Form 8-K

8-K — NASDAQ, INC.

Accession: 0001120193-26-000011

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0001120193

SIC: 6200 (SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ndaq-20260723.htm (Primary)

EX-99.1 (earningsrelease2q26ex-991.htm)

EX-99.2 (ndaq72326ex-992.htm)

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8-K

8-K (Primary)

Filename: ndaq-20260723.htm · Sequence: 1

ndaq-20260723

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 23, 2026

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

001-38855

52-1165937

(State or Other Jurisdiction of

Incorporation)

(Commission file number)

(I.R.S. Employer

Identification No.)

151 W. 42nd Street,

New York,

New York

10036

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +1 212 401 8700

No change since last report

(Former Name or Address, If Changed Since Last Report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

Common Stock, $0.01 par value per share

NDAQ

Nasdaq Texas, LLC

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or in Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 23, 2026, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the second

quarter of 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is

incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 23, 2026, Nasdaq posted slides to be used in its earnings presentation for the second quarter of 2026

on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On July 23, 2026, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A

copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein

by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

No.

Exhibit Description

99.1

Press release dated July 23, 2026 relating to financial results for the second quarter of 2026.

99.2

Press release dated July 23, 2026 relating to the declaration of a quarterly cash dividend.

104

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The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01

Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such

information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of

1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities

Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 23, 2026

Nasdaq, Inc.

By:

/s/ John A. Zecca

Name

John A. Zecca

Title:

Executive Vice President and Chief Legal

EX-99.1

Filename: earningsrelease2q26ex-991.htm · Sequence: 2

EarningsRelease 2Q26 (EX-99.1)

Exhibit 99.1

NEW YORK, July 23, 2026 - Nasdaq, Inc. (Nasdaq: NDAQ) today

reported financial results for the second quarter of 2026.

Adena Friedman, Chair and CEO said,

“Nasdaq delivered an outstanding second

quarter, defined by new records and

milestones. We delivered double-digit

growth across all three divisions,

surpassed $1 trillion in Index ETP AUM,

and listed SpaceX, the largest IPO in

exchange history.

As the forces reshaping global finance

accelerate, from AI and market

modernization to the increasingly

complex regulatory and risk environment,

Nasdaq's role as our clients' trusted

transformation partner positions us for

sustained leadership. We are confident in

our ability to capture the opportunity

ahead and deliver durable, long-term

value for our clients and shareholders.”

•Second quarter 2026 net revenue1 was $1.5 billion, an increase of 15%

on both a reported and adjusted2 basis over the second quarter of 2025.

Solutions revenue3 grew 17% on both a reported and adjusted basis.

•Annualized Recurring Revenue (ARR)3,4 of $3.3 billion increased 11%

on a reported basis over the second quarter of 2025, or 12% on an

organic basis2. Annualized SaaS revenue increased 12%, or 15% on an

organic basis, and represented 38% of ARR.

•Financial Technology revenue was $539 million, an increase of 16%

over the second quarter of 2025, or 15% on an organic basis.

•Index revenue of $271 million grew 38% or 35% on an adjusted basis

over the second quarter of 2025, with $109 billion of net inflows over the

trailing twelve months, including $51 billion in the second quarter of

2026.

•GAAP diluted earnings per share in the second quarter of 2026 was

$0.89, an increase of 14% over the second quarter of 2025. Non-GAAP5

diluted earnings per share in the second quarter of 2026 was $1.07, an

increase of 25% on both a reported and adjusted basis over the second

quarter of 2025.

•In the second quarter of 2026, the company returned $174 million to

shareholders through dividends and $356 million through repurchases of

common stock. The company also net repaid $162 million of debt in the

quarter.

Second Quarter 2026 Highlights

Sarah Youngwood, Executive Vice

President and CFO said, “Nasdaq's

second quarter results mark another

quarter of excellent Solutions revenue

growth, expanding operating margins,

strong EPS growth, and robust cash flow

generation.

Nasdaq’s durable business model and

consistent execution support our

disciplined capital allocation strategy that

returns meaningful capital to

shareholders through both dividends and

share repurchases while investing in

innovations that will sustain our long-term

growth trajectory.”

(US$ millions, except per share)

2Q26

YoY change %

Organic2

YoY change %

Adjusted2 YoY

change %

Solutions revenue

$1,160

17%

Market Services net revenue

$340

11%

Net revenue

$1,500

15%

16%

15%

GAAP operating income

$712

25%

Non-GAAP operating income

$859

19%

20%

19%

ARR

$3,258

11%

12%

GAAP diluted EPS

$0.89

14%

Non-GAAP diluted EPS

$1.07

25%

26%

25%

FINANCIAL REVIEW

•Second quarter 2026 net revenue was $1.5 billion, reflecting 15% growth on both a reported

and adjusted basis versus the prior year period.

