Notice2026-04224
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing of Amendment Nos. 1 and 2 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1 and 2, To Remove Existing Listing Rules and Establish New Listing Standards
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Published
March 4, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 42 (Wednesday, March 4, 2026)</title>
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[Federal Register Volume 91, Number 42 (Wednesday, March 4, 2026)]
[Notices]
[Pages 10657-10660]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-04224]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104907; File No. SR-BX-2026-004]
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing
of Amendment Nos. 1 and 2 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment Nos. 1 and 2, To Remove
Existing Listing Rules and Establish New Listing Standards
February 27, 2026.
I. Introduction
On January 21, 2026, Nasdaq BX, Inc. (``Exchange'' or ``BX'') filed
with the Securities and Exchange Commission (``Commission''), pursuant
to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'')
\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to remove
existing listing rules and establish new listing standards. The
proposed rule change was published for comment in the Federal Register
on February 2, 2026.\3\ On January 30, 2026, the Exchange filed
Amendment No. 1 to the proposed rule change, which replaced and
superseded the original proposed rule change in its entirety.\4\ On
February 20, 2026, the Exchange filed Amendment No. 2 to the proposed
rule change, which replaced and superseded the original proposed rule
change, as modified by Amendment No. 1, in its entirety.\5\ The
Commission is publishing this notice to solicit comments on the
proposed rule change, as modified by Amendment Nos. 1 and
[[Page 10658]]
2, from interested persons and is approving the proposed rule change,
as modified by Amendment Nos. 1 and 2, on an accelerated basis.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 104712 (Jan. 28,
2026), 91 FR 4697 (``Notice''). The Commission has received no
comment letters on the proposed rule change.
\4\ Amendment No. 1 to the proposed rule change revised the
proposal by: (1) clarifying that a subsequent proposal to adopt
listing fees for Exchange Traded Products listed under Equity 3A
could be filed under Section 19(b) of the Act; (2) removing proposed
changes that would have eliminated or replaced listing rules for
certain Exchange Traded Products and generally reverting to existing
listing rules for those Exchange Traded Products; (3) adding a
definition of ``Regular Market Session''; (4) providing additional
explanation of certain aspects of the proposal; and (5) making other
technical and non-substantive changes for readability. The full text
of Amendment No. 1 can be found on the Commission's website at:
<a href="https://www.sec.gov/comments/sr-bx-2026-004/srbx2026004-698787-2189214.pdf">https://www.sec.gov/comments/sr-bx-2026-004/srbx2026004-698787-2189214.pdf</a>.
\5\ Amendment No. 2 to the proposed rule change revised the
proposal by: (1) removing the proposed definition of ``Regular
Market Session'' because the term was not used in the proposed
rules; and (2) making other technical and non-substantive changes
for readability. The full text of Amendment No. 2 can be found on
the Commission's website at: <a href="https://www.sec.gov/comments/sr-bx-2026-004/srbx2026004-707427-2226136.pdf">https://www.sec.gov/comments/sr-bx-2026-004/srbx2026004-707427-2226136.pdf</a>.
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II. Description of the Proposed Rule Change, as Modified by Amendment
Nos. 1 and 2 <SUP>6</SUP>
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\6\ All capitalized terms not otherwise defined in this order
shall have the meanings set forth in the Nasdaq Texas Listing Rules.
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As described further in the Notice,\7\ Nasdaq BX, Inc. was recently
reorganized into a limited liability corporation that is operated under
and governed by Texas state laws and renamed as Nasdaq Texas, LLC
(``Nasdaq Texas'').\8\ In connection with this conversion, the Exchange
proposes to remove its current listing standards,\9\ and adopt proposed
Rule 5000 Series (consisting of Rules 5000-5999), which contains rules
related to qualification, listing and delisting of companies on Nasdaq
Texas.\10\ Except where noted below, the proposed initial and continued
listing standards are substantially similar to the current rules of The
Nasdaq Stock Market LLC (``Nasdaq'') and, more specifically, those
rules that pertain to the Nasdaq Global Market (``Global Market'')
listing tier.\11\
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\7\ See Notice, supra note 3.
\8\ See Notice, supra note 3, at 4698. See also Securities
Exchange Act Release No. 104739 (Jan. 29, 2026), 91 FR 4989 (Feb. 3,
2026). The Exchange is also referred to as Nasdaq Texas in this
order.
\9\ See Notice, supra note 3, at 4698. The Exchange proposes to
remove all rules in Equity 3. See id.
\10\ See id. at 4698-99.
