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Introduction
1. Supervision
2. Registrations
3. Client issues
4. Investment products
5. Margin accounts
6. Federal rules and regulations
6.1 The Securities Act of 1933
6.2 The Securities Exchange Act of 1934
6.3 The third market
6.3.1 The NASDAQ
6.3.2 The OTC Market
6.4 MSRB-rules
6.5 Additional federal regulations
6.6 Additional FINRA, SEC, and NYSE rules
6.7 Code of Procedure and Code of Arbitration
Wrapping up
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6.3.1 The NASDAQ
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6. Federal rules and regulations
6.3. The third market

The NASDAQ

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Trading on Nasdaq

As a principal, you should know a few baseline facts about how Nasdaq trading is monitored and reported: all Nasdaq securities are eligible to be traded on margin, both the SEC and Nasdaq itself can halt trading in a Nasdaq-listed security, and trades must be reported within the Nasdaq system within 10 seconds of execution. Firms are also required to file reports on their short positions (the gross short position in each firm and customer account) at least twice a month to FINRA under FINRA Rule 4560 - a reporting requirement that’s separate from the short-sale trading restrictions found in Regulation SHO.

For securities to be listed on the National Association of Securities Dealers Automated Quotation (NASDAQ) System, they must meet certain minimum requirements for initial listing

  • Minimum bid price of $4, or $3 provided they meet exceptions.
  • At least 1,000,000 unrestricted publicly held and traded shares.
  • At least 300 round lot holders (persons holding at least 100 shares), with at least 50% of such round lot holders holding unrestricted securities with a market value of at least $2,500.
  • At least 3 registered and active market makers. After listing, only 2 are required to maintain.
  • If the stock already trades over the counter, a minimum average daily trading volume of 2,000 shares over the prior 30 trading day period, with trades on more than half of those days.

There is also a list of standards for initial listing;

  • Equity standard: Stockholder equity of at least $5million, market value of unrestricted publicly held shares of at least $15million, and 2-year operating history.
  • Market value of listed securities standard: Market value of listed securities of at least $50million, stockholders’ equity of at least $4million, and market value of unrestricted publicly held shares of at least $15million.
  • Net income standard: Net income from continuing operations of at least $750k in the most recent fiscal year, or 2 of the last 3 most recent, stockholders’ equity of at least $4million, and market value of unrestricted publicly held shares of at least $15million (raised from $5million by a rule change the SEC approved on December 18, 2025). A company listing with its IPO must meet the market value of unrestricted publicly held shares from the offering proceeds alone.

These are the current initial listing standards for the Nasdaq Capital Market, the entry-level tier described below; Nasdaq revises the thresholds from time to time.

Nasdaq characterizes companies into 3 different market tiers;

  • Nasdaq global select market (GS or Nasdaq-GS) - Most exclusive, highest level tier. Roughly 1,200 large-cap companies, with the highest initial listing standards.
  • Nasdaq global market (GM or Nasdaq-GM) - Roughly 1,450 mid-cap stocks with strict financial and liquidity requirements. Geared towards companies with international reach.
  • Nasdaq capital market (CM or Nasdaq-CM) - Entry-level tier designed for small-cap companies. This tier has lower and less strict requirements.

Access levels

The Nasdaq System actually provides member firms that subscribe with systems that show the subscribers’ information, based on the level of subscription.

  • Level 1: Shows the highest bid and the lowest ask, which makes up the inside quote. It will also include the size of each of them.
  • Level 2: Shows all public quotes of market makers together with information of market dealers wishing to buy or sell stocks and the recently executed orders.
  • Level 3: For market makers only. It includes everything in level 2, but allows the subscribers, in this case market makers, to enter and modify their quotes. Market makers, to maintain their status, are required to maintain continuous 2-sided quotes, bid-ask, with a minimum of 1 lot at each price.

Level 2 could look something like this, 6 market maker quotes.

Market maker Bid Ask Size
ABC 41.96 42.85 (6x6)
BMK 41.67 43.18 (3x2)
TSG 41.13 42.84 (5x6)
ACH 40.78 42.8 (9x9)
TY 41.01 43.09 (6x5)
JP 41.8 43.95 (2x7)

The level 1 quote for the same security would look like

Market maker Bid Ask Size
41.96 42.8 (6x9)

The inside quote is found by taking the best bid and the best ask. The best bid, the price the investor sells at, is the highest bid. The best ask, the price the investor buys at, is the lowest ask. The sizes follow the same market maker as the price: the bid size of 6 is ABC’s posted size (the best bid), and the ask size of 9 is ACH’s posted size (the best ask).

