Number 21 (Monday, February 2, 2026)]
[Notices]
[Pages 4697-4701]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-01980]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104712; File No. SR-BX-2026-004]
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing
of Proposed Rule Change To Remove Existing Listing Rules and Establish
New Listing Standards
January 28, 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 16, 2026, Nasdaq BX, Inc. (``BX'' 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 to a proposal to remove existing listing
rules and establish new, higher listing standards based on the rules
applicable to the Nasdaq Global Market.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/bx/rulefilings">https://listingcenter.nasdaq.com/rulebook/bx/rulefilings</a>,
and at the principal office of the Exchange.
[[Page 4698]]
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 Texas was recently established by converting Nasdaq BX, Inc.
to a limited liability corporation that is operated and governed by
Texas state laws and renaming it Nasdaq Texas, LLC.\3\ In connection
with this conversion, Nasdaq Texas proposes to remove the current
listing standards and implement new listing rules that establish higher
requirements than the current listing rules. Specifically, the Exchange
is proposing to amend General 1, Section 1 and General 3, Section 1, to
remove the provisions in Equity 3 (BX Venture Market Listing Rules) and
certain provisions within Equity 3A (Other Listing Rules and Rules
Regarding Unlisted Trading Privileges) and to amend Rule 4120(b)
(Regulatory Halts).
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\3\ On December 24, 2025, Nasdaq BX, Inc. filed a proposal (SR-
BX-2025-17P) to convert a Texas limited liability company and change
the name of the Exchange to Nasdaq Texas. Although the proposal to
convert the Exchange has not become effective as of the date of this
filing, the new name of the Exchange will be converted to Nasdaq
Texas. Therefore, the Exchange will be referred to as Nasdaq Texas
throughout the discussion of this proposal and the accompanying
Exhibit 5.
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The Exchange discontinued its listing marketplace and delisted all
securities previously listed on the Exchange.\4\ From 2009 until 2011,
the Exchange operated as a trading venue only, allowing market
participants to trade securities listed on other national securities
exchanges pursuant to unlisted trading privileges. In 2011, the
Exchange adopted listing requirements again intended to attract
companies being delisted from other national securities exchanges for
failure to meet listing standards (including price or other market
value measures), as well as smaller companies contemplating an initial
exchange listing (the ``BX Venture Exchange''). These listing standards
include minimal quantitative listing requirements and the qualitative
requirements are, in many respects, similar to the requirements for The
Nasdaq Stock Market LLC (``Nasdaq'') and other national securities
exchanges.\5\ Because the Exchange aimed to attract smaller, less
liquid companies, the listing program currently includes enhanced
requirements that, among other things, allows the Exchange to deny a
company from listing if any executive officer or director was involved
in any event that occurred during the prior five years that is required
to be disclosed under Item 401(f)(2)-(8) of Regulation S-K.\6\ The
enhanced requirements also require a listed company's website to refer
to its security as being listed on the BX Venture Market unless
otherwise required by applicable rules or regulations.\7\ The BX
Venture Exchange was never launched and never listed any companies.
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\4\ See Securities Exchange Act Release No. 59265 (January 16,
2009), 74 FR 4790 (January 27, 2009) (order granting approval to SR-
BSE-2008-36 relating to the adoption of new criteria permitting the
delisting of a security when the Exchange has terminated its listing
Program in connection with the discontinuation of trading in all
securities listed on its market). The Exchange was previously known
as Boston Stock Exchange at the time of the acquisition.
\5\ See Securities Exchange Act Release No. 64437 (May 6, 2011),
76 FR 27710 (May 12, 2011) (order granting accelerated approval to
SR-BX-2010-059 relating to the creation of a listing market on the
Exchange).
\6\ See Rule Equity 3, Section 5103.
\7\ See Rule Equity 3, Section 5250(b)(4).
