Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the Operative Date of SR-Nasdaq-2026-004

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<title>Federal Register, Volume 91 Issue 194 (Thursday, October 8, 2026)</title>
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[Federal Register Volume 91, Number 194 (Thursday, October 8, 2026)]
[Notices]
[Pages 64442-64444]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-20596]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106594; File No. SR-NASDAQ-2026-081]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Modify the Operative Date of SR-Nasdaq-2026-004

October 5, 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 September 25, 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, II, and III, 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 modify the operative date of SR-Nasdaq-
2026-004.
    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
    On July 22, 2026, the Division of Trading and Markets took action, 
pursuant to delegated authority,\3\

[[Page 64443]]

granting approval of the proposed rule change by the Nasdaq Stock 
Market LLC to adopt a new Market Value of Listed Securities continued 
listing requirement of at least $5 million.\4\ That rule change became 
operative upon approval.
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    \3\ 17 CFR 200.30-3(a)(12).
    \4\ Exchange Act Release 105971 (July 22, 2026), 91 FR 46995 
(July 27, 2026) (the ``July 22nd Order'').
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    On July 29, 2026, the Commission notified Nasdaq that it had 
received, pursuant to Rule 430 of the Commission's Rules of Practice 
\5\ notices of intention to petition for review of the delegated action 
and that in accordance with Rule 431(e), the Commission's July 22nd 
Order was stayed until the Commission ordered otherwise (the 
``Automatic Stay'').\6\ On September 11, 2026, the Commission issued an 
Order granting the petitions for review, scheduling the filing of 
statements in support of or in opposition to the approval order, and 
continuing the stay pending further order of the Commission (together 
with the Automatic Stay, the ``Stay'').\7\
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    \5\ 17 CFR 201.430.
    \6\ Letter from J. Matthew Delesdernier, Office of the 
Secretary, SEC, to Nikolai Utochkin, Senior Counsel, Listing and 
Governance, Nasdaq, available at <a href="https://www.sec.gov/files/rules/sro/nasdaq/2026/letter-deputy-secretary-regarding-sr-nasdaq-2026-004.pdf">https://www.sec.gov/files/rules/sro/nasdaq/2026/letter-deputy-secretary-regarding-sr-nasdaq-2026-004.pdf</a>.
    \7\ Exchange Act Release 106338 (September 11, 2026), 91 FR 
58499 (September 15, 2026).
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    Pursuant to the approved rule change, a company becomes non-
compliant with the new $5 million continued listing requirement when it 
fails to maintain that minimum threshold for thirty consecutive 
business days. The Stay creates uncertainty around the application of 
the rule given that certain companies were below the threshold for the 
period between the rule's approval and the implementation of the 
Automatic Stay. To eliminate any such uncertainty or confusion, Nasdaq 
is filing this proposed rule change to modify the operative date of SR-
Nasdaq-2026-004.
    As revised, the rule will become operative upon termination of the 
Stay and the first business day that Nasdaq will consider towards 
determining whether a company is non-compliant with Rules 5450(a)(3) 
and 5550(a)(6) (i.e., in determining whether the company's Market Value 
of Listed Securities has been below $5 million for 30 consecutive 
business days) will be the business day immediately following the 
termination of the Stay. For example, if, hypothetically, the Stay is 
terminated on September 24, 2026, the first business day considered in 
determining whether a company is non-compliant with the $5 million 
Market Value of Listed Securities continued listing requirement would 
be September 25, 2026, and the company would first become non-compliant 
with the requirement if it remains below the threshold for thirty 
consecutive business days thereafter. For clarity, no consideration 
would be given to the company's market capitalization for the period 
between the rule's approval on July 22, 2026, and the implementation of 
the Automatic Stay on July 29, 2026, nor during the operation of the 
Stay. Of course, if the proposed rule change is ultimately disapproved 
by the Commission, then Nasdaq would not apply it.
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, 
by removing uncertainty in the application of the rule arising from the 
Stay. Companies and their advisors have raised questions about the 
proper calculation of time under the rule due to the Stay. These 
questions are compounded by the fact that the Market Value of Listed 
Securities of some companies may fluctuate during the Stay, such that a 
company may be above the $5 million threshold for periods during the 
Stay but not upon its termination. Given the short period between the 
rule's approval and the implementation of the Automatic Stay, and the 
length of time that the Stay has been in effect, Nasdaq believes that 
modifying the operative date so that the rule becomes operative only 
following termination of the Stay will protect investors and the public 
interest by removing any uncertainty or confusion around the operation 
of the rule, which would otherwise operate as an impediment to the 
mechanism of a free and open market and a national market system.
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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 this proposed change to the operative 
date will have no impact on the conclusion in the July 22nd Order that 
the approved rule change provides a fair procedure for the prohibition 
or limitation by the Exchange of any person with respect to access to 
services offered, as required by Section 6(b)(7) of the Act.\10\ All 
aspects of a company's ability to seek review of a Staff Delisting 
Determination by the Hearings Panel, as discussed in the July 22nd 
Order, remain unaffected by the proposed change in the operative date.
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    \10\ 15 U.S.C. 78f(b)(7).
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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. The proposed operative date 
change does not impose any burden on competition between exchanges as 
it merely effects a Nasdaq rule. The proposed operative date change 
also does not impose any burden on competition among listed companies 
because the new operative date will be applied to all companies in the 
same way.

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

    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 from 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 \11\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\12\
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the 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 to 
determine whether the proposed rule should be approved or disapproved.

[[Page 64444]]

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#c5b7b0a9a0e8a6aaa8a8a0abb1b685b6a0a6eba2aab3"><span class="__cf_email__" data-cfemail="f684839a93db95999b9b93988285b6859395d8919980">[email&#160;protected]</span></a>. Please include 
file number
    SR-NASDAQ-2026-081 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-2026-081. 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-2026-081 and should be submitted 
on or before October 29, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-20596 Filed 10-7-26; 8:45 am]
BILLING CODE 8011-01-P


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