Form 8-K

8-K — NASDAQ, INC.

Accession: 0001120193-26-000017

Filed: 2026-10-22

Period: 2026-10-22

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-20261022.htm (Primary)

EX-99.1 (earningsrelease3q26ex-991.htm)

EX-99.2 (ndaq102226ex-992.htm)

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8-K

8-K (Primary)

Filename: ndaq-20261022.htm · Sequence: 1

ndaq-20261022

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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):

October 22, 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 October 22, 2026, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the third

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 October 22, 2026, Nasdaq posted slides to be used in its earnings presentation for the third quarter of 2026

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

Item 8.01. Other Events.

On October 22, 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 October 22, 2026 relating to financial results for the third quarter of 2026.

99.2

Press release dated October 22, 2026 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL

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: October 22, 2026

Nasdaq, Inc.

By:

/s/ John A. Zecca

Name

John A. Zecca

Title:

Executive Vice President and

Chief Legal Officer

EX-99.1

Filename: earningsrelease3q26ex-991.htm · Sequence: 2

EarningsRelease 3Q26 (EX-99.1)

Exhibit 99.1

NEW YORK, October 22, 2026 - Nasdaq, Inc. (Nasdaq: NDAQ) today

reported financial results for the third quarter of 2026.

Adena Friedman, Chair and CEO said,

“Nasdaq’s third quarter performance

demonstrates the strength and

momentum of our business, with new

milestones achieved across all three

divisions, including record Index net

inflows, record FinTech ARR growth, and

the establishment of Nasdaq Digital

Liquidity Networks within Market

Services.

Markets are evolving towards an AI-

driven, Always-On future that is

increasingly integrated across asset

classes and geographies. Nasdaq is

shaping the next generation of market

infrastructure while expanding our growth

opportunities and enhancing the value we

deliver to our clients and shareholders.”

•Third quarter 2026 net revenue1 was $1.5 billion, an increase of 13%

over the third quarter of 2025, or 14% on an organic2 basis. Solutions

revenue3 increased 17%, or 18% on an organic basis.

•Annualized Recurring Revenue (ARR)3,4 of $3.4 billion increased 12%

on a reported basis over the third quarter of 2025, or 14% on an organic

basis. Annualized SaaS revenue increased 12%, or 16% on an organic

basis, and represented 38% of ARR.

•Financial Technology revenue was $529 million, an increase of 16% on

both a reported and organic basis over the third quarter of 2025.

•Index revenue of $286 million grew 39% on both a reported and organic

basis over the third quarter of 2025, with $141 billion of net inflows over

the trailing twelve months, including $49 billion in the third quarter of

2026.

•GAAP diluted earnings per share in the third quarter of 2026 was $0.96,

an increase of 31% over the third quarter of 2025. Non-GAAP5 diluted

earnings per share in the third quarter of 2026 was $1.04, an increase of

18% on a reported basis over the third quarter of 2025, or 19% on an

organic basis.

•In the third quarter of 2026, the company returned $173 million to

shareholders through dividends and $323 million through repurchases of

common stock.

Third Quarter 2026 Highlights

Sarah Youngwood, Executive Vice

President and CFO said, “Nasdaq

delivered excellent third quarter results,

headlined by outstanding Solutions

revenue growth, continued operating

leverage, and strong EPS growth.

Our durable business model and

disciplined execution underpin our capital

allocation strategy that prioritizes funding

investments in long-term growth while

returning more than $1.7 billion to

shareholders year to date through share

repurchases and dividends.”

(US$ millions, except per share)

3Q26

YoY change %

Organic2

YoY change %

Adjusted2 YoY

change %

Solutions revenue

$1,172

17%

18%

Market Services net revenue

$309

Net revenue

$1,481

13%

14%

GAAP operating income

$732

25%

Non-GAAP operating income

$843

15%

16%

ARR

$3,365

12%

14%

GAAP diluted EPS

$0.96

31%

Non-GAAP diluted EPS

$1.04

18%

19%

FINANCIAL REVIEW

•Third quarter 2026 net revenue was $1.5 billion, reflecting 13% growth on a reported basis

versus the prior year period, or 14% growth on an organic basis.