•Solutions revenue was $1.2 billion in the second quarter of 2026, up 17% on both a reported

and adjusted basis versus the prior year period, reflecting strong growth across Capital

Access Platforms and Financial Technology. Capital Access Platforms revenue growth was

19% year-over-year on a reported basis, or 18% on an adjusted basis. Financial Technology

revenue growth was 16% year-over-year, or 15% on an organic basis.

•ARR was $3.3 billion as of the second quarter of 2026, growing 11% year-over-year on a

reported basis, or 12% year-over-year on an organic basis. Financial Technology ARR growth

was 16% on both a reported and organic basis, and Capital Access Platforms ARR growth

was 8% on both a reported and organic basis.

•Market Services net revenue was $340 million in the second quarter of 2026, up 11% on both

a reported and organic basis versus the prior year period.

•Second quarter 2026 GAAP operating expenses were $788 million, an increase of 7% versus

the prior year quarter and non-GAAP operating expenses were $641 million, up 10% on both

a reported and organic basis versus the prior year quarter. The increases were primarily

driven by higher compensation and benefits costs from our strong revenue execution,

increased marketing and advertising costs due to a strengthening IPO environment, and

increased investments in technology to drive long-term growth. On a GAAP basis, the

increase was partially offset by lower merger and strategic initiatives expense.

•Cash flow from operations was $711 million in the second quarter, enabling the return of

capital through Nasdaq’s efficient capital allocation framework. In the second quarter of 2026,

the company returned $174 million to shareholders through dividends and $356 million

through repurchases of common stock. As of June 30, 2026, there was $2.5 billion remaining

under the board authorized share repurchase program.

2026 EXPENSE AND TAX GUIDANCE UPDATE6

•The company is updating its 2026 non-GAAP operating expense guidance to a range of

$2.530 billion to $2.570 billion. The company is maintaining its 2026 non-GAAP tax rate

guidance in the range of 22.5% to 24.5%.

STRATEGIC AND BUSINESS UPDATES

•Financial Technology delivered double-digit revenue growth in each subdivision for the

second consecutive quarter as the One Nasdaq strategy continues to unlock broad-

based growth. In the second quarter, FinTech revenue increased 16% compared to the prior

year period, or 15% on an organic basis, with 16% organic ARR growth. FinTech signed 58

new clients, 7 cross-sells, and 107 upsells in the quarter, with cross-sells remaining over 15%

of the sales pipeline.

◦Financial Crime Management Technology maintained strong momentum across

both SMBs and enterprise clients while advancing AI-driven innovation in

financial crime detection. During the quarter, Nasdaq Verafin signed 47 new small-

and-medium bank (SMB) clients and 6 enterprise deals, including 2 cross-sells.

Including signings early in the third quarter, Verafin has completed 11 enterprise

signings year-to-date, surpassing the total signed in all of 2025. Nasdaq Verafin’s

Agentic Workforce continued to gain traction, with 750 clients now leveraging the

platform. The business introduced the next two agentic workers, the Agentic AML

Analyst and the Agentic Fraud Analyst, while continuing to expand its innovation

pipeline. Nasdaq Verafin enhanced the value of its gold-standard consortium data,

surpassing $13 trillion in combined assets across more than 2,800 financial

institutions.

◦Regulatory Technology delivered strong performance across Surveillance and

AxiomSL, driven by accelerating demand for Always-On infrastructure and

regulatory modernization. The subdivision signed 9 new clients, including 2 cross-

sells, and 63 upsells in the second quarter. Surveillance added 9 new clients, including

2 cross-sells, and 39 upsells with wins across geographies and client segments,

including a new regulator win in Africa, and an upsell with a global broker-dealer. Early

in the third quarter, Surveillance signed a notable first win for its AI-powered Calibration

Copilot with a Tier 1 client. AxiomSL signed 24 upsells in the quarter with several client

expansions that demonstrate the breadth of demand for AxiomSL's regulatory

solutions, including with a domestic systemically important Australian bank and with a

U.S. bank navigating heightened regulatory requirements following an acquisition.

◦Capital Markets Technology delivered quarterly organic revenue growth of 14%

and strong 17% organic ARR growth, reflecting the growing scale and reach of

its global platform. The subdivision signed 7 new clients, including 3 cross-sells, and

42 upsells in the second quarter. Trade Management Services benefitted from strong

demand for data center services and pricing. Calypso signed 3 new clients, including 1

cross-sell, and 31 upsells and is now available in more than 70 countries. Calypso

expanded its global presence by signing a deal with the Georgian Financial Markets

Treasury Association (GFTMA) to modernize the country’s treasury and financial

markets infrastructure. The GFTMA deal includes a group of 5 of the country’s largest

banks, which will adopt Calypso under a shared common infrastructure model. Market

Technology continued to drive market modernization with the next-generation Eqlipse

platform, signing 2 new digital marketplaces and 2 new clients on the Intelligence

Platform.