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In connection with the transition to Nasdaq Texas, the Exchange
intends to restart a listing program and wishes to increase its
existing quantitative standards to help attract and maintain listings
on Nasdaq Texas, while eliminating the enhanced standards. The Exchange
does not believe the enhanced standards will continue to be necessary
because the Exchange will no longer be focused on attracting smaller,
less liquid companies to list on the Exchange and the proposed
standards will bring the listing rules in line with listing standards
on other exchanges. Identifying companies that meet these higher
listing standards will benefit investors. As explained below, the
proposed listing standards are substantially similar to the current
rules for the Nasdaq Global Market.\8\ Initially, the Exchange intends
only to dually list securities that are also listed on another national
securities exchange. However, the Exchange expects to subsequently
modify its rules to allow it to also serve as a primary listing venue.
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\8\ See Nasdaq Rules 5000 through 5900 Series. Unlike Nasdaq,
which has three listing tiers, the Exchange will only have a single
set of listing requirements and therefore the proposed listing
requirements will not incorporate Nasdaq's references to the Series
5300 Nasdaq Global Select Market (``Global Select'') or Series 5500
Nasdaq Capital Market (``Capital Market'') tiers.
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General Overview
A security will be considered for listing on Nasdaq Texas only if
such security is registered pursuant to Section 12(b) of the Act \9\ or
such security is subject to an exemption.\10\ The Exchange proposes to
create a new section in the rulebook, proposed Rule Series 5000,
consisting of Rules 5000-5999 which pertain to rules related to the
qualification, listing and delisting of companies on Nasdaq Texas. The
proposed Rule 5000 Series (consisting of Rules 5001-5005) provides a
summary of the various sections of the listing rules, Nasdaq Texas'
additional authority relevant to listed companies and explains that
Nasdaq Texas and the Financial Industry Regulatory Authority, Inc. are
parties to a regulatory contract. The proposed series also includes
definitions of terms used throughout the listing rules. The proposed
Rule 5100 Series (consisting of Rules 5100-5199) discusses Nasdaq
Texas' general regulatory authority. The proposed Rule 5200 Series
(consisting of Rules 5200-5299) sets forth the procedures and
prerequisites for listing on Nasdaq Texas, as well as the disclosure
obligations of listed companies. As discussed in footnote 8, the
Exchange is not proposing to incorporate the Nasdaq 5300 or 5500 Series
and will reserve these sections instead. The proposed Rule 5400 Series
(consisting of Rules 5400-5499) contains the specific quantitative
listing requirements for a company to qualify to list on Nasdaq Texas.
The corporate governance requirements applicable to all listed
companies are contained in the Rule 5600 Series (consisting of Rules
5600-5699). The Rule 5700 Series (consisting of Rules 5700-5799) is
reserved for future listing rules related to special listing
requirements for securities other than common or preferred stock and
warrants, such as Exchange Traded Products.\11\ The consequences of a
failure to meet Nasdaq Texas' listing standards will be contained in
the proposed Rule 5800
[[Page 4699]]
Series (consisting of Rules 5800-5899). Similar to the Rule 5700
Series, the 5900 Series (consisting of Rules 5900-5999) is reserved for
future rules pertaining to company listing fees, which will be filed
before the Exchange begins to list companies. While Nasdaq Texas is not
proposing rules similar to the 5700 and 5900 Series, or Nasdaq Rule IM-
5405-1 at this time, the Exchange proposes to submit proposed rules for
these sections in the near future and therefore, is including cross-
references to Rule IM-5405-1 relating to Direct Listing and references
to the Rule 5700 and 5900 Series within the proposed listing rules.\12\
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\9\ 15 U.S.C. 78l(b).
\10\ 15 U.S.C. 78l(c).
\11\ Until specific listing rules are adopted, the Exchange will
continue to maintain rules allowing it to trade certain other
securities including but not limited to, selected equity-linked debt
securities, portfolio depository receipts, index fund shares, trust
issued receipts and equity index-linked securities in Equity 3A,
Section 2.
\12\ Nasdaq Rule IM-5405-1 relates to determining the price-
based requirements for direct listings on the exchange.
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Except where noted below, the proposed listing standards as
reflected in the proposed Rule 5000 Series, are substantially similar
to the current rules for the Nasdaq Global Market,\13\ and the
Commission has previously found that the initial and continuing listing
standards of Nasdaq are consistent with the Act.\14\ Throughout the
series of proposed rules, all references to Nasdaq in rules that are
otherwise copied from the Nasdaq Stock Market are replaced with
references to Nasdaq Texas.
