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Nasdaq Proposes Higher Liquidity Thresholds for Net Income Listings Summary

Nasdaq has proposed raising the Market Value of Unrestricted Publicly Held Shares (MVUPHS) requirement for companies listing under the Net Income Standard to $15 million on both the Nasdaq Capital Market and Nasdaq Global Market.
This is a major jump from the current $5 million (Capital Market) and $8 million (Global Market) MVUPHS thresholds and follows an April 11, 2025 rule change that limits MVUPHS to IPO proceeds only (no longer counting shares registered for resale).
The change would significantly narrow, and effectively eliminate, the primary advantage of listing via the Net Income Standard—making small-cap IPOs more difficult.

Why Nasdaq Says It’s Changing the Rule

Concern that listings with only $5–$8 million MVUPHS may not trade with sufficient liquidity for price discovery.
Desire to align liquidity thresholds across standards, regardless of whether a company qualifies by equity, market value, or net income.

Fewer companies will qualify to list under the Net Income Standard without raising additional capital to meet the $15 million MVUPHS.
The Net Income Standard loses its distinct benefit relative to the Equity and Market Value standards.
Small-cap companies may need larger IPOs, alternative capital plans, or to delay listing until they meet higher public float liquidity.

Companies can qualify for listing via three routes: Equity Standard, Market Value of Listed Securities Standard, or Net Income Standard.
Initial listing thresholds are intentionally higher than continued listing requirements to ensure market maturity at the time of listing.

Net Income Standard highlights: $4M stockholders’ equity, $750k net income (latest year or 2 of last 3), 1M unrestricted publicly held shares, MVUPHS of $5M (proposal raises to $15M), minimum price tests, corporate governance, 300 round-lot holders, and 3 market makers.
April 11, 2025 change: MVUPHS for IPO listings must be satisfied solely with IPO proceeds (shares registered for resale do not count).

Reassess offering size and valuation to ensure $15M MVUPHS at listing.
Plan earlier for public float composition given resale shares won’t count toward MVUPHS.
Consider whether Equity or Market Value standards are now more viable than Net Income.
Prepare investor-relations and market-making strategies to support liquidity expectations.