•Index ETP assets under management (AUM) exceeded $1 trillion for the first time and

achieved new net inflows records. Net inflows reached new all-time highs with $51 billion in

the second quarter and $109 billion over the last twelve months. ETP AUM surpassed $1

trillion for the first time, with end-of-period ETP AUM of $1.114 trillion and average ETP AUM

of $1.014 trillion. Nasdaq launched 34 new Index products in the second quarter, including 17

international products and 11 products in the institutional annuity space. Nasdaq expanded

investor access to the Nasdaq-100 with the recent launch of BlackRock’s IQQ and State

Street’s QNDX ETFs in the U.S.

•Listings set a quarterly record for total proceeds raised, headlined by the listing of

SpaceX, the largest IPO in exchange history with an $86 billion raise. Nasdaq welcomed

7 of the top 10 largest operating company IPOs listed in the quarter, including Cerebras, the

largest semiconductor IPO of all time, Quantinuum, the largest pure-play quantum IPO of all

time, and Parabilis Medicines, the largest biotechnology IPO of all time. Nasdaq achieved a

74% win rate7 of new operating company listings. The momentum carried into the third quarter

with the listing of SK hynix, the largest American Depositary Receipt (ADR) listing in U.S.

capital markets history, underscoring the continued strength of the franchise.

•Market Services delivered records across quarterly net revenues and U.S. equity

options volumes, supported by record industry volumes. In the second quarter, the

business successfully facilitated the execution and trading of the SpaceX IPO. Nasdaq’s

Closing Cross achieved new records across two landmark market events: during the Russell

reconstitution, it executed 4.6 billion shares in 1.6 seconds representing a record $334 billion

in notional value, and during the June Triple Witch, it executed a record $296 billion in notional

value. Product innovation continued to drive incremental growth, with Index options revenue

more than doubling year-over-year for the fourth consecutive quarter. Nasdaq received SEC

approval to list event options tied to the Nasdaq-100 with an expected launch in the fourth

quarter.

•Nasdaq advanced Always-On markets as Calypso supported proof of concept

tokenized collateral trades on the Canton Network. Calypso, a leading platform managing

the entire trade lifecycle, is powering the transition to hybrid tokenized and fiat infrastructure.

Early in the third quarter, two of the world’s leading asset managers successfully completed

tokenized collateral trades on the Canton Network, transmitting tokenized money market funds

through Calypso. This milestone marks a significant step in the shift towards integrating

tokenized and fiat infrastructure and reflects Nasdaq’s unique position as the trusted

technology for next-generation markets.

•Nasdaq continued to optimize its portfolio early in the third quarter, entering into

agreements to sell Nasdaq Fund Secondaries to Nasdaq Private Market and to acquire

Dasseti. After the close of the Nasdaq Fund Secondaries transaction, Nasdaq will continue to

hold an ownership stake in and remain a strategic partner of Nasdaq Private Market. Dasseti

provides an AI-powered due diligence platform for institutional asset managers and allocators

across public and private markets and will be integrated into eVestment’s leading institutional

intelligence platform. Both transactions remain subject to customary closing conditions.

____________

1 Represents revenue less transaction-based expenses.

2 Organic change is calculated by removing the impacts of changes in foreign exchange rates, and acquisitions and

divestitures during one-year period post transaction. Adjusted period over period change reflects the organic change,

excluding the impact of a one-time revenue benefit in the second quarter of 2026 in our Index business due to a

contract modification.

3 Solutions revenue and Annualized Recurring Revenue (ARR) constitutes revenue and ARR from our Capital Access

Platforms and Financial Technology segments as well as revenue and ARR from our Solovis business which was sold

in October 2025. Solovis revenues and ARR were previously included in our Capital Access Platforms segment, and

have been reclassified into “Other” for all prior periods presented.

4 ARR for a given period is the current annualized value derived from subscription contracts with a defined contract

value. This excludes contracts that are not recurring, are one-time in nature or where the contract value fluctuates

based on defined metrics. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is

consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and

Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the

annualized value of components of the contract that are considered active as of the date of the ARR calculation. We

do not include the future committed increases in the contract value as of the date of the ARR calculation. ACV

Bookings for our Financial Technology segment excluding Financial Crime Management Technology refers to the

maximum annualized committed contract value at the time of signature, excluding one-time fees and not accounting

for initial discounts. For Financial Crime Management Technology, ACV bookings is calculated by averaging the total

contract value over the contract term, including fixed increases. ARR and ACV are supplemental metrics to help

evaluate the performance of the business. These measures are not a replacement for, and should be viewed

independently of, U.S. GAAP revenue and deferred revenue as they are performance metrics, and are not intended to

be combined with any of these items. ARR and ACV are not a forecast, and the active contracts at the end of a

reporting period used in calculating these measures may or may not be extended or renewed by our customers. There

is no U.S. GAAP measure comparable to ARR or ACV. As these metrics do not have any standardized definition they

may not be comparable to similarly titled measures presented by other companies and should be viewed

independently of revenue and deferred revenue and are not intended to be combined with or to replace either of those

items.