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\13\ Unlike Nasdaq, which has three listing tiers, the Exchange
will only have a single set of listing requirements and therefore
the proposed listing requirements will not incorporate Nasdaq's
references to the Global Select Market (``Global Select''), Global
Market (``Global Market'') or Capital Market (``Capital Market'')
tiers.
\14\ See, e.g., Securities Exchange Act Release No. 53128 (Jan.
13, 2006), 71 FR 3550 (Jan. 23, 2006) (File No. 10-131) (approving
the application of Nasdaq to become a registered national securities
exchange) (``Nasdaq 2006 Approval Order'').
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Definitions and Discretionary Authority
Proposed Rule 5005 (Definitions) is substantially similar to the
Nasdaq Rule 5005 with the exception of any rules solely related to the
Global Select or Capital Market. More specifically, the term ``Cash
flows'' is not included in proposed Rule 5005 because the term only is
used in the Nasdaq Global Select rules. The definitions for Global
Select, Global Market and Capital Market, in addition to the
definitions for each of the securities that qualify for the tiers, are
not included because the tiers will not exist on Nasdaq Texas.
Additionally, the Exchange is proposing a slightly different definition
for the term ``dually-listed security'' than the Nasdaq definition to
allow for the possibility of listing on primary listing exchanges other
than the New York Stock Exchange.
Similar to Nasdaq, Nasdaq Texas may use its discretionary authority
to deny initial or continued listing to a company, or consider remedial
measures, when an individual with a history of regulatory misconduct is
associated with a company and the Exchange determines that the
regulatory history rises to the level of a public interest concern.
Nasdaq Texas may also use its discretionary authority to review a
company's past corporate governance activities or to deny initial
listing or suspend or terminate the continued listing of a company if
the Company has filed for protection under any provision of the federal
bankruptcy laws or comparable foreign laws.\15\ The listing of
companies formed by a reverse merger and Special Purpose Acquisition
Companies are allowed on the Exchange but subject to additional
requirements, similar to Nasdaq.\16\ Also similar to Nasdaq, Nasdaq
Texas may use its authority to deny initial listing to a company based
on factors that make the company's securities susceptible to
manipulation.\17\
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\15\ See Nasdaq Rule 5101; see also proposed Nasdaq Texas Rule
5101.
\16\ See Nasdaq Rule IM-5101-2; see also proposed Nasdaq Texas
Rule 5101-2.
\17\ See Nasdaq Rule IM-5101-3; see also proposed Nasdaq Texas
Rule 5101-3.
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General Procedures and Prerequisites for Initial and Continued Listing
An issuer may register a security pursuant to Section 12(b) by
submitting to Nasdaq Texas a listing application that provides certain
required information.\18\ The Exchange will review the listing
application and, if the listing application is approved, will certify
to the Commission that it has approved the security for listing and
registration.\19\ Registration of the security will become effective
thirty days after the receipt of such certification by the Commission
or within a shorter period of time as the Commission may determine.\20\
Once registration is effective the security is eligible for listing on
Nasdaq Texas.\21\
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\18\ 15 U.S.C. 78l(b); proposed Nasdaq Texas Rule 5210.
\19\ See proposed Nasdaq Texas Rule 5210(f); 15 U.S.C. 78l(d).
\20\ 15 U.S.C. 78l(d).
\21\ See proposed Nasdaq Texas Rule 5210(f); 15 U.S.C. 78l(d).
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With respect to the standards relating to the listing of companies,
including procedures and prerequisites for initial and continued
listing on Nasdaq Texas, obligations of security issuers listed on
Nasdaq Texas, as well as rules describing the application and
qualification process,\22\ Nasdaq Texas' proposed listing rules for
securities are substantially similar to those of the Nasdaq Global
Market listing rules. The Exchange does not include references to
Global Select and Capital Market tiers in proposed Rule 5210(k)(iii).
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\22\ See proposed Nasdaq Texas Rule 5200 Series.
