Selected Listing Requirement NYSE Nasdaq Global Market Minimum Board Diversity, Equity, and Inclusion Standards N/A Must have, or publicly disclose why they do not have, at least two diverse directors, including: ■ at least one self-identified female director; and ■ at least one director who self-identifies as an underrepresented minority or as LGBTQ+. For this purpose, the Nasdaq Board Diversity Rules include the following definitions: ■ “Female” means an individual who self identifies as a woman, without regard to the individual’s designated sex at birth. ■ “LGBTQ+” means an individual who self identifies as any of the following: lesbian, gay, bisexual, transgender, or as a member of the queer community. ■ “Underrepresented Minority” means an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or “two or more races or ethnicities” (meaning a person who self-identifies with more than one of the following categories: White (not of Hispanic or Latinx origin), Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander). Companies with five or fewer directors are only required to have one diverse director (or publicly disclose the absence of a diverse director) and are permitted to add a single diverse director to a five-person board without automatically becoming subject to the general requirement to have at least two diverse directors (so long as the company did not have any diverse directors before it expanded its board). Smaller reporting companies, as defined in SEC rules, can satisfy the requirements with two female directors, or with one female director and one director who is an underrepresented minority or LGBTQ+. 1. For the Nasdaq Global Select Market, at least 550 total holders and an average monthly trading volume over the prior 12 months of at least 1,100,000 shares; or at least 2,200 total holders; or a minimum of 450 round lot holders. For the Nasdaq Capital Market, a minimum of 300 round lot holders. 2. The number of stockholders includes stockholders of record and beneficial holders of shares held in street name. Shares held by directors, officers or their immediate families and other concentrated holdings of 10% or more are excluded. 3. The NYSE will rely on a written commitment from the underwriters for firm commitment underwriting with respect to the issuer’s compliance with the listing standard. 4. Market Value Standard is not applicable to IPOs. 5. For the Nasdaq Global Select Market, $45 million. For the Nasdaq Capital Market, $15 million under the Equity or the Market Value of Listed Securities Standards and $5 million under the Net Income Standard. 6. For the Nasdaq Capital Market, $4 bid price or $2 closing price under certain conditions. 7. For the Nasdaq Capital Market, three. 8. The other tiers (Nasdaq Global Select Market and Nasdaq Capital Market) have different requirements. 9. Under certain circumstances, a company may qualify with $10 million in aggregate for two years and nine months. 10. A company that qualifies as an EGC and avails itself of the provisions of the Securities Act and the Exchange Act permitting EGCs to report only two years of audited financial statements can qualify under the Earnings Test by meeting the following requirements: pre-tax earnings from continuing operations, as adjusted, must total at least $10 million in the aggregate for the last two fiscal years together with a minimum of $2 million in both years. 11. Only for REITs with less than three years of operating history. 2024 Guide to REIT IPOs and Listing Transactions | 30
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