5 Refer to our reconciliations of U.S. GAAP to non-GAAP metrics and organic and adjusted impacts, included in the

attached schedules.

6 U.S. GAAP operating expense and tax rate guidance are not provided due to the inherent difficulty in quantifying

certain amounts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as

well as future charges or reversals outside of the normal course of business.

7 Listings win rate includes eligible U.S. operating companies, direct listings, and SPAC business combinations.

ABOUT NASDAQ

Nasdaq (Nasdaq: NDAQ) is a leading technology platform that powers the world’s economies. We

architect the infrastructure of the world’s most modern markets, power the innovation economy, and build

trust in the financial system. We empower economic opportunity by designing and deploying advanced

technology, data, and intelligence solutions that enable our clients to capture opportunities, navigate risk,

and strengthen resilience. To learn more about the company, technology solutions and career

opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

NON-GAAP INFORMATION

In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain

non-GAAP results of operations, including, but not limited to, non-GAAP net income, non-GAAP diluted

earnings per share, non-GAAP operating income, and non-GAAP operating expenses, that include certain

adjustments or exclude certain charges and gains that are described in the reconciliation tables of U.S.

GAAP to non-GAAP information provided at the end of this release. Management uses this non-GAAP

information internally, along with U.S. GAAP information, in evaluating our performance and in making

financial and operational decisions. We believe our presentation of these measures provides investors

with greater transparency and supplemental data relating to our financial condition and results of

operations. In addition, we believe the presentation of these measures is useful to investors for period-to-

period comparisons of results as the items described below in the reconciliation tables do not reflect

ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from

non-GAAP measures used by other companies. In addition, other companies, including companies in our

industry, may calculate such measures differently, which reduces their usefulness as a comparative

measure. Investors should not rely on any single financial measure when evaluating our business. This

information should be considered as supplemental in nature and is not meant as a substitute for our

operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP

financial measures included in this earnings release. When viewed in conjunction with our U.S. GAAP

results and the accompanying reconciliations, we believe these non-GAAP measures provide greater

transparency and a more complete understanding of factors affecting our business than U.S. GAAP

measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as those

noted above, to assess operating performance. We use these measures because they highlight trends

more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP

financial measures, since these measures eliminate from our results specific financial items that have less

bearing on our ongoing operating performance.

Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenue and expenses

are translated using monthly average exchange rates. Certain discussions in this release isolate the

impact of year-over-year foreign currency fluctuations to better measure the comparability of operating

results between periods. Operating results excluding the impact of foreign currency fluctuations are

calculated by translating the current period’s results by the prior period’s exchange rates.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information set forth in this communication contains forward-looking statements that involve a number of

risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee

of future performance and that actual results could differ materially from those contained in the forward-

looking information. Such forward-looking statements include, but are not limited to (i) projections relating

to our future financial results, total shareholder returns, growth, dividend program, trading volumes,

products and services, ability to transition to new business models, taxes and achievement of synergy

targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions,

divestitures and other strategic, restructuring, technology, de-leveraging and capital allocation initiatives,

(iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or

regulatory or government investigation or action to which we are or could become a party, and (v) other

statements that are not historical facts. Forward-looking statements involve a number of risks,

uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to,

Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and

fluctuations, geopolitical instability, government and industry regulation, interest rate risk, and U.S. and

global competition. Further information on these and other factors are detailed in Nasdaq’s filings with the

U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly

reports on Form 10-Q, which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com

and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-

looking statement, whether as a result of new information, future events or otherwise.

WEBSITE DISCLOSURE

Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public

information and for complying with SEC Regulation FD and other disclosure obligations.