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The Exchange will not propose certain provisions of the Nasdaq
initial and continued listing rules in the Rules 5200 Series that are
not applicable. Specifically, the Exchange does not propose adopting
rules equivalent to Nasdaq Rules 5222(b)(3), 5222(c)(1)(A) or
5222(c)(3) because these provisions relate to an Equity Investment
Tracking Stock listing on specific market tiers, which will not exist
on Nasdaq Texas. As explained above, Nasdaq Texas will only have one
listing tier therefore, these rules are not necessary. Similarly, the
Exchange does not propose to adopt a rule similar to Nasdaq Rule
5225(b) because the Exchange will not have a Capital Market listing
tier. Additionally, the Exchange is proposing to establish proposed
Rule IM-5220 which is substantially similar to Texas Stock Exchange
(``TXSE'') Rule 16.205 (Dually-Listed Securities) Supplementary
Material .01 (Impact of Non-Designation of Dually-Listed Securities).
TXSE's rule more closely aligns with proposed Rule IM-5220 because
similar to securities listed on TXSE, securities listed on Nasdaq Texas
will report quotations and transactions to the consolidated Tape B of
the securities information processors. Initially, the Exchange will
dually list companies and will transition to a primary listing exchange
in the future.\23\ Therefore, the Exchange is proposing Rule IM-5220-1
(Dually-Listed Company) to make clear that all companies listing on
Nasdaq Texas must be listed on another national securities exchange.
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\23\ The Exchange will submit a future filing to incorporate the
necessary rules to operate as a primary listing exchange.
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Quantitative Listing Standards
As previously discussed, the Exchange is not proposing to adopt
rules similar to Nasdaq's provisions for quantitative standards that
reference companies listing on the Capital Market \24\ or to adopt
rules similar to the Nasdaq Rule 5300 Series, related to listing
standards for the Nasdaq Global Select tier, or the Nasdaq Rule 5500
Series, related to listing standards for the Nasdaq Capital Market
tier, because Nasdaq Texas is proposing to include
[[Page 4700]]
only requirements consistent with the Nasdaq Global Market listing
tier.
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\24\ For example, the Exchange is not including language that
excludes companies listed pursuant to Nasdaq Rules 5405(b)(3) and
(b)(4) from having to comply with quantitative criteria for initial
listing on the Capital Market.
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Nasdaq Texas' proposed quantitative listing standards are
consistent with the requirements of the Act. Regarding the initial and
continued listing requirements and standards for listing Primary Equity
Securities, rights, warrants, preferred stock and secondary classes of
common stock, Nasdaq Texas' proposed listing rules are substantially
similar to those of the Nasdaq Global Market. Rules describing
alternative initial and continued listing requirements for SPACs are
also substantially similar to those of the Nasdaq Global Market.\25\
The Exchange also proposes similar initial and continued listing
requirements for convertible debt as described in Nasdaq Rule 5515(b)
and 5560(b) and similar initial and continued listing requirements for
subscription receipts as described in Nasdaq Rule IM-5520 and Rule
5565.\26\ Although Nasdaq does not list convertible debt on the Nasdaq
Global Market, and therefore does not have rules for such listing in
the Nasdaq Rule 5400 Series, companies listed on the Global Market may
list convertible debt on Nasdaq's Capital Market tier under Rules
5515(b) and 5560(b).
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\25\ See Nasdaq Rules 5406 and 5452; see also proposed Nasdaq
Texas Rules 5406 and 5452.
\26\ See proposed Nasdaq Texas Rules 5410(b), 5420, 5455(b) and
5465.
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Corporate Governance Requirements
Nasdaq Texas' proposed corporate governance standards in connection
with securities to be listed and traded on the Exchange are
substantially similar to the current rules of Nasdaq.\27\ The
Commission has previously found that the corporate governance standards
for Nasdaq listed issuers are consistent with the Act.\28\ Nasdaq
Texas's corporate governance standards include rules relating to a
Company's board of directors, including audit committees and
independent director oversight of executive compensation and the
director nomination process; recovery of erroneously awarded
compensation; code of conduct; shareholder meetings, including proxy
solicitation and quorum; review of related party transactions; and
shareholder approval, including voting rights. These requirements are
designed, in part, to promote independent and objective review and
oversight of the accounting and auditing practices of listed issuers
and to enhance audit committee independence, authority, and
responsibility by implementing the standards set forth in Rule 10A-3 of
the Act.