\11\ See id. 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 the Series 5300 Nasdaq
Global Select Market (``Global Select'') or Series 5500 Nasdaq
Capital Market (``Capital Market'') listing tiers, except for
initial and continued listing requirements for convertible debt and
subscription receipts. See Notice, supra note 3, at 4698 n.8. See
also infra note 17 and accompanying text.
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The Exchange proposes to establish Rule IM-5220-1, which provides
that all companies listing on Nasdaq Texas must be listed on another
national securities exchange.\12\ The Exchange states that, initially,
the Exchange will dually list companies and will transition to a
primary listing exchange in the future.\13\
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\12\ See Notice, supra note 3, at 4699. The Exchange is
proposing a slightly different definition for the term ``dually-
listed security'' than the definition utilized by Nasdaq to allow
for the possibility of listing on primary listing exchanges other
than the New York Stock Exchange. See Nasdaq Rule 5005(a)(11). See
also proposed Nasdaq Texas Rule 5005. In addition, the Exchange is
proposing Rule IM-5220 (Impact of Designation of Dually-Listed
Securities), which the Exchange states is substantially similar to
Texas Stock Exchange (``TXSE'') Rule 16.205, Supplementary Material
.01. See Notice, supra note 3, at 4699. The Exchange states that
proposed Rule IM-5220 more closely aligns with the TXSE rule because
securities listed on Nasdaq Texas will report quotations and
transactions to the consolidated Tape B of the securities
information processors. See Amendment No. 2, supra note 5, at 11.
\13\ See Notice, supra note 3, at 4699. The Exchange states that
it will submit a future filing to incorporate the necessary rules to
operate as a primary listing exchange. See id. at 4699 n. 23.
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The Exchange is not proposing to incorporate rules similar to the
Nasdaq Rule 5300 or 5500 Series, relating to the Global Select and
Capital Market listing tiers (except as discussed below),\14\ or Nasdaq
Rule IM-5405-1, relating to direct listings.\15\ As such, the Exchange
is not proposing to incorporate definitions of and references to the
Global Select or Capital Market.\16\ Further, the Exchange is proposing
initial and continued listing requirements for convertible debt and
subscription receipts on Nasdaq Texas that are substantially similar to
the listing requirements for convertible debt and subscription receipts
on the Nasdaq Capital Market.\17\
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\14\ See supra note 11.
\15\ See Notice, supra note 3, at 4699-4700. The Exchange states
that it will submit a future filing to incorporate Nasdaq Texas Rule
IM-5405-1, and proposes to include cross-references to the rule in
the proposed listing rules. See Amendment No. 2, supra note 5, at 7-
8.
\16\ See Notice, supra note 3, at 4699-4700.
\17\ See id. at 4700. See proposed Rules 5410(b), 5420, 5455(b)
and 5465. Nasdaq does not list convertible debt or subscription
receipts on the Global Market and does not have rules for such
listing in the Nasdaq Rule 5400 Series. Companies listed on the
Global Market may list convertible debt on the Capital Market under
Nasdaq Rules 5515(b) and 5560(b). See Notice, supra note 3, at 4700.
Similarly, companies listed on the Global Market may list
subscription receipts on the Capital Market pursuant to Nasdaq Rules
5520 and 5565. See Amendment No. 2, supra note 5, at 12.
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The Exchange is also not proposing to incorporate rules similar to
the Nasdaq Rule 5700 Series (Other Securities),\18\ or the Nasdaq Rule
5900 Series (Company Listing Fees).\19\ The Exchange states that the
Rule 5700 Series is reserved for future listing rules related to
special listing requirements for securities other than common or
preferred stock and warrants, such as Exchange Trade Products.\20\ The
Exchange also states that the Rule 5900 Series is reserved for future
rules pertaining to company listing fees, which will be filed before
the Exchange begins to list companies.\21\
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\18\ See Notice, supra note 3, at 4698.
\19\ See id. at 4699. The Exchange states it will submit future
filings to incorporate the Rule 5700 and 5900 Series, and proposes
to include cross-references to these rules in the proposed listing
rules. See Amendment No. 2, supra note 5, at 7-8.
\20\ See Notice, supra note 3, 4698.
\21\ See id. at 4699.
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Currently, Equity 3A establishes the Exchange's authority to trade
securities on a UTP basis and sets forth quantitative listing standards
applicable to certain Exchange Traded Products.\22\ Equity 3A, Section
1 currently states that the rules under Equity 3A will not be operative
until the Exchange files under Section 19(b)(2) under the Act to adopt
listing fees for these securities, and such proposed rule change is
approved by the Commission.\23\ The Exchange proposes to amend Equity
3A, Section 1 to reference Section 19(b) under the Act generally, and
to remove the reference to Commission approval.\24\ The Exchange also
proposes to amend Equity 3A, Section 2 to remove language that states
that the Rule 5000 Series is contained within Equity 3; and to amend
Equity 3A, Section 2(a) to remove the list of securities that may list
on the Exchange.\25\ The Exchange states that the list of securities
under current Equity 3A, Section 2(a) is not comprehensive and the
Exchange does not believe the provision is necessary.\26\
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\22\ See Equity 3A.
