Nasdaq Listing Requirements in 2026: What Changed for IPO Candidates

Nasdaq tightened its listing standards in 2026. The changes mainly affect smaller IPOs on the Nasdaq Capital Market and companies based in China. If you are planning a listing in the next two years, here is what changed and what it means for your financial statements.

Nasdaq's three market tiers

• Nasdaq Global Select Market: the highest financial and liquidity standards.
• Nasdaq Global Market: mid-tier standards.
• Nasdaq Capital Market: the most common tier for smaller IPOs.

Each tier has several alternative standards, such as earnings, equity, or market value. A company only needs to meet one standard in its tier.

Change 1: a $15 million minimum public float

Since January 17, 2026, a company listing on the Nasdaq Global Market or Nasdaq Capital Market under the net income standard must have at least $15 million in market value of unrestricted publicly held shares. Shares held by officers, directors, and 10% holders do not count. Very small offerings that would have qualified before may no longer meet this test.

Change 2: rules for China-based companies

In May 2026, the SEC approved Nasdaq rules for companies headquartered or incorporated in mainland China, Hong Kong, or Macau:

• The IPO must be a firm-commitment underwritten offering that raises at least $25 million from public holders.
• These companies cannot list on the Nasdaq Global Market or Capital Market through a direct listing.
• After a business combination, such as a merger with a special purpose acquisition company, the company must have at least $25 million in unrestricted public float.

Change 3: faster removal of very small deficient companies

Nasdaq also proposed a faster suspension and delisting process for companies that fall out of compliance and have a market value of listed securities below $5 million. The practical message: plan to stay well above the minimums after listing, not just on the IPO date.

What the financial statements must look like

The listing rules sit on top of SEC requirements:

• Audited by a PCAOB-registered firm. Every year presented in the registration statement must be audited under PCAOB standards.
• Two or three years. An emerging growth company, with under $1.235 billion in annual revenue, can present two years of audited financial statements. Others generally present three years of income statements.
• U.S. GAAP or IFRS. U.S. companies use U.S. GAAP. Foreign private issuers may use IFRS as issued by the IASB with no reconciliation.
• Interim updates. Financial statements go stale. If the offering slips, you will need updated interim numbers, which means your monthly close has to be reliable.

Timeline: start earlier than you think

Most companies need 18 to 24 months to get their accounting ready: converting historical books, completing audits, documenting revenue and equity accounting, and building a close fast enough for quarterly reporting. Our IPO accounting roadmap lays out each phase.

After you list

U.S. companies file annual reports on Form 10-K and quarterly reports on Form 10-Q. Most new issuers start as non-accelerated filers, with 90 days to file the 10-K and 45 days for each 10-Q. Foreign private issuers file Form 20-F within four months of year-end and furnish semiannual interim results to Nasdaq on Form 6-K.

Our IPO Readiness Accounting service prepares the financial statements, works with your auditor and counsel through SEC comments, and runs public-company reporting after the listing. Read more about the accounting work in IPO readiness: the accounting work behind a listing.

Frequently asked questions

What is the difference between the Nasdaq Capital Market and NYSE American?

Both are U.S. exchanges that list smaller companies. Their initial listing standards, fees, and governance rules differ, so the right choice depends on your financials and your underwriter's advice.

How long does the SEC review take?

It varies with the filing and how quickly comments are answered. Many companies go through several rounds of SEC comment letters over a few months. Clean financial statements and fast answers shorten it.

Do we need SOX 404 internal-control reports before the IPO?

No. A newly public company's management report on internal control under SOX 404(a) starts with its second annual report. Emerging growth companies are exempt from the auditor attestation under SOX 404(b). Your controls still need to work from the day you list.

Can we keep our current auditor?

Only if the firm is registered with the PCAOB and independent of your company. Many firms that audit private companies are not PCAOB-registered, so check early. Changing auditors close to filing can delay the IPO.

Which companies count as China-based under the new Nasdaq rule?

The rule covers companies headquartered or incorporated in mainland China, Hong Kong, or Macau. Your securities counsel should confirm whether it applies to your structure.