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Frequently Asked Questions

General Questions

Can you assist me with interpreting a SEC rule, policy or regulation?
NASDAQ does not typically answer questions regarding SEC policies, requirements, and interpretations. Instead, the individual should contact the company's SEC counsel or the SEC's Division of Corporation Finance at 202.551.3500 or Division of Market Regulation - Office of Interpretations and Guidance at 202.551.5777.

What does the fifth character in a symbol mean?
 Fifth
 Character
    Indication
A   Class A

B   Class B

D   New - Frequently, the "D" is added to indicate a stock split or some type of reorganization. In that case, it may remain for approximately 20 trading days before it is removed.

F   Foreign

G   First Convertible Bond

H   Second Convertible Bond, same company

I   Third Convertible Bond, same company

J   Voting

K   Non-voting

L   Miscellaneous situations, such as depositary receipts, stubs, additional warrants, and units

M   Fourth preferred, same company

N   Third preferred, same company

O   Second preferred, same company

P   First preferred, same company

R   Rights

S   Shares of beneficial interest

T   With warrants or with rights

U   Units

V   When-issued and when distributed

W   Warrants

Y   ADR

Z   Miscellaneous situations, such as depositary receipts, stubs, additional warrants, and units.

How does NASDAQ communicate that a company does not comply with a continued listing standard?
Since August 2005, NASDAQ has broadcast an indicator over its market data dissemination network, noting when a NASDAQ-listed company failed to submit its regulatory filings on time, failed to meet NASDAQ's continued listing standards, and/or filed for bankruptcy. The indicator will be displayed with quotation information related to the company's securities on NASDAQ.com, NASDAQTrader.com and by other third party providers of market data information. NASDAQ also posts a list of all non-compliant NASDAQ companies and the reason(s) for such non-compliance on our website. Click here to view the list.

Does NASDAQ require the filing of Securities and Exchange Commission reports and documents?
NASDAQ-listed companies are required to file with NASDAQ copies of all reports and other documents filed or required to be filed with the Securities and Exchange Commission (or other appropriate regulatory authority) on or before the applicable due date. This requirement is considered fulfilled if the company files the report or document with the SEC through the EDGAR system. A company that does not file through the EDGAR system is required to provide three copies of the report to NASDAQ. Please see the Distribution of Annual & Interim Reports Frequently Asked Questions for more information regarding the filing of SEC periodic reports.

Banks and officers and directors of listed companies that file with the FDIC must still provide paper copies to NASDAQ. Currently, NASDAQ systems do not have an electronic link with FDICconnect, and therefore NASDAQ is not notified when filings are made through that system.

For additional information regarding the reporting requirements of NASDAQ's listed companies, please see Regulatory Requirements.

Are Section 16 Reports, Schedules 13-D and 13-G and Forms 144 required to be filed with NASDAQ?
Yes. Federal securities laws require the filing with NASDAQ of Section 16 filings (Forms 3, 4 and 5), Schedules 13-D and 13-G and Form 144 filings that relate to NASDAQ-listed securities. NASDAQ has received no-action relief from the Securities and Exchange Commission that allows the electronic filing of these documents through the SEC's EDGAR system to satisfy the obligation to file these reports with NASDAQ. A copy of filings not made using the SEC's EDGAR system should be sent to Listing Qualifications.

Banks and officers and directors of such listed companies that file with the FDIC must still provide paper copies to NASDAQ. Currently, NASDAQ systems do not have an electronic link with FDICconnect, and therefore NASDAQ is not notified when filings are made through that system.

What documents does NASDAQ require for a Forward Stock Stock Split?
The company should complete the Notification Form: Non-Cash Dividend/Distribution (PDF) at least 10 calendar days prior to the record date. Please follow the instructions on the Form regarding its submission, which should include the following information:

  • Whether the shareholders have approved the transaction;
  • The split ratio;
  • The new CUSIP number, if changed;
  • Total Shares Outstanding (TSO)/Par Value before and after the split;
  • Whether all legal filings have been completed with the appropriate state or foreign agency;
  • The effective date of the forward split (as of the opening of business);
  • Proxy or Board Resolutions; and
  • Amended Articles of Incorporation.

If a new CUSIP number is required to effect the forward stock split, a fifth character, "D", will be appended to the issue symbol for 20 trading days to reflect the split.

What documents does NASDAQ require for a Reverse Stock Split?
The company should complete the Notification Form: Substitution Listing Event (PDF) at least 15 calendar days prior to the effective date. Please follow the instructions on the Form regarding its submission and the payment of the $7,500 required fee.

The submission should contain the following information as appropriate:

  • Whether the shareholders have approved the transaction;
  • The split ratio;
  • The new CUSIP number;
  • Total Shares Outstanding (TSO)/Par Value before and after the split;
  • Whether all legal filings have been completed with the appropriate state or foreign agency;
  • The effective date of the reverse stock split (as of the opening of business);
  • Proxy or Board Resolutions; and
  • Amended Articles of Incorporation.

A fifth character, "D", will be appended to the issue symbol for 20 trading days to reflect the reverse split.

What form does my company need to submit if the number of total shares outstanding has increased or decreased by 5% or more?
The company should file the Notification Form: Change in the Number of Shares Outstanding (PDF). This form should be filed no later than 10 calendar days after the occurrence.