Nasdaq has no trading floor, and instead operates with the Nasdaq Market Center Execution System, as a fully integrated, electronic, open-access, and transparent platform to automate trading for Nasdaq-listed and other national market securities. The maximum size is less than 1,000,000 shares. Orders may be entered before the market opens, up to 9:28am on the day (limit-on-open orders are accepted until 9:29:30am), if the participant wishes to participate in an opening cross, and prior to 3:55pm on the day to participate in closing cross (limit-on-close orders are accepted until 3:58pm).

Definitions
Opening cross
The process Nasdaq uses to determine the opening price of the stock. It matches buy and sell orders at the start of each trading day to establish a fair and orderly opening price for each stock.
Closing cross
The process Nasdaq uses to determine the official closing price, by again matching buy and sell orders to create the final price.

Nasdaq Trading Oversight

  • All Nasdaq securities marginable; SEC and Nasdaq can both halt trading
  • Trades reported within 10 seconds of execution
  • FINRA Rule 4560: firms report gross short positions twice monthly (separate from Reg SHO)

Initial Listing Requirements

  • Min bid price $4 (or $3 with exceptions); 1,000,000+ unrestricted public shares
  • 300+ round lot holders (100+ shares), 50% holding ≥$2,500 unrestricted shares
  • 3 market makers to list, 2 to maintain; if OTC, avg. 2,000 shares/day volume over 30 days

Alternative Listing Standards

  • Equity: $5M equity, $15M public float, 2-yr history
  • Market value: $50M listed securities, $4M equity, $15M float
  • Net income: $750k net income (recent yr or 2 of 3), $4M equity, $15M float (IPOs met via offering proceeds)
  • Reflects Nasdaq Capital Market (entry tier); thresholds change periodically

Market Tiers

  • Global Select: top tier, ~1,200 large-cap, strictest standards
  • Global Market: ~1,450 mid-cap, strict/international
  • Capital Market: entry-level, small-cap, lowest requirements

Access Levels

  • Level 1: inside quote only (best bid/ask + size)
  • Level 2: all market maker quotes, dealer interest, recent trades
  • Level 3: market makers only; can enter/modify quotes; must keep continuous 2-sided quotes (min. 1 lot each)
  • Inside quote = highest bid + lowest ask, sizes from respective market maker

Execution System & Crosses

  • No trading floor; electronic Nasdaq Market Center Execution System; max order size <1,000,000 shares
  • Opening cross: sets opening price; orders until 9:28am (limit-on-open 9:29:30am)
  • Closing cross: sets closing price; orders until 3:55pm (limit-on-close 3:58pm)

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The NASDAQ

Trading on Nasdaq

As a principal, you should know a few baseline facts about how Nasdaq trading is monitored and reported: all Nasdaq securities are eligible to be traded on margin, both the SEC and Nasdaq itself can halt trading in a Nasdaq-listed security, and trades must be reported within the Nasdaq system within 10 seconds of execution. Firms are also required to file reports on their short positions (the gross short position in each firm and customer account) at least twice a month to FINRA under FINRA Rule 4560 - a reporting requirement that’s separate from the short-sale trading restrictions found in Regulation SHO.

For securities to be listed on the National Association of Securities Dealers Automated Quotation (NASDAQ) System, they must meet certain minimum requirements for initial listing

  • Minimum bid price of $4, or $3 provided they meet exceptions.
  • At least 1,000,000 unrestricted publicly held and traded shares.
  • At least 300 round lot holders (persons holding at least 100 shares), with at least 50% of such round lot holders holding unrestricted securities with a market value of at least $2,500.
  • At least 3 registered and active market makers. After listing, only 2 are required to maintain.
  • If the stock already trades over the counter, a minimum average daily trading volume of 2,000 shares over the prior 30 trading day period, with trades on more than half of those days.

There is also a list of standards for initial listing;

  • Equity standard: Stockholder equity of at least $5million, market value of unrestricted publicly held shares of at least $15million, and 2-year operating history.
  • Market value of listed securities standard: Market value of listed securities of at least $50million, stockholders’ equity of at least $4million, and market value of unrestricted publicly held shares of at least $15million.
  • Net income standard: Net income from continuing operations of at least $750k in the most recent fiscal year, or 2 of the last 3 most recent, stockholders’ equity of at least $4million, and market value of unrestricted publicly held shares of at least $15million (raised from $5million by a rule change the SEC approved on December 18, 2025). A company listing with its IPO must meet the market value of unrestricted publicly held shares from the offering proceeds alone.

These are the current initial listing standards for the Nasdaq Capital Market, the entry-level tier described below; Nasdaq revises the thresholds from time to time.