•Solutions revenue was $1.2 billion in the third quarter of 2026, an increase of 17% versus the

prior year period, or 18% on an organic basis. Performance in the quarter reflected strong

growth across Capital Access Platforms and Financial Technology. Capital Access Platforms

revenue growth was 20% year-over-year on both a reported and organic basis. Financial

Technology revenue growth was 16%, on both a reported and organic basis.

•ARR was $3.4 billion as of the third quarter of 2026, growing 12% year-over-year on a

reported basis, or 14% on an organic basis. The difference between total reported and organic

ARR growth results from the impact of divestitures, which were excluded from ARR in the prior

year period. Financial Technology ARR growth was 18% 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 $309 million in the third quarter of 2026, up 2% on both a

reported and organic basis versus the prior year period.

•Third quarter 2026 GAAP operating expenses were $749 million, an increase of 3% versus

the prior year quarter. Non-GAAP operating expenses were $638 million, up 9% versus the

prior year quarter, or 12% on an organic basis. The increases were primarily driven by higher

compensation and benefits costs from our strong revenue execution and increased

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

partially offset by lower general and administrative expenses, primarily due to a favorable legal

settlement, and lower restructuring charges.

•Cash flow from operations was $521 million in the third quarter, enabling the return of capital

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

company returned $173 million to shareholders through dividends and $323 million through

repurchases of common stock. As of September 30, 2026, there was $2.2 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

$2.550 billion to $2.580 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 record 18% organic ARR growth and double-digit

revenue growth in each subdivision for the third consecutive quarter. FinTech signed 54

new clients and 135 upsells in the quarter with cloud-based solutions accounting for 85% of

ACV bookings. FinTech performance reflected continued execution on the One Nasdaq

strategy with 5 cross-sells signed in the quarter and cross-sells accounting for over 15% of the

sales pipeline. Nasdaq achieved a second-place ranking on the Chartis RiskTech100, up from

fifth place in the prior year.

◦Financial Crime Management Technology revenue and ARR growth accelerated

with momentum across SMBs and enterprise clients. Nasdaq Verafin signed 45

new small-and-medium bank (SMB) clients and 3 enterprise deals in the third quarter,

bringing year-to-date enterprise signings to 12, surpassing the 9 enterprise deals

signed in all of 2025. Nasdaq Verafin announced the general availability of two new AI

workers, the Agentic AML Analyst and the Agentic Fraud Analyst, and now has more

than 850 clients using its Agentic AI Workforce.

◦Regulatory Technology achieved the fifth straight quarter of accelerating ARR

growth led by strong performance across Surveillance and AxiomSL. The

subdivision added 10 new clients, including 2 cross-sells, and 86 upsells in the third

quarter, driven by demand for cloud infrastructure, AI, digital assets, and regulatory

requirements. Surveillance signed 9 new clients, including 2 cross-sells and strategic

wins with Kalshi and Kraken, while also achieving 51 upsells. AxiomSL added 1 new

client and 35 upsells in the third quarter, including an expansion with a Global

Systemically Important Bank (G-SIB) for a Basel III implementation.

◦Capital Markets Technology delivered robust organic ARR growth with broad-

based strength across the subdivision. The subdivision signed 2 new clients,

including 1 cross-sell, and 48 upsells in the third quarter. Calypso added 2 new clients,

including 1 cross-sell, and 23 upsells. Nasdaq partnered with HSBC to co-develop

comprehensive exchange-traded derivatives (ETD) clearing capabilities in Calypso,

creating a unified platform HSBC has selected for clearing across OTC, ETD, and

repos. Nasdaq also launched a new operating environment which enables clients to

connect their own AI infrastructure and serve as an access point for Calypso’s agentic

capabilities. Market Technology signed 25 upsells in the quarter and continued to

shape Always-On markets, signing a deal with Bruce Markets to power the first 24/7

continuous trading in U.S. equities.

•Index set new ETP assets under management (AUM) and net inflow records while

executing on its growth pillars of product innovation, international expansion, and

institutional adoption. Index had a record $141 billion in net inflows over the trailing twelve

months, including $49 billion in the third quarter. End-of-period ETP AUM was $1.160 trillion

and average ETP AUM over the third quarter was $1.108 trillion, both new records. Nasdaq

launched 32 new Index products in the third quarter, including 10 in the institutional annuity

space. Half of the new products launched in the third quarter were outside the U.S.

•Nasdaq extended its listings leadership with 8 of the 10 largest operating company

IPOs in the third quarter. Nasdaq welcomