On January 8, 2026, Nasdaq filed a proposed rule change with the SEC that would fundamentally alter the U.S. equities trading landscape by extending Nasdaq’s trading hours to 23 hours per day, five days per week. If approved, the proposal would allow trading of Nasdaq-listed equity securities and exchange-traded products almost around the clock, marking one of the most significant market-structure changes in decades
While the proposal is framed as a response to growing global demand for overnight trading—particularly from investors outside the United States—it raises important considerations for public companies, market participants, and regulators.
Overview of the Proposal
Nasdaq currently operates three weekday trading sessions: pre-market (4:00 a.m. to 9:30 a.m. ET), regular market hours (9:30 a.m. to 4:00 p.m. ET), and post-market (4:00 p.m. to 8:00 p.m. ET). Under the proposal, Nasdaq would restructure trading into two sessions:
- A Day Session running from 4:00 a.m. to 8:00 p.m. ET, effectively combining the existing pre-market, regular, and post-market sessions; and
- A new Night Session running from 9:00 p.m. to 4:00 a.m. ET on business days, with a one-hour pause from 8:00 p.m. to 9:00 p.m. ET for system maintenance, clearing, and processing of corporate actions
Nasdaq would remain closed on weekends, except that the trading week would begin with a Sunday night session at 9:00 p.m. ET.
Why Nasdaq Is Pushing for Overnight Trading
Nasdaq’s stated rationale is rooted in evolving investor behavior and competition. According to the filing, investor interest in trading U.S. equities during overnight hours has increased, particularly among market participants in Asia and other non-U.S. jurisdictions whose business hours do not align with U.S. market hours. Many of these investors already access U.S. securities through alternative trading systems that offer overnight trading or through platforms that trade digital assets on a 24/7 basis.
Nasdaq positions the proposal as a way to retain order flow, compete with alternative venues, and prepare for a future in which tokenized assets and other digitally traded securities may trade continuously.
What Will—and Will Not—Change
Importantly for issuers, Nasdaq emphasizes that listing standards, continued listing requirements, governance rules, and disciplinary rules will not change as a result of the proposal. The extension of trading hours is framed as an operational change rather than a revision to issuer obligations
However, trading during the Night Session will look more like today’s extended-hours trading than regular market hours. Regulation NMS protections, including trade-through rules, will not apply. Liquidity is expected to be lower, spreads wider, and volatility potentially higher—risks Nasdaq acknowledges and plans to address through enhanced investor disclosures and surveillance.
The Night Session: Limited Functionality by Design
The proposed Night Session will not offer the full suite of order types and attributes available during regular market hours. Many commonly used order types—such as market-on-open, market-on-close, limit-on-open, pegged orders, and midpoint orders—will not be available overnight. Instead, Nasdaq intends to limit functionality to reflect reduced liquidity and the inapplicability of certain regulatory protections during extended hours.
Nasdaq also proposes that all orders outstanding at the end of the Night Session (4:00 a.m. ET) will be canceled, similar to how orders are handled at the end of current extended-hours sessions.
Corporate Actions, Halts, and Market Protections
One of the more complex aspects of the proposal relates to corporate actions and trading halts. Nasdaq acknowledges that dividends, stock splits, name changes, and similar actions often become effective on calendar days that may not align neatly with a near-continuous trading model. As a result, Nasdaq anticipates that certain corporate actions will still require trading halts extending beyond the nightly pause, and that additional rulemaking will be necessary to harmonize how exchanges handle these events in a 23/5 environment.
Nasdaq has also not yet finalized which volatility-moderation mechanisms—such as limit-up/limit-down or market-wide circuit breakers—will apply during the Night Session, noting that these issues are being discussed at the industry level. For more on MarketWatch and news submittal requirements see HERE. For more on the Nasdaq stock split process, see HERE.
Implications for Public Companies
From an issuer perspective, the proposal presents both opportunities and challenges.
On the opportunity side, expanded trading hours may increase global investor access and potentially improve liquidity over time, particularly for companies with significant international investor interest.
On the challenge side, issuers should be mindful that material news releases, earnings announcements, and corporate actions may increasingly intersect with overnight trading. This raises practical questions about disclosure timing, investor communications, volatility management, and coordination with exchanges and regulators in a market that is nearly always open.
What Happens Next
The SEC has published the proposal for public comment and has up to 45 days (or longer, if extended) to approve, disapprove, or institute proceedings to determine whether the proposal should be disapproved. Nasdaq has also made clear that additional rule filings will be required before the Night Session can launch, including confirmation that the securities information processors are prepared to support overnight trading.
Whether Nasdaq’s 23/5 trading proposal ultimately becomes reality remains to be seen. What is clear, however, is that U.S. equity markets are continuing to move toward a more global, continuous-access model—one that public companies will need to understand and plan for well in advance.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
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