Media Relations Contact

Investor Relations Contact

David Lurie

Ato Garrett

914.538.0533

212.401.8737

David.Lurie@nasdaq.com

Ato.Garrett@nasdaq.com

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(in millions, except per share amounts)

(unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Revenues:

Capital Access Platforms

$621

$520

$1,186

$1,028

Financial Technology

539

464

1,057

896

Market Services

1,372

1,101

2,419

2,240

Other Revenues

—

Total revenues

2,532

2,101

4,670

4,196

Transaction-based expenses:

Transaction rebates

(712)

(640)

(1,436)

(1,224)

Brokerage, clearance and exchange fees

(320)

(155)

(326)

(429)

Revenues less transaction-based expenses

1,500

1,306

2,908

2,543

Operating Expenses:

Compensation and benefits

383

352

739

681

Professional and contract services

Technology and communication infrastructure

171

156

Occupancy

General, administrative and other

Marketing and advertising

Depreciation and amortization

165

158

331

313

Regulatory

Merger and strategic initiatives

Restructuring charges

Total operating expenses

788

738

1,539

1,428

Operating income

712

568

1,369

1,115

Interest income

Interest expense

(86)

(95)

(172)

(192)

Net gain on divestitures

—

Other income (losses)

(2)

(15)

—

Net income from unconsolidated investees

Income before income taxes

653

548

1,331

1,036

Income tax provision

146

305

190

Net income

$507

$452

$1,026

$846

Net loss attributable to noncontrolling interests

—

Net income attributable to Nasdaq

$507

$452

$1,026

$847

Per share information:

Basic earnings per share

$0.90

$0.79

$1.81

$1.47

Diluted earnings per share

$0.89

$0.78

$1.80

$1.46

Cash dividends declared per common share

$0.31

$0.27

$0.58

$0.51

Weighted-average common shares outstanding

for earnings per share:

Basic

564.2

574.1

565.5

574.6

Diluted

567.8

579.0

569.7

579.5

Nasdaq, Inc.

Revenue Detail

(in millions)

(unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

CAPITAL ACCESS PLATFORMS

Data and Listing Services

$217

$198

$431

$391

Index

271

196

491

388

Workflow and Insights

133

126

264

249

Total Capital Access Platforms revenues

621

520

1,186

1,028

FINANCIAL TECHNOLOGY

Financial Crime Management Technology

191

157

Regulatory Technology

120

104

238

206

Capital Markets Technology

321

279

628

533

Total Financial Technology revenues

539

464

1,057

896

MARKET SERVICES

Market Services

1,372

1,101

2,419

2,240

Transaction-based expenses:

Transaction rebates

(712)

(640)

(1,436)

(1,224)

Brokerage, clearance and exchange fees

(320)

(155)

(326)

(429)

Total Market Services revenues, net

340

306

657

587

OTHER REVENUES

—

REVENUES LESS TRANSACTION-BASED EXPENSES

$1,500

$1,306

$2,908

$2,543

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions)

June 30,

December 31,

2026

2025

Assets

(unaudited)

Current assets:

Cash and cash equivalents

$520

$604

Restricted cash and cash equivalents

210

Default funds and margin deposits

2,323

5,842

Financial investments

198

Receivables, net

1,182

943

Other current assets

284

376

Total current assets

4,533

8,003

Property and equipment, net

767

728

Goodwill

14,245

14,371

Intangible assets, net

6,223

6,511

Operating lease assets

481

447

Other non-current assets

1,092

993

Total assets

$27,341

$31,053

Liabilities

Current liabilities:

Accounts payable and accrued expenses

$252

$280

Section 31 fees payable to SEC

313

—

Accrued personnel costs

243

364

Deferred revenue

931

785

Other current liabilities

174

259

Default funds and margin deposits

2,323

5,842

Short-term debt

269

431

Total current liabilities

4,505

7,961

Long-term debt

8,492

8,573

Deferred tax liabilities, net

1,616

1,584

Operating lease liabilities

482

462

Other non-current liabilities

253

241

Total liabilities

15,348

18,821

Commitments and contingencies

Equity

Nasdaq stockholders' equity:

Common stock

Additional paid-in capital

4,353

5,122

Common stock in treasury, at cost

(784)

(716)

Accumulated other comprehensive loss

(1,874)

(1,773)

Retained earnings

10,287

9,588

Total Nasdaq stockholders' equity

11,988

12,227

Noncontrolling interests

Total equity

11,993

12,232

Total liabilities and equity

$27,341

$31,053

Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Net Income and Diluted Earnings Per Share

(in millions, except per share amounts)

(unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

U.S. GAAP net income

$507

$452

$1,026

$847

Non-GAAP adjustments:

Amortization expense of acquired intangible assets 1

121

122

243

Merger and strategic initiatives expense 2

Restructuring charges 3

Gain from extinguishment of debt 4

—

(19)

Legal and regulatory matters 5

Net gain on divestitures 6

—

(39)

(89)

(39)

Net income from unconsolidated investees 7

(21)

(23)

(47)

(50)

Other losses 8

Total non-GAAP adjustments

131

172

199

Non-GAAP adjustment to the income tax provision 9

(33)

(24)

(44)

(52)

Other tax adjustments 10

—

(27)

—

(45)

