On January 13, 2026, The Nasdaq Stock Market LLC (Nasdaq) filed a proposed rule change[1] with the U.S. Securities and Exchange Commission (SEC) to adopt a new Market Value of Listed Securities (MVLS)[2] continued listing requirement of at least $5 million. Concurrently, Nasdaq proposed a number of related rule changes to enhance and strengthen its continued listing framework. Under these proposals, companies that fail to comply with the new MVLS requirement would be subject to trading suspension and immediate delisting from Nasdaq, and the review by the Nasdaq Listing Qualifications Hearings Panel (the Hearings Panel) would be limited solely to factual errors.

What are the proposed changes?

1. New $5M MVLS Requirement: Nasdaq proposes to adopt Listing Rules 5450(a)(3) and 5550(a)(6) to require companies listed on the Nasdaq Global Market and Nasdaq Capital Market, respectively, to maintain a minimum MVLS of at least $5 million.

The table below provides an overview of the continued listing requirements for the Nasdaq Global Market and the Nasdaq Capital Market in light of the proposed rule changes.

2. Immediate Delisting for Non‑Compliance: Nasdaq is proposing to amend (i) Listing Rule 5810(c)(1), which would introduce a new deficiency category under which a company that fails to maintain at least $5 million in MVLS for 30 consecutive business days would become immediately subject to trading suspension and delisting, and (ii) Listing Rule 5810(c)(3), which provides that a company will not be entitled to a cure or compliance period if the company failed to meet the proposed MVLS requirement.

3. No Stay of Suspension During Any Appeal: If a company fails to comply with the newly proposed MVLS requirement, Nasdaq will issue a Staff Delisting Determination[3] pursuant to Rule 5810. A company may appeal such determination to the Hearings Panel. Under the current Listing Rule 5815(a)(B), a timely request for a hearing generally operates to stay the suspension and delisting pending the issuance of a written decision by the Hearings Panel. Nasdaq has proposed to amend Rule 5815 and to adopt Rule 5815(a)(1)(B)(ii)(f) to provide that a company suspended under proposed Rules 5450(a)(3) or 5550(a)(6) would not be entitled to a stay of the suspension during the pendency of an appeal.

4. Delisting Decision Can Only be Reversed for Factual Errors: Nasdaq proposes to amend Listing Rule 5815(c)(1)(H) to provide that, in the case of a company that receives a Staff Delisting Determination notice for failure to maintain an MVLS of at least $5 million under Rule 5450(a)(3) or 5550(a)(6), the Hearings Panel may reverse the delisting determination only if it finds that the Staff Delisting Determination was issued in error and that the company never failed to satisfy the applicable requirement. In such circumstances, where no factual errors are identified, the Hearings Panel would be precluded from considering evidence that the company subsequently regained compliance pursuant to Rule 5815(c)(1)(E) and may not grant an exception under Rule 5815(c)(1)(A) to allow the company additional time to regain compliance.

What is Nasdaq’s rationale for the proposed changes?

In its proposal, Nasdaq explains that companies experiencing sustained financial or operational difficulties typically fail to regain long‑term compliance with listing requirements. As investor interest declines and market values fall, Nasdaq views these companies as inappropriate for continued listing, given the low likelihood of sustained compliance and the challenges making markets in these securities pose to maintaining a fair and orderly market. Nasdaq further reasons that a MVLS below $5 million may be a leading indicator of broader listing‑compliance concerns, and that companies exhibiting such deficiencies often become subject to delisting on other grounds.

Nasdaq believes that its proposed changes will balance the need to maintain appropriate listing standards with the need to protect investors and the public interest.

When will the proposed rule changes become effective?

A notice of such proposed rule changes was published in the Federal Register on January 29, 2026.[4] Within 45 days of the date of publication of this notice in the Federal Register, or within a longer period up to 90 days (i) as the SEC 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 Nasdaq consents, the SEC 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.

What are the implications?

The proposed rule changes significantly heighten delisting risk for microcap and financially distressed companies by eliminating cure periods, limiting appeal rights, and permitting immediate suspension once their MVLS falls below $5 million for a sustained period. Overall, the proposal reflects Nasdaq’s broader effort to strengthen listing standards, reduce prolonged non‑compliance, and prioritize investor protection and market integrity over procedural flexibility for low‑value issuers.

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