\23\ See Equity 3A, Section 1.
\24\ See Amendment No. 2, supra note 5, at 14-15.
\25\ See id. at 15.
\26\ See id.
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Finally, the Exchange proposes to amend Rule 4120(b)(1)(A)(iv) to
provide that the Exchange will declare a regulatory halt of a Nasdaq
Texas-listed security to permit the dissemination of material news or
when the Exchange requests certain information from the issuer.\27\
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\27\ The Exchange states that the revised provision is
substantially similar to Nasdaq Rules 4120(a)(1) and 4120(a)(5). See
Amendment No. 2, supra note 5, at 15-16.
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III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change, as modified by Amendment Nos. 1 and 2, is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange.\28\ Specifically, the
Commission finds that the Exchange's proposed rule change, as modified
by Amendment Nos. 1 and 2, is consistent with Section 6(b)(5) of the
Act,\29\ which requires, among other things, that the rules of an
exchange be designed to prevent fraudulent and manipulative acts and
practices, promote just and equitable principles of trade, foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions
[[Page 10659]]
in securities, and remove impediments to and perfect the mechanisms of
a free and open market and a national market system, and, in general,
to protect investors and the public interest, and not be designed to
permit unfair discrimination between customers, issuers, brokers, or
dealers. The Commission also finds that the proposed rule change, as
modified by Amendments No. 1 and 2, is consistent with Section 6(b)(7)
of the Act,\30\ which requires, among other things, that the rules of
an exchange provide fair procedure for the prohibition or limitation by
the exchange of any person with respect to access to services offered
by the exchange.
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\28\ In approving this proposed rule change, as modified by
Amendment Nos. 1 and 2, the Commission has considered the proposed
rule's impact on efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
\29\ 15 U.S.C. 78f(b)(5).
\30\ 15 U.S.C. 78f(b)(7).
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The development and enforcement of meaningful listing standards
\31\ for an exchange is of critical importance to financial markets and
the investing public. Among other things, such listing standards help
ensure that exchange-listed companies will have sufficient public
float, investor base, and trading interest to provide the depth and
liquidity to promote fair and orderly markets. Meaningful listing
standards also are important given investor expectations regarding the
nature of securities that have achieved an exchange listing, and the
role of an exchange in overseeing its market and assuring compliance
with its listing standards.\32\ Further, the corporate governance
standards embodied in the listing rules of national securities
exchanges, in particular, play an important role in assuring that
companies listed for trading on the exchanges' markets observe good
governance practices including safeguarding the interests of
shareholders.\33\
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\31\ The Commission notes that this reference to ``listing
standards'' is referring to both initial and continued listing
standards.
\32\ See, e.g., Securities Exchange Act Release Nos. 88716 (Apr.
21, 2020), 85 FR 23393 (Apr. 27, 2020) (SR-NASDAQ-2020-001) (Order
Approving a Proposed Rule Change To Modify the Delisting Process for
Securities With a Bid Price at or Below $0.10 and for Securities
That Have Had One or More Reverse Stock Splits With a Cumulative
Ratio of 250 Shares or More to One Over the Prior Two-Year Period);
88389 (Mar. 16, 2020), 85 FR 16163 (Mar. 20, 2020) (SR-NASDAQ-2019-
089) (Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To Amend Rule 5815 To Preclude Stay During Hearing
Panel Review of Staff Delisting Determinations in Certain
Circumstances). See also Securities Exchange Act Release No. 81856
(Oct. 11, 2017), 82 FR 48296, 48298 (Oct. 17, 2017) (SR-NYSE-2017-
31) (Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To Amend the Listed Company Manual To Adopt Initial
and Continued Listing Standards for Subscription Receipts) (stating
that ``[a]dequate standards are especially important given the
expectations of investors regarding exchange trading and the
imprimatur of listing on a particular market'' and that ``[o]nce a
security has been approved for initial listing, maintenance criteria
allow an exchange to monitor the status and trading characteristics
of that issue . . . so that fair and orderly markets can be
maintained.'').
\33\ See, e.g., Securities Exchange Act Release Nos. 85374 (Mar.