Total non-GAAP adjustments, net of tax

128

102

Non-GAAP net income

$605

$492

$1,154

$949

U.S. GAAP diluted earnings per share

$0.89

$0.78

$1.80

$1.46

Total adjustments from non-GAAP net income above

0.18

0.07

0.23

0.18

Non-GAAP diluted earnings per share

$1.07

$0.85

$2.03

$1.64

Weighted-average diluted common shares outstanding

for earnings per share:

567.8

579.0

569.7

579.5

Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Operating Income and Operating Margin

(in millions)

(unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

U.S. GAAP operating income

$712

$568

$1,369

$1,115

Non-GAAP adjustments:

Amortization expense of acquired intangible assets 1

121

122

243

Merger and strategic initiatives expense 2

Restructuring charges 3

Gain from extinguishment of debt 4

—

(19)

Legal and regulatory matters 5

Other losses

Total non-GAAP adjustments

147

153

289

288

Non-GAAP operating income

$859

$721

$1,658

$1,403

Revenues less transaction-based expenses

$1,500

$1,306

$2,908

$2,543

U.S. GAAP operating margin 11

47%

44%

47%

44%

Non-GAAP operating margin 12

57%

55%

57%

55%

Note: The percentages are calculated based on exact dollars, and therefore may not recalculate exactly

using rounded numbers as presented in US$ millions.

Nasdaq, Inc.

Reconciliation of U.S. GAAP to Non-GAAP Operating Expenses

(in millions)

(unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

U.S. GAAP operating expenses

$788

$738

$1,539

$1,428

Non-GAAP adjustments:

Amortization expense of acquired intangible assets 1

(121)

(122)

(243)

Merger and strategic initiatives expense 2

(5)

(20)

(9)

(44)

Restructuring charges 3

(14)

(9)

(24)

(15)

Gain on extinguishment of debt 4

—

Legal and regulatory matters 5

(6)

(1)

(12)

(4)

Other losses

(1)

Total non-GAAP adjustments

(147)

(153)

(289)

(288)

Non-GAAP operating expenses

$641

$585

$1,250

$1,140

Nasdaq, Inc.

Footnotes to Press Release

Financial Tables

We amortize intangible assets acquired in connection with various acquisitions. Intangible asset

amortization expense can vary from period to period due to episodic acquisitions completed, rather

than from our ongoing business operations.

We have pursued various strategic initiatives and completed acquisitions and divestitures in recent

years that have resulted in expenses which would not have otherwise been incurred. These expenses

generally include integration costs, as well as legal, due diligence and other third-party transaction

costs. The frequency and the amount of such expenses vary significantly based on the size, timing and

complexity of the transaction. For the three and six months ended June 30, 2026, these costs included

amounts associated with various strategic initiative costs. For the three and six months ended June 30,

2025, these costs primarily included amounts associated with the transfer of open positions in our

Nordic power futures business, Adenza integration costs and other strategic initiative costs.

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management

approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our

efficiencies as a combined organization. We initiated the program upon the acquisition of Adenza and

further expanded the program in the fourth quarter of 2024 following the achievement of our initial

targets. We have incurred costs principally related to employee-related costs, contract terminations,

asset impairments and other related costs and expect to incur additional costs in these areas in an

effort to accelerate efficiencies through location strategy and enhanced AI capabilities. Actions taken as

part of this program were completed as of December 31, 2025, and all costs have been incurred as of

June 30, 2026.

For the six months ended June 30, 2025, we recorded a gain on the extinguishment of debt. This gain

is recorded in general, administrative and other expense in our Condensed Consolidated Statements of

Income.

For the three and six months ended June 30, 2026 and 2025, this includes accruals relating to certain

legal matters, which are recorded in professional and contract services in our Condensed Consolidated

Statements of Income.

For the six months ended June 30, 2026, this primarily includes the recognition of an incremental gain

on the divestiture of our Nordic power futures business, net of costs to sell. For the three and six

months ended June 30, 2025, this includes gains on divestitures of our Nordic power futures business

and our Nasdaq Risk Modelling for Catastrophes business.

We exclude our share of the earnings and losses of our equity method investments. This provides a

more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s

performance between periods.

For the three and six months ended June 30, 2026 and 2025, other items primarily include net gains

and losses from strategic investments entered into through our corporate venture program. For the

three and six months ended June 30, 2026, this also includes intangible asset impairments of customer

relationships and licenses relating to the wind-down of our Nordic power futures business. The net

effect of these items is included in other income (losses) in our Condensed Consolidated Statements of

Income.

For the three and six months ended June 30, 2026 and 2025, the non-GAAP adjustment to the income

tax provision primarily includes the tax impact of each non-GAAP adjustment.

