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SRFC Client Alert: SEC Grants Review of NASDAQ $5M MVLS Continued Listing Standard – Stay Remains in Effect

September 14, 2026

Overview

On September 11, 2026, the Securities and Exchange Commission (the “SEC” or the “Commission”) issued an order granting petitions for review of the SEC Division of Trading and Markets’ July 22, 2026 approval order, which approved Nasdaq’s proposed $5 million Market Value of Listed Securities (“MVLS”) continued listing requirement pursuant to delegated authority.

The September 11 order provides that the stay of the approval order currently in effect (as described in the SEC Deputy Secretary’s July 29, 2026 letter to Nasdaq) shall remain effective pending further order of the Commission.

Additionally, the September 11 order provides that written statements from any party or other person in support of or in opposition to the approval order may be filed with the Commission for consideration on or before the 21st day after the date of publication of the September 11 order in the Federal Register.

Key Takeaways

  1. Petitions for SEC Review Granted. The Commission granted the petitions for review filed on August 5, 2026, by the Small Public Company Coalition (“SPCC”) and Cemtrex, Inc. (“Cemtrex”), both of which challenged the Division of Trading and Markets’ July 22, 2026 approval order, issued for the Commission pursuant to delegated authority, to adopt a new continued listing requirement mandating a minimum MVLS of at least $5 million. For more information regarding the substantive requirements of the proposed rule change, please refer to the prior SRFC client alert on the topic, which can be found here.
  2. Stay of the Approval Order Remains in Effect. The September 11 order confirms that the July 22, 2026 approval order remains stayed pending further order of the Commission. The original stay was automatically triggered pursuant to Rule 431(e) of the SEC’s Rules of Practice on July 29, 2026, when SPCC and Cemtrex filed notices of intention to petition for review. While the stay remains in effect, Nasdaq generally cannot enforce the $5 million MVLS requirement.
  3. New Supporting or Opposing Statements May Be Filed with the Commission. The September 11 order provides that any party or other person may file a written statement in support of or in opposition to the approval order on or before the date that is 21 days after the date of publication of the September 11 order in the Federal Register. This opens the matter to additional public input beyond the original petitioners.
  4. Practical Implications. The ultimate outcome remains uncertain. The Commission will consider whether to affirm, modify, reverse, set aside, or remand the Division’s delegated approval. There is no prescribed deadline for the Commission’s decision. Nasdaq-listed companies (particularly smaller listed issuers that are at risk of being de-listed due to the proposed rules) should continue to monitor developments closely and consider potentially available strategic alternatives to address potential compliance issues, in order to be prepared if the Commission lifts the stay and ultimately affirms the approval or otherwise permits implementation of the proposed rules.

The SEC’s September 11, 2026 order can be found here.

If you have any questions regarding this client alert, please call or e-mail your SRFC attorney.

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DISCLAIMER: This communication, which we believe may be of interest to our clients and friends of the firm, is for general information only. It is not a full analysis of the matters presented and should not be relied upon as legal advice. This may be considered attorney advertising in some jurisdictions. Prior results do not guarantee a similar outcome.