Nasdaq characterizes companies into 3 different market tiers;

  • Nasdaq global select market (GS or Nasdaq-GS) - Most exclusive, highest level tier. Roughly 1,200 large-cap companies, with the highest initial listing standards.
  • Nasdaq global market (GM or Nasdaq-GM) - Roughly 1,450 mid-cap stocks with strict financial and liquidity requirements. Geared towards companies with international reach.
  • Nasdaq capital market (CM or Nasdaq-CM) - Entry-level tier designed for small-cap companies. This tier has lower and less strict requirements.

Access levels

The Nasdaq System actually provides member firms that subscribe with systems that show the subscribers’ information, based on the level of subscription.

  • Level 1: Shows the highest bid and the lowest ask, which makes up the inside quote. It will also include the size of each of them.
  • Level 2: Shows all public quotes of market makers together with information of market dealers wishing to buy or sell stocks and the recently executed orders.
  • Level 3: For market makers only. It includes everything in level 2, but allows the subscribers, in this case market makers, to enter and modify their quotes. Market makers, to maintain their status, are required to maintain continuous 2-sided quotes, bid-ask, with a minimum of 1 lot at each price.

Level 2 could look something like this, 6 market maker quotes.

Market maker Bid Ask Size
ABC 41.96 42.85 (6x6)
BMK 41.67 43.18 (3x2)
TSG 41.13 42.84 (5x6)
ACH 40.78 42.8 (9x9)
TY 41.01 43.09 (6x5)
JP 41.8 43.95 (2x7)

The level 1 quote for the same security would look like

Market maker Bid Ask Size
41.96 42.8 (6x9)

The inside quote is found by taking the best bid and the best ask. The best bid, the price the investor sells at, is the highest bid. The best ask, the price the investor buys at, is the lowest ask. The sizes follow the same market maker as the price: the bid size of 6 is ABC’s posted size (the best bid), and the ask size of 9 is ACH’s posted size (the best ask).

Nasdaq has no trading floor, and instead operates with the Nasdaq Market Center Execution System, as a fully integrated, electronic, open-access, and transparent platform to automate trading for Nasdaq-listed and other national market securities. The maximum size is less than 1,000,000 shares. Orders may be entered before the market opens, up to 9:28am on the day (limit-on-open orders are accepted until 9:29:30am), if the participant wishes to participate in an opening cross, and prior to 3:55pm on the day to participate in closing cross (limit-on-close orders are accepted until 3:58pm).

Definitions
Opening cross
The process Nasdaq uses to determine the opening price of the stock. It matches buy and sell orders at the start of each trading day to establish a fair and orderly opening price for each stock.
Closing cross
The process Nasdaq uses to determine the official closing price, by again matching buy and sell orders to create the final price.
Key points

Nasdaq Trading Oversight

  • All Nasdaq securities marginable; SEC and Nasdaq can both halt trading
  • Trades reported within 10 seconds of execution
  • FINRA Rule 4560: firms report gross short positions twice monthly (separate from Reg SHO)

Initial Listing Requirements

  • Min bid price $4 (or $3 with exceptions); 1,000,000+ unrestricted public shares
  • 300+ round lot holders (100+ shares), 50% holding ≥$2,500 unrestricted shares
  • 3 market makers to list, 2 to maintain; if OTC, avg. 2,000 shares/day volume over 30 days

Alternative Listing Standards

  • Equity: $5M equity, $15M public float, 2-yr history
  • Market value: $50M listed securities, $4M equity, $15M float
  • Net income: $750k net income (recent yr or 2 of 3), $4M equity, $15M float (IPOs met via offering proceeds)
  • Reflects Nasdaq Capital Market (entry tier); thresholds change periodically

Market Tiers

  • Global Select: top tier, ~1,200 large-cap, strictest standards
  • Global Market: ~1,450 mid-cap, strict/international
  • Capital Market: entry-level, small-cap, lowest requirements

Access Levels

  • Level 1: inside quote only (best bid/ask + size)
  • Level 2: all market maker quotes, dealer interest, recent trades
  • Level 3: market makers only; can enter/modify quotes; must keep continuous 2-sided quotes (min. 1 lot each)
  • Inside quote = highest bid + lowest ask, sizes from respective market maker

Execution System & Crosses

  • No trading floor; electronic Nasdaq Market Center Execution System; max order size <1,000,000 shares
  • Opening cross: sets opening price; orders until 9:28am (limit-on-open 9:29:30am)
  • Closing cross: sets closing price; orders until 3:55pm (limit-on-close 3:58pm)

More from The third market

  • The OTC Market