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\27\ See Nasdaq Rule 5600 Series; see also proposed Nasdaq Texas
Rule 5600 Series.
\28\ See, e.g., Nasdaq 2006 Approval Order supra note 14.
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The Exchange does not intend to initially allow for Direct
Listings, or listings allowable pursuant to the Nasdaq Rule 5700 Series
so did not include rules for such listings.\29\ The Exchange will add
such rules in one or more subsequent rule filings. Nasdaq Rule 5608(e)
pertaining to the 2023 effective date for listed companies to adopt a
policy governing the recovery of erroneously awarded compensation and
Nasdaq Rule 5636T pertaining to temporary COVID-19 exceptions, are no
longer applicable. Therefore, the Exchange is not proposing similar
rules.
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\29\ See Nasdaq Rule IM-5405-1 and Nasdaq 5700 Series.
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Non-Compliance With Listing Standards
Securities of a company that does not meet the listing standards
set forth in the proposed Rule 5000 Series are subject to delisting
from, or denial of initial listing on Nasdaq Texas. Nasdaq Texas'
proposed delisting standards are substantially similar to Nasdaq's
rules, including the Listing Qualifications Department oversight of and
notification process for deficient companies in addition to the
Hearings Panel and Listing and Hearing Review Council's delisting
determination standards.\30\ Nasdaq Texas is not proposing rules
similar to Nasdaq Rules 5810(c)(3)(A)(i), (c)(3)(A)(ii) or any Nasdaq
provisions in the 5800 Series that discuss a company's ability to
transfer from one listing tier to another or references Global Select
or Capital Market.\31\
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\30\ See Nasdaq Rule 5800 Series; see also Nasdaq Texas Proposed
Rule 5800 Series.
\31\ See Nasdaq Rule 5810(c)(3)(A) Rule IM-5810-2 and Rule
5815(a)(1)(A)(d).
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Other Proposed Changes
The Exchange is proposing to add the term ``Limited Underwriting
Member'' to the definition section of General 1, Section 1 to mean a
broker or dealer admitted to limited underwriting membership in Nasdaq
Texas. The Exchange is including this definition to align with proposed
Rule 5210(m)(ii). The Exchange also proposes to incorporate the Nasdaq
limited underwriting membership rules by amending General 3, Section 1
to remove Nasdaq Rule 1031 from the list of rules that are exempt from
being incorporated by reference into the Exchange.
Additionally, the Exchange proposes to remove the current Venture
Market listing rules by removing all provisions in Equity 3. The
Exchange intends to maintain rules regarding unlisted trading
privileges discussed in Equity 3A and remove certain other rules within
Equity 3A that are discussed elsewhere in the proposed listing rules.
Specifically, the Exchange proposes to remove and reserve Equity 3A,
Section 1 related to operation of listing standards, Equity 3A, Section
2(a) through Section 2(d) related to index warrants, other securities
and selected equity-linked debt securities (SEEDS). Additionally, the
Exchange proposes to remove language in Equity 3A, Section 4(a) that
references Equity A, Section 2(c) because the provision in this section
will no longer exist. Finally, the Exchange is proposing to update
Equity 3A, Section 2(h) (Securities Linked to the Performance of
Indexes and Commodities (Including Currencies)) because the current
rules are outdated and some of the provisions are inapplicable. The
proposed changes are substantially similar to Nasdaq Rule 5710.
The Exchange is also proposing to amend Rule 4120(b)(1)(A)(iv) to
remove the current language, which is no longer applicable, and replace
it with language relate to the Exchange declaring a halt to permit the
dissemination of material news.\32\ Specifically, the Exchange shall
declare a Regulatory Halt (as defined in Rule 4120(a)(9)) on Nasdaq
Texas of a Nasdaq Texas-listed security to permit the dissemination of
material news, provided, however, that in the Pre-Market Session (as
defined Rule 4120(a)(6)) Nasdaq Texas will halt trading for
dissemination of news only at the request of an issuer or pursuant to
(b); and (b) the Exchange shall declare a Regulatory Halt in a security
listed on Nasdaq Texas when Nasdaq Texas requests from the issuer
information relating to: (x) material news; (y) the issuer's ability to
meet Nasdaq Texas' listing qualification requirements, as set forth in
the Listing Rule 5000 Series; or (z) any other information which is
necessary to protect investors and the public interest.