For the three and six months ended June 30, 2025, other tax adjustments reflect a tax benefit related

to payments made to certain former Adenza employees. For the six months ended June 30, 2025, this

also reflects the release of the prior years' reserves following a favorable audit settlement.

U.S. GAAP operating margin equals U.S. GAAP operating income divided by revenues less

transaction-based expenses.

Non-GAAP operating margin equals non-GAAP operating income divided by revenues less transaction-

based expenses.

Nasdaq, Inc.

Reconciliation of Organic and Adjusted Impacts

(in millions, except per share amounts)

(unaudited)

Three Months

Ended

June 30,

Total Variance

FX/Divestitures/

Acquisition

impact

Organic

Variance1

Adjustment

Adjusted

Variance1

2026

2025

Capital Access Platforms

Data and Listing Services

$217

$198

$19

10%

—%

$18

$—

$18

Index

271

196

38%

—

—%

38%

35%

Workflow and Insights

133

126

—%

—

Total Capital Access

Platforms revenues

621

520

101

19%

—%

19%

18%

Financial Technology

Financial Crime

Management Technology

22%

—

—%

22%

—

22%

Regulatory Technology

120

104

15%

—%

13%

—

13%

Capital Markets Technology

321

279

15%

—%

14%

—

14%

Total Financial

Technology revenues

539

464

16%

—%

15%

—

15%

Market Services net

revenues

340

306

11%

—%

11%

—

11%

Other revenues

—

(16)

(100)%

(16)

(100)%

—

—%

—

—%

Revenues less transaction-

based expenses

$1,500

$1,306

$194

15%

$(9)

(1)%

$203

16%

$197

15%

Solutions revenue 2

$1,160

$991

$169

17%

$(1)

(1)%

$170

17%

$164

17%

Non-GAAP Operating

Expenses

$641

$585

$56

10%

$(4)

(1)%

$60

10%

$—

$60

10%

Non-GAAP Operating

Income

$859

$721

$138

19%

$(5)

(1)%

$143

20%

$137

19%

Non-GAAP diluted earnings

per share

$1.07

$0.85

$0.22

25%

$—

—%

$0.22

26%

$0.01

$0.21

25%

Note: The percentages are calculated based on exact dollars, and therefore may not recalculate exactly using rounded

numbers as presented in US$ millions. The sum of the percentage changes may not tie to the percentage change in total

variance due to rounding.

1 Adjusted and organic variance is calculated by removing the impacts of changes in foreign exchange rates, an acquisition,

and divestitures. Adjusted variance also excludes a one-time revenue benefit in our Index business in the second quarter of

2026.

2 Total Solutions revenues includes Capital Access Platforms and Financial Technology revenues as well as $7 million of

Other revenue in the second quarter of 2025, related to the sale of the Solovis business, which was sold in the fourth

quarter of 2025.

Nasdaq, Inc.

Key Drivers Detail

(unaudited)

Three Months

Ended

Six Months

Ended

June 30,

2026

2025

2026

2025

Capital Access Platforms

Annualized recurring revenues (in millions) 1

$1,388

$1,286

$1,388

$1,286

Initial public offerings

The Nasdaq Stock Market

131

142

Nasdaq operating company IPOs

SPACs

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

Total new listings

The Nasdaq Stock Market

188

194

364

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 2

Number of listed companies

The Nasdaq Stock Market 3

4,659

4,238

4,659

4,238

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 4

1,109

1,148

1,109

1,148

Index

Number of licensed exchange traded products

481

422

481

422

Period end ETP assets under management (AUM) tracking Nasdaq indexes

(in billions)

$1,114

$745

$1,114

$745

Total average ETP AUM tracking Nasdaq indexes (in billions)

$1,014

$663

$946

$662

TTM 5 net inflows ETP AUM tracking Nasdaq indexes (in billions)

$109

$88

$109

$88

TTM 5 net appreciation ETP AUM tracking Nasdaq indexes (in billions)

$260

$88

$260

$88

Financial Technology

Annualized recurring revenues (in millions) 1

Financial Crime Management Technology

$359

$308

$359

$308

Regulatory Technology

428

376

428

376

Capital Markets Technology

1,083

932

1,083

932

Total Financial Technology

$1,870

$1,616

$1,870

$1,616

Market Services

Equity Derivative Trading and Clearing

U.S. equity options

Total industry average daily volume (in millions)

66.5

52.5

64.6

53.0

Nasdaq PHLX matched market share

11.2%

9.6%

11.8%

9.4%

The Nasdaq Options Market matched market share

2.6%

4.3%

2.6%

4.7%

Nasdaq Texas Options matched market share (formerly Nasdaq BX)

