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SEC

SEC

Securities and Exchange Commission (US)

High Impact

SEC approves Nasdaq $5 million Market Value of Listed Securities continued-listing requirement

Published

Jul 22, 2026

Topics

Nasdaq continued listing, Market Value of Listed Securities, Issuer compliance, Delisting, Hearings Panel review, Market integrity

Executive Summary

The SEC has approved Nasdaq’s proposed rule change, as modified by Amendment No. 1, to add a new continued-listing requirement based on Market Value of Listed Securities. Companies listed on the Nasdaq Global Select Market, Nasdaq Global Market and Nasdaq Capital Market must maintain at least $5 million in MVLS. If a company is below that level for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination and the securities will be immediately subject to suspension and delisting, without the ordinary cure or compliance period. A request for Hearings Panel review will not stay trading suspension for this deficiency. However, Amendment No. 1 preserves a limited panel remedy: the Hearings Panel may reverse a determination made in error or grant an exception of up to 180 days from the Staff Delisting Determination for the company to demonstrate that it meets all initial listing requirements. Nasdaq-listed small-cap and distressed issuers should update daily listing-compliance monitoring and delisting contingency planning.

What Changed

newNew $5 million MVLS continued-listing standard

Previous

Nasdaq continued-listing rules included other quantitative and qualitative standards, but did not include this new standalone $5 million MVLS continued-listing requirement.

New

Listed companies in the covered Nasdaq markets must maintain MVLS of at least $5 million.

modifiedImmediate delisting trigger after 30 consecutive business days

Previous

Companies that failed many continued-listing standards generally could submit a compliance plan or receive an automatic cure or compliance period, subject to Nasdaq rules.

New

A company below $5 million MVLS for 30 consecutive business days receives a Staff Delisting Determination and its securities are immediately subject to suspension and delisting.

modifiedNo cure or compliance period for MVLS deficiency

Previous

Certain continued-listing deficiencies could be addressed through a cure or compliance period.

New

No cure or compliance period applies to failure to comply with the $5 million MVLS requirement.

modifiedHearing request will not stay suspension

Previous

A timely hearing request ordinarily stayed suspension of a company’s security from trading pending a written Hearings Panel decision, subject to listed exceptions.

New

For MVLS deficiencies, securities may be suspended during Hearings Panel review and generally trade in the OTC market while the review is pending.

newLimited Hearings Panel exception

Previous

Under Nasdaq’s general process, a Hearings Panel could grant exceptions for certain continued-listing deficiencies; Nasdaq’s original filing would have limited MVLS review more strictly.

New

For an MVLS-based Staff Delisting Determination, the Hearings Panel may grant only the specified relief: reversal for error or up to 180 days to demonstrate compliance with all initial listing requirements.

Business Impact

Who is affected

Directly affected

companies listed on the Nasdaq Global Select Market, Nasdaq Global Market and Nasdaq Capital Market, particularly issuers with MVLS near or below $5 million.

Indirectly affected

investors, broker-dealers, market makers, underwriters, investor relations advisers, transfer agents and legal counsel supporting affected issuers.

Jurisdictions

United States

Business processes

Nasdaq continued-listing compliance monitoring, Daily MVLS calculation and 30-business-day tracking, Board and disclosure committee escalation, Capital markets and financing contingency planning, Nasdaq Hearings Panel appeal preparation, Trading suspension and OTC-transition communications planning

Estimated effort

Medium

Compliance risk

High

Affected Reports

Nasdaq continued-listing compliance dashboard or watchlistDaily MVLS calculation and 30-business-day breach trackerListing deficiency escalation control for legal, finance and board reportingNasdaq Staff Delisting Determination response and Hearings Panel submission packTrading suspension, investor communications and OTC-transition contingency playbook
FieldValidation rule
Market Value of Listed SecuritiesNew Nasdaq Rules 5450(a)(3) and 5550(a)(6): minimum MVLS of at least $5 million for covered Nasdaq-listed companies.
MVLS measurement periodAmended Nasdaq Rule 5810(c)(1): failure to comply with the MVLS requirement for 30 consecutive business days triggers a Staff Delisting Determination.
Cure or compliance period availabilityAmended Nasdaq Rule 5810(c)(3)(C): no cure or compliance period is available for failure to comply with the MVLS requirement.
Stay pending Hearings Panel reviewAmended Nasdaq Rule 5815(a)(1)(B): a timely hearing request will not stay suspension for an MVLS-based Staff Delisting Determination.
Hearings Panel exception standardNew Nasdaq Rule 5815(c)(1)(I): the panel may reverse an erroneous determination or grant up to 180 days from the Staff Delisting Determination for the company to demonstrate compliance with all initial listing requirements.

Recommended Actions

7 suggested next steps· derived from source analysis
  1. 1
    AI generatedStep 1 of 7

    implement a daily MVLS control using Nasdaq’s definition of Market Value as consolidated closing bid price multiplied by the measure to be valued, and maintain a rolling 30-business-day breach count.

  2. 2
    AI generatedStep 2 of 7

    create internal early-warning thresholds above $5 million MVLS so legal, finance, treasury, investor relations and the board can act before a regulatory trigger occurs.

  3. 3
    AI generatedStep 3 of 7

    map the company’s current status against Nasdaq initial listing requirements, because Hearings Panel relief for an MVLS deficiency requires demonstrating compliance with all initial listing requirements.

  4. 4
    AI generatedStep 4 of 7

    update disclosure committee and board escalation procedures for potential Staff Delisting Determinations, immediate suspension and OTC-trading contingencies.

  5. 5
    AI generatedStep 5 of 7

    prepare a Hearings Panel evidence package in advance for issuers near the threshold, including MVLS calculations, any asserted Nasdaq calculation error, financing plans and evidence relevant to initial listing compliance.

  6. 6
    AI generatedStep 6 of 7

    review financing, investor relations and market-maker communication plans for scenarios where no ordinary cure period or stay of suspension is available.

  7. 7
    AI generatedStep 7 of 7

    monitor Nasdaq and SEC releases for any Nasdaq implementation notices, rulebook updates or operational guidance following the SEC approval order.

Timeline

other

Jan 13, 2026

Nasdaq filed proposed rule change SR-NASDAQ-2026-004 with the SEC under Exchange Act Section 19(b)(1) and Rule 19b-4.

publication

Jan 29, 2026

The proposed rule change was published for comment in the Federal Register.

other

Mar 11, 2026

The SEC designated a longer period for action on the proposed rule change.

other

Apr 28, 2026

The SEC instituted proceedings to determine whether to approve or disapprove the proposed rule change.

other

Jun 18, 2026

Nasdaq filed Amendment No. 1, replacing and superseding the original filing in its entirety.

publication

Jun 25, 2026

Amendment No. 1 was published for comment in the Federal Register.

publication

Jul 22, 2026

The SEC approved proposed rule change SR-NASDAQ-2026-004, as modified by Amendment No. 1.

Sources

AI-generated analysis is based on the following primary sources. Always verify against the official publication.

Related Evidence

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