Nomu Listing Requirements 2026: Saudi Parallel Market Guide

Nomu, the parallel market of the Saudi Exchange (Tadawul), lets mid-sized and growth-stage joint stock companies list with lighter requirements than the Main Market (TASI). This guide sets out the Nomu listing requirements under the Capital Market Authority's (CMA) Rules on the Offer of Securities and Continuing Obligations (OSCO, amended 19 January 2026) and the Saudi Exchange Listing Rules (amended 1 April 2026), as in force as of September 2026.

Key takeaways

• The issuer must be a joint stock company that has carried on its main activity for at least one year and has audited financial statements for the financial year before the application, prepared under SOCPA standards.
• The expected aggregate market value at listing must be at least SAR 50 million for an offering and SAR 100 million for a direct listing.
• At listing there must be at least 50 public shareholders, and the public must hold 20% of the share class, or shares worth at least SAR 50 million representing at least 10%.
• Substantial shareholders (5% or more) named in the prospectus or registration document may not dispose of their shares for 12 months from the start of trading.
• A Nomu issuer may apply to move to the Main Market after two calendar years, provided its average market value over the prior 12 months is at least SAR 200 million and other conditions are met.

What is Nomu and which companies is it for?

Nomu is a Saudi Exchange equity market built for companies that do not yet meet Main Market criteria but want institutional capital and a public valuation. Trading is limited to Qualified Investors in the Parallel Market, although shareholders who held shares before listing may still trade them.

Nomu typically suits:

• Family businesses seeking partial liquidity or a structured generational transition.
• Growth companies that need equity funding without the three-year track record the Main Market requires.
• Venture- or private-equity-backed companies looking for an exit route.

Under the CMA Glossary as amended in March 2026, qualified investors include capital market institutions, investment funds, government bodies and government-owned companies, GCC companies and funds, legal persons eligible to open a Saudi investment account, and individuals meeting a test such as SAR 20 million of securities transactions in the last 12 months, net assets of at least SAR 5 million, or three years' financial-sector experience.

What are the Nomu listing requirements?

The conditions come from two instruments: Article 78 of OSCO (issuer conditions before the CMA) and Article 43 of the Listing Rules (value and liquidity conditions before the Saudi Exchange).

Issuer conditions (OSCO Article 78)

1. The issuer must be a joint stock company. A limited liability company must first convert under the new Saudi Companies Law.
2. It must have carried on a main activity, directly or through subsidiaries, for at least one year.
3. It must have audited financial statements for the preceding financial year, prepared under SOCPA-endorsed standards.
4. If the latest audited period ended more than six months before the expected approval date, more recent interim statements are required so the gap does not exceed six months.

There is no profitability test, and the CMA may accept an application that falls short of these conditions if it is satisfied the offer is in investors' interest.

Value and liquidity conditions (Listing Rules Article 43)

• At least 50 public shareholders at listing.
• Public ownership of at least 20% of the share class, or public shares worth at least SAR 50 million representing at least 10%.
• Expected aggregate market value of SAR 50 million for an offering or SAR 100 million for a direct listing.

"Public" excludes substantial shareholders, directors, senior executives, their relatives and companies they control. The liquidity conditions remain a continuing obligation after listing.

Offering to qualified investors or direct listing?

An offering sells new or existing shares to qualified investors under a prospectus; a direct listing registers and lists existing shares without any offering, under a registration document.

• Offering: suits issuers raising capital or selling down. The offer is restricted to qualified investors, and the financial advisor is responsible for ensuring this.
• Direct listing: suits a company that already has a diverse shareholder base. The minimum value is SAR 100 million. An issuer that does not meet the liquidity conditions may still list directly if it submits a 12-month liquidity plan and appoints a CMA-licensed capital market institution with managing authorisation to execute it, followed by monthly reports and a public announcement at the end of the period (Listing Rules Article 45).

What does the financial advisor do?

Appointing a CMA-authorised financial advisor licensed for arranging is mandatory for an offering or registration (OSCO Article 76) and for a direct listing (Listing Rules Article 45). A legal advisor is not mandatory for the initial listing, but the CMA may require one.

The financial advisor runs the application, confirms the conditions are met and submits the required letters to the CMA and the Exchange. In practice, issuers benefit from a legal due diligence exercise before filing, so that ownership, contract and licensing gaps are fixed before they reach the prospectus.

How do CMA registration and Saudi Exchange listing approval work?

Listing needs two approvals: a conditional approval of the listing application from the Saudi Exchange, and CMA approval of the registration (and offer) application.