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\32\ Securities Exchange Act Release No. 100613 (July 22, 2024),
89 FR 623242 (Aug. 2, 2024) Nasdaq-2024-042).
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2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\33\ in general and with Section
6(b)(5) of the Act, in particular, in that it is designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in regulating, clearing,
[[Page 4701]]
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. Moreover, the proposed
corporate governance listing standards for listed issuers are
consistent with Section 6(b)(5) of the Act and satisfy the requirements
of Section 10A(m) of the Act and Rule 10A-3 thereunder.\34\
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\33\ 15 U.S.C. 78f.
\34\ 15 U.S.C. 78f(b)(5); 15 U.S.C. 78j-1(m); 17 CFR 240.10A-3.
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Nasdaq Texas' removal of its current listing rules and its addition
of new rules that include more substantive quantitative listing
standards will strengthen the Exchange's listing program and advance
the goals of Section 6(b)(5) of the Act. The proposed rules implement
higher quantitative standards and more robust delisting procedures than
the existing rules, which will help prevent fraudulent and manipulative
acts and practices and promote just and equitable principles of trade
and will protect investors and the public interest and will foster
competition among exchange markets. The proposed rules, including the
prerequisites and requirements for initial and continued listing,
quantitative standards, corporate governance requirements and the
disqualification process, are substantially similar to the current
Nasdaq rules, which have already been approved by the Commission.
Nasdaq Texas does not believe there is any material difference between
the proposed rules and the current Nasdaq Global Market listing rules.
Further, the proposed listing rules are not designed to permit unfair
discrimination and will be applicable to any company that desires to
list on Nasdaq Texas and satisfies the listing criterion.
Including cross-references of rules that will be proposed in the
near future provides a preview of upcoming rules and allows the
Exchange's rulebook to remain consistent with Nasdaq's rules which
helps to prevent fraudulent and manipulative acts and practices and to
remove impediments to, and perfect the mechanism of, a free and open
market and a national market system. Additionally, although listing
requirements for convertible debt and subscription receipts are
discussed in Nasdaq Capital Market rules, specifically, Rule 5515(b),
Rule 5520, Rule 5560 and Rule 5565, respectively, the Exchange believes
that adding listing requirements for convertible debt and subscription
receipts to its proposed rules promotes just and equitable principles
of trade and protects investors and the public interest.
Adding a definition for Limited Underwriting Member helps to
clarify proposed Rule 5210(m)(ii) and excluding Nasdaq Rule 1031 from
the list of rules that are exempt from being incorporated by reference
into the Exchange removes impediments to, and perfects the mechanism
of, a free and open market and a national market system by aligning the
provisions throughout the Rulebook related to limited underwriting. The
Exchange also believes that removing the current Venture Market listing
rules found in Equity 3 and also removing and updating certain other
rules within Equity 3A that are discussed elsewhere in the proposed
listing rules will remove impediments to and perfect the mechanism of a
free and open market and a national market system by eliminating rules
that will no longer apply to the Exchange or that have become
contradictory to the proposal.
B. Self-Regulatory Organization's Statement on Burden on Competition
Nasdaq Texas does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended. The
proposed rules will apply equally to all companies that desire to list
on the Exchange. Companies who are not satisfied with the Exchange's
listing standards do not have to dually list and, to the extent they
want to have a dual listing, have the option of pursuing a dual listing
on another exchange. Further, the proposed rule change will allow
companies to dually list on Nasdaq Texas under listing standards that
are substantially similar to those of the Nasdaq Global Market. This
will enhance the Exchanges ability to compete with other exchanges that
currently allow dual listing, without imposing any additional burden on
competition.
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 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#97e5e2fbf2baf4f8fafaf2f9e3e4d7e4f2f4b9f0f8e1"><span class="__cf_email__" data-cfemail="4a383f262f67292527272f243e390a392f29642d253c">[email protected]</span></a>. Please include
file number SR-BX-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-BX-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-BX-2026-004 and
should be submitted on or before February 23, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\35\
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\35\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-01980 Filed 1-30-26; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on February 2, 2026.
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