My company is considering changing its name. What information does NASDAQ need?
The company should complete the Notification Form: Change in Company Record (PDF) and submit the $2,500 record-keeping fee no later than 10 business days after the change; however, NASDAQ recommends that the submission be made no later than two business days prior to the requested change in the company's name. Please see the instructions regarding the submission of the Form and payment to Corporate Data Operations.

The company should also provide the following information to Listing Qualifications:

  • Proxy or Board resolutions;
  • Amended Articles of Incorporation; and
  • A new, originally signed NASDAQ Listing Agreement (PDF). A faxed copy may be sent with the original to follow.

My company is currently trading on The NASDAQ Stock Market and is considering changing its symbol. How do I reserve a symbol and what information is required?
A company may submit a request to reserve a new symbol for trading on The NASDAQ Stock Market by using our on-line form. The company may reserve one symbol, and the reservation will remain in place for up to six months.

The company should contact Corporate Data Operations no later than two business days in advance of the desired change date to coordinate the symbol change. The company should also complete the Notification Form: Change in Company Record (PDF) and submit the $2,500 record-keeping fee. The company must provide documentation that the symbol reservation has been confirmed by NASDAQ Symbol Reservations.

What information does NASDAQ require for a change in the state of incorporation?
The company should complete the Notification Form: Substitution Listing Event (PDF) as soon as practicable after the re-incorporation or the change in the place of organization has been implemented. Please follow the instructions on the Form regarding its submission and the payment of the $7,500 required fee. The submission should include any applicable proxy statement or board resolutions.

Another company is acquiring my company, and my securities will no longer exist. What information do I need to submit to NASDAQ?
If a NASDAQ-listed company is to merge with or be acquired by another company, the NASDAQ-listed company or its counsel should provide a letter with the following information to Corporate Data Operations:

  • Whether the shareholders have approved the transaction;
  • Name and contact of the acquiring entity;
  • Merger considerations on a per share basis (If there is an election, consideration for the non-electing shareholder should be provided.)
  • Confirmation that the Certificate of Merger has been filed with the appropriate state or foreign agency; and
  • Request to delist at the close of business on the day that the merger is completed.

The company or its counsel should contact Corporate Data Operations prior to the declaration of the shareholder meeting date, so that any extraneous issues, which may arise as a result of the merger, can be discussed in advance.

What information does NASDAQ require in connection with a tender offer?
If applicable, the company should submit the following information to Corporate Data Operations with a copy to Listing Qualifications:

  • Schedule TO from bidder or Offering Circular;
  • Schedule 14D-9 from target or Offering Circular;
  • A letter requesting delisting from NASDAQ. Please specify the effective date of the delisting as of the opening of business, and
  • Notice of effectiveness of merger.

The company or its counsel should contact Corporate Data Operations as soon as possible after the launch of the tender offer, so that any extraneous issues, which may arise as a result of the merger, can be discussed in advance.

What information does NASDAQ need for Redemptions/Expirations or the Extensions of Warrants, Rights, Convertible Debt or Tender Offers?
The company should contact Corporate Data Operations by telephone at least ten business days prior to the change in the redemption/expiration or extension dates of warrants, rights, convertible debentures, or tender offers. The company will be requested to confirm the details of the corporate action in writing.

What do I need to do to voluntarily delist my company's securities from NASDAQ?
Under Marketplace Rule 4380(b)(1), an issuer may voluntarily terminate its listing upon compliance with the requirements of Rule 12d2-2(c) under the Exchange Act which requires, in part, that the company: (i) complies with all applicable state laws and NASDAQ rules; (ii) provides notice to NASDAQ no fewer than 10 calendar days before the company files a Form 25 with the Commission, including a statement of the material facts related to the reason for the delisting; and (iii) publishes a notice of its intent to delist, along with the reasons, via a press release and on its web site, if it has one. The company or its counsel can provide the required notice to NASDAQ by sending a letter to its Listing Qualifications analyst. NASDAQ will post notice that it received this notification on the List of Issues Pending Delisting.

Please note that if the company has received notice from NASDAQ, pursuant to the Rule 4800 Series or otherwise, that it fails to comply with one or more requirements for continued listing, or that is aware that it is below such continued listing requirements notwithstanding that it has not received such notice from NASDAQ, it must disclose this fact (including the specific continued listing requirement that it is below) in its Form 25, the related press release and web site notices. Removal of the securities from listing on The NASDAQ Stock Market will be effective no sooner than ten calendar days after the filing of the Form 25 with the SEC.

Is the information that we submit to NASDAQ confidential?
No. While we do not generally disseminate the information to the public, the documents and information provided to NASDAQ may be subject to subpoenas from private parties or requests for access from federal and state government agencies and self-regulatory bodies. Under certain circumstances, NASDAQ may also transfer such materials or information to other departments or offices of the FINRA, Inc. or FINRA Regulation, Inc. In addition, NASDAQ may publish summaries of certain decisions or interpretations in a manner that removes information that would allow identification of the company.

Where may I find the rules applicable to NASDAQ companies?
These rules are contained in the NASDAQ Marketplace Rules