Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing of Proposed Rule Change To Remove Existing Listing Rules and Establish New Listing Standards
Published Date: 2/2/2026
Notice
Summary
Nasdaq BX is shaking things up by scrapping its old listing rules and rolling out tougher new standards, matching those of the Nasdaq Global Market. This change affects companies listed on Nasdaq BX, aiming to boost quality and trust. The new rules kick in soon after SEC approval, potentially impacting which companies can stay listed and how they prepare financially.
Analyzed Economic Effects
6 provisions identified: 3 benefits, 3 costs, 0 mixed.
Venture Market Rules Removed (Small Issuers Affected)
The Exchange proposes to remove all current Venture Market listing rules by deleting Equity 3, which were aimed at smaller, less liquid companies. Companies that would have used BX's Venture Market listing path may no longer be eligible under the new, higher standards.
Stronger Delisting and Denial Authority
Nasdaq Texas proposes delisting standards and discretionary authority similar to Nasdaq that permit denial of initial listing, suspension, or termination of continued listing (including for regulatory misconduct or bankruptcy). The proposed rules include Listing Qualifications Department oversight, Hearings Panel procedures, and related delisting processes.
Exchange Adopts Nasdaq Global Market Rules
Nasdaq BX (referred to as Nasdaq Texas in the filing) proposes to remove its existing listing rules and replace them with new listing standards substantially similar to the Nasdaq Global Market (Rules 5000–5999). The change establishes higher quantitative and corporate governance requirements for companies that want to list on Nasdaq Texas.
Initially Only Dual Listings Allowed
The Exchange states it will initially only dually list securities that are also listed on another national securities exchange, and later expects to modify rules to permit primary listings. Firms seeking Nasdaq Texas as a sole primary listing venue will not be able to do so until future rule changes are filed.
Regulatory Halt Rules Updated for Material News
The Exchange proposes to amend Rule 4120(b) so Nasdaq Texas will declare a Regulatory Halt to permit dissemination of material news and may halt trading when it requests information from an issuer about material news or the issuer's ability to meet listing qualifications. In the Pre-Market Session, halts for news will occur only at an issuer's request or as specified in the rule.
New Rules for Convertible Debt and Subscription Receipts
Nasdaq Texas proposes listing requirements for convertible debt and subscription receipts that are substantially similar to rules in Nasdaq (e.g., references to Nasdaq Rules 5515(b), 5520, 5560, and 5565). These provisions allow such instruments to be listed under the Exchange's new Rule 5400 Series and related rules.
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