For companies operating near Nasdaq’s minimum listing thresholds, the timing of a compliance requirement can materially affect financing decisions, investor communications, and board oversight.

An October 5, 2026 SEC notice addresses that timing for Nasdaq’s new $5 million Market Value of Listed Securities continued listing requirement. Nasdaq’s filing clarifies that, if the underlying rule proceeds following SEC review, the 30-business-day measurement period would begin fresh after the current stay ends. Days before or during the stay would not count toward a deficiency.

The distinction matters: this filing addresses implementation of the requirement. It does not resolve the SEC’s pending review of the underlying rule.

What Happened?

On July 22, 2026, the SEC’s Division of Trading and Markets, acting under delegated authority, approved Nasdaq’s proposal to establish a minimum $5 million Market Value of Listed Securities requirement for continued listing. The rule became operative upon approval.

That approval was subsequently challenged through petitions for Commission review.

On July 29, the SEC notified Nasdaq that the approval order had been automatically stayed. On September 11, the Commission granted the petitions for review, established a process for submitting statements supporting or opposing the approval order, and continued the stay pending further Commission action.

This created a practical question for listed companies: Would days below the $5 million threshold between the original approval and the stay count toward future noncompliance?

Nasdaq’s latest filing answers that question.

A Fresh Measurement Period After the Stay

Under the revised timing described in the filing, the underlying rule would become operative upon termination of the stay. The first business day counted toward determining noncompliance would be the business day immediately following the stay’s termination.

A company would become noncompliant with the new requirement if its Market Value of Listed Securities remained below $5 million for 30 consecutive business days.

Nasdaq expressly states that it would exclude:

• The period between the July 22 approval and the July 29 automatic stay.

• The entire period during which the stay remains in effect.

This approach removes uncertainty for companies whose market value has moved above and below the threshold while SEC review is pending.

If the Commission ultimately disapproves the underlying rule, Nasdaq states that it would not apply the requirement.

What This Filing Changes—and What Remains Pending

The filing modifies the operative date of the previously approved rule. It does not change the $5 million threshold or the 30-consecutive-business-day measurement standard.

It also leaves companies’ rights to seek Hearings Panel review of a Staff Delisting Determination unaffected, according to Nasdaq.

For boards and management teams, the procedural distinction is essential. The timing amendment’s immediate effectiveness does not lift the stay on the underlying listing requirement.

The amendment was filed under the process for immediately effective exchange rule changes. The notice also describes the ordinary 30-day operative delay applicable to that filing category, unless the Commission designates a shorter period. Separately, the underlying $5 million requirement remains subject to the stay and the Commission’s review.

Companies should therefore avoid treating this notice as confirmation that the new threshold is already being enforced.

Why This Matters for Smaller Public Companies

Our practical assessment is that the filing gives companies greater certainty about how to plan for a potential implementation date.

Without this clarification, an issuer could face uncertainty over whether earlier periods below the threshold would carry forward once the stay ended. Nasdaq’s approach establishes a fresh starting point for the measurement period.

That clarity can inform several decisions.

Capital planning. Companies approaching the threshold can assess financing needs and transaction timelines against the possibility of a future compliance period.

Board oversight. Boards can distinguish between monitoring a potential listing risk and responding to an actual deficiency under an operative rule.

Investor communications. Public statements should accurately describe the requirement’s procedural status. A stayed approval and a timing amendment should not be presented as a final resolution of Commission review.

Compliance monitoring. Companies should continue evaluating their obligations under other applicable Nasdaq listing standards. This filing addresses the timing of this particular requirement.

The fresh measurement period provides planning clarity; it does not eliminate the potential significance of the underlying threshold.

Comments and Next Steps

The SEC is soliciting comments on the timing amendment under File No. SR-NASDAQ-2026-081.

The linked notice states that comments are due 21 days after publication in the Federal Register, but it contains a placeholder rather than a calendar deadline. Anyone preparing a submission should confirm the publication date and resulting deadline before filing.

Comments may be submitted through the SEC’s online comment process or by email to rule-comments@sec.gov, with the file number in the subject line.

The notice also states that the Commission may temporarily suspend the timing amendment within 60 days of its filing and institute proceedings to determine whether it should be approved or disapproved. That suspension window is separate from the public comment period.

Learn more

This blog post is for informational purposes only and is not legal advice. Please consult with a Launch Legal attorney regarding your specific situation.