20, 2019), 84 FR 11354, 11356 (Mar. 26, 2019) (SR-NYSE-2018-54);
91567 (Apr. 14, 2021), 86 FR 20556, 20559 (Apr. 20, 2021) (SR-
NASDAQ-2020-100).
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As discussed above, the Exchange proposes to adopt new initial and
continued listing standards for companies to be listed on Nasdaq Texas
that generally are substantially similar to the current rules of Nasdaq
and, in most instances, the Global Market listing tier. In addition,
proposed Rule IM-5220 is substantially similar to a TXSE rule that was
approved by the Commission.\34\ These proposed listing standards relate
to the listing and delisting of companies, including procedures and
prerequisites for initial and continued listing on Nasdaq Texas,
obligations of issuers with securities listed on Nasdaq Texas, rules
describing the suspension and delisting process, and procedures for
review of the Exchange's listing determinations.\35\ The Exchange also
proposes to require all companies listing on Nasdaq Texas to already be
listed on another national securities exchange and states that it will
transition to allowing primary listings in the future.\36\ The
Commission has previously found that the initial and continued listing
standards of Nasdaq are consistent with the Act.\37\
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\34\ See Securities Exchange Act Release No. 104146 (Sept. 30,
2025), 90 FR 47880 (Oct. 2, 2025) (File No. 10-249) (approving the
application of TXSE to become a registered national securities
exchange).
\35\ See proposed Rule 5000 Series. The proposed initial and
continued listing requirements encompass quantitative and
qualitative requirements, including corporate governance standards.
\36\ See supra notes 12-13 and accompanying text.
\37\ 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).
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The Exchange proposes to retain its existing rules that contain
initial and continued listing requirements for Exchange Traded Products
and provide authority for the Exchange to trade securities on a UTP
basis, while making certain non-substantive changes to those rules that
will add clarity to the Exchange's listing rules.\38\ In addition, the
Exchange proposes to broaden the statutory provision under which the
Exchange may file future fee filings in a manner that is consistent
with the current statutory requirements for such filings.\39\
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\38\ See supra notes 22-26 and accompanying text.
\39\ See 15 U.S.C. 78s(b). See also supra note 23-24.
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Finally, proposed Rule 4120(b)(1)(A)(iv) is substantially similar
to a Nasdaq rule and would provide the Exchange with appropriate
authority to declare a regulatory halt for its listed securities.\40\
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\40\ See supra note 27 and accompanying text.
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IV. Solicitation of Comments on Amendment Nos. 1 and 2 to the Proposed
Rule Change
Interested persons are invited to submit written data, views, and
arguments concerning whether the proposed rule change, as modified by
Amendment Nos. 1 and 2, 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#651710090048060a0808000b1116251600064b020a13"><span class="__cf_email__" data-cfemail="4b393e272e66282426262e253f380b382e28652c243d">[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 March 25, 2026.
V. Accelerated Approval of the Proposed Rule Change, as Modified by
Amendment Nos. 1 and 2
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment Nos. 1 and 2,
[[Page 10660]]
prior to the thirtieth day after the dates of publication of notice of
the original filing, and of the filing of Amendment Nos. 1 and 2, in
the Federal Register. The proposed rule change, as modified by
Amendment Nos. 1 and 2, generally is substantially similar to the
current rules of Nasdaq and, in most instances, the Global Market
listing tier. The Commission has previously found that the initial and
continued listing standards of Nasdaq are consistent with the Act.\41\
In addition, one aspect of the proposal is substantially similar to the
current rules of TXSE. Furthermore, the original proposal has been
subject to public comment \42\ and no comment has been received.
Amendment Nos. 1 and 2 provide additional clarity to the proposal by
making certain technical and non-substantive changes and provide
additional explanation relating to the proposal. Amendment Nos. 1 and 2
also remove certain changes regarding initial and continued listing
requirements for Exchange Traded Products that effectively eliminate
this aspect of the initial proposal.
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\41\ See supra note 37 and accompanying text.
\42\ See Notice, supra note 3.
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The proposed rule change, as modified by Amendment Nos. 1 and 2,
does not raise any novel regulatory issues that have not previously
been subject to comment. Accordingly, the Commission finds good cause,
pursuant to Section 19(b)(2) of the Act,\43\ to approve the proposed
rule change, as modified by Amendment Nos. 1 and 2, on an accelerated
basis.
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\43\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\44\ that the proposed rule change (SR-BX-2026-004), as modified by
Amendment Nos. 1 and 2, be and hereby is, approved on an accelerated
basis.
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\44\ Id.
\45\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\45\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-04224 Filed 3-3-26; 8:45 am]
BILLING CODE 8011-01-P
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