1. Internal readiness: convert to a joint stock company, finalise financial statements and obtain the required board and general assembly approvals (OSCO Article 77).
2. Appoint the financial advisor and two issuer representatives before the CMA: one director and one senior executive (OSCO Article 75).
3. File the listing application with the Saudi Exchange: it reviews within 10 days of receiving a complete file and grants approval conditional on CMA approval (Listing Rules Article 20).
4. File the registration application with the CMA with the prospectus or registration document and pay the fees the CMA sets. The CMA reviews within 30 days of a complete file and may request more information or defer its decision (OSCO Article 85).
5. Publish the prospectus and run the offering to qualified investors, or publish the registration document for a direct listing.
6. Trading starts once Exchange procedures are completed.

These review periods start only once the file is complete; the overall timeline depends on the company's readiness and any regulator queries.

What continuing obligations apply after listing?

A Nomu issuer must comply with Part 7 of OSCO, with relief under Article 94:

• Interim financial statements are semi-annual, not quarterly, and must be disclosed within 45 days of period end.
• Annual financial statements must be disclosed within three months of year end.
• Material developments must be disclosed promptly, and dealings by directors and senior executives must be notified.
• Governance: most of the Corporate Governance Regulations are guiding for Nomu companies, but the audit committee provisions, the audit committee report and certain general assembly provisions are mandatory (Article 2 of the Regulations).

What is the lock-up for substantial shareholders on Nomu?

Substantial shareholders named in the prospectus or registration document may not dispose of any of their shares for 12 months from the first day of trading, unless the prospectus sets a longer period. A substantial shareholder is anyone holding 5% or more of the share class.

This is double the Main Market's six months: OSCO Article 94 replaces "six months" in Article 72 with "twelve months". The lock-up also binds beneficial owners and covers bonus shares received during the period. The exception is sales by the capital market institution appointed to execute a direct-listing liquidity plan.

How does a company move from Nomu to the Main Market?

An issuer may apply to transfer after two calendar years from its Nomu listing, provided it meets Article 46 of the Listing Rules, including:

1. No qualified, adverse or disclaimer of opinion in the latest financial statements.
2. No accumulated losses in the latest financial statements.
3. No trading suspension in the 12 months before the application (save specific cases).
4. At least one financial year since any material restructuring.
5. Average market value of at least SAR 200 million over the 12 months before the application.
6. Main Market liquidity at the time of application: 200 public shareholders and 30% public ownership.
7. A transfer document plus a financial advisor and a legal advisor, which are not required if the application is filed more than five years after listing.
8. Announcement of the board's approval, and publication of the board report at least 30 days before the application.

For what changes once you are on the Main Market, see our legal guide to TASI.

Frequently asked questions

Does a company need to be profitable to list on Nomu?

No. Neither OSCO Article 78 nor Listing Rules Article 43 imposes a profitability test. The issuer needs one year of main activity, audited statements for the prior financial year, and the minimum market value and liquidity thresholds. However, having no accumulated losses becomes a condition later when applying to transfer to the Main Market, so it is worth planning for early.

Can a limited liability company list on Nomu?

Not directly. OSCO Article 78 requires the issuer to be a joint stock company, so an LLC must convert under the Companies Law and its regulations before applying. That means amending the bylaws and constituting a board of directors and an audit committee. Founders should build the conversion into the listing timeline from the start.

Can foreign investors buy Nomu shares?

Yes, if they fall within the CMA's categories of Qualified Investors in the Parallel Market, for example a legal person eligible to open a Saudi investment account and a Depository Center account, or an individual who holds such accounts and meets one of the experience or wealth tests. See our guide for foreign investors in the Saudi stock market.

What is the difference between a prospectus and a registration document?

A prospectus is used when shares are offered to qualified investors and covers matters such as the offer price and use of proceeds. A registration document is used for a direct listing with no offering. In both cases the issuer is responsible for the accuracy and completeness of the information, and the document may only be published after CMA approval.

How long does a Nomu listing take?

The rules set no overall deadline. They fix a 10-day review by the Saudi Exchange of the listing application and a 30-day CMA review of the registration application, both running from receipt of a complete file. Preparation, such as conversion to a joint stock company, financial statements and due diligence, depends on the company. Our capital markets team can help you map a realistic timetable.

Official sources

Information reflects the rules in force as of September 2026.

• Rules on the Offer of Securities and Continuing Obligations, CMA (amended 19/01/2026)
• Listing Rules, Saudi Exchange (amended 01/04/2026)
• Glossary of Defined Terms used in CMA Regulations (amended 02/03/2026)
• Corporate Governance Regulations, CMA
• CMA announcement expanding Nomu investor categories (November 2025)