1.3%

1.7%

1.3%

1.7%

Nasdaq ISE Options matched market share

6.6%

6.4%

6.7%

Nasdaq GEMX Options matched market share

3.4%

4.4%

3.4%

4.0%

Nasdaq MRX Options matched market share

4.0%

2.8%

4.1%

2.8%

Total matched market share executed on Nasdaq's exchanges

29.1%

29.4%

29.6%

29.3%

Nasdaq Nordic and Nasdaq Baltic options and futures

Total average daily volume of options and futures contracts

221,789

223,450

235,945

240,133

Cash Equity Trading

Total U.S.-listed securities

Total industry average daily share volume (in billions)

20.2

18.4

20.1

17.1

Matched share volume (in billions)

184.5

158.4

368.2

295.5

The Nasdaq Stock Market matched market share

14.3%

13.5%

14.5%

13.8%

Nasdaq Texas matched market share (formerly Nasdaq BX)

0.3%

Nasdaq PSX matched market share

0.1%

Total matched market share executed on Nasdaq's exchanges

14.7%

13.9%

14.9%

14.2%

Market share reported to the FINRA/Nasdaq Trade Reporting Facility

46.4%

47.7%

46.0%

47.9%

Total market share 6

61.1%

61.6%

60.9%

62.1%

Nasdaq Nordic and Nasdaq Baltic securities

Average daily number of equity trades executed on Nasdaq's exchanges

747,410

804,121

773,062

796,426

Total average daily value of shares traded (in billions)

$6.2

$5.7

$6.5

$5.5

Total market share executed on Nasdaq's exchanges 7

74.5%

71.9%

74.4%

71.2%

Annualized Recurring Revenue (ARR) for a given period is the current annualized value derived from subscription

contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, or

where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics

to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is

therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be

viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either

of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with

the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring

revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of

components of the contract that are considered active as of the date of the ARR calculation. We do not include the

future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the

active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by

our customers.

New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and

companies on the alternative markets of Nasdaq First North.

Number of total listings on The Nasdaq Stock Market for the three and six months ended June 30, 2026 and 2025

included 1,243 and 914 ETPs, respectively.

Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative

markets of Nasdaq First North.

Trailing twelve months.

Includes transactions executed on The Nasdaq Stock Market's, Nasdaq Texas's (formerly Nasdaq BX) and Nasdaq

PSX's systems plus trades reported through the Financial Industry Regulatory Authority/Nasdaq Trade Reporting

Facility.

European cash equities markets include cash equities exchanges of Sweden, Denmark, Finland, and Iceland. Minor

adjustments to prior periods reflect data from a new consolidated data provider that accurately captures all primary

trading venues and Multilateral Trading Facilities, or MTFs.

EX-99.2

Filename: ndaq72326ex-992.htm · Sequence: 3

Document

Exhibit 99.2

NEWS RELEASE

Nasdaq Announces Quarterly Dividend of $0.31 Per Share

NEW YORK, July 23, 2026 – The Board of Directors of Nasdaq, Inc. (Nasdaq: NDAQ) has declared a regular quarterly dividend of $0.31 per share on the company’s outstanding common stock. The dividend is payable on September 25, 2026 to shareholders of record at the close of business on September 11, 2026. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the Board of Directors.

About Nasdaq

Nasdaq (Nasdaq: NDAQ) is a leading technology platform that powers the world’s economies. We architect the infrastructure of the world’s most modern markets, power the innovation economy, and build trust in the financial system. We empower economic opportunity by designing and deploying advanced technology, data, and intelligence solutions that enable our clients to capture opportunities, navigate risk, and strengthen resilience. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, information regarding our dividend program and future payment obligations. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Media Relations Contacts:

David Lurie

+914.538.0533

David.Lurie@nasdaq.com

Investor Relations Contact:

Ato Garrett

+1.212.401.8737

Ato.Garrett@Nasdaq.com

-NDAQF-

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Cover

Jul. 23, 2026

Document Information [Line Items]

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Registrant Name

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Entity Incorporation, State or Country Code

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Four Point Five Zero Zero Senior Notes Due 2032 [Domain]

Document Information [Line Items]

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Trading Symbol

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Four Point Five Zero Zero Senior Notes Due 2032

Document Information [Line Items]

Title of 12(b) Security

4.500% Senior Notes due 2032

Trading Symbol

NDAQ32

Four Point Five Zero Zero Senior Notes Due 2030

Document Information [Line Items]

Title of 12(b) Security

1.75% Senior Notes due 2029

Trading Symbol

NDAQ29

Zero Point Eight Seven Five Percent Senior Notes Due 2030

Document Information [Line Items]

Title of 12(b) Security

0.875% Senior Notes due 2030

Trading Symbol

NDAQ30

Common Stock, $.01 Par Value Per Share, Nadasq Texas, LLC

Document Information [Line Items]

Title of 12(b) Security

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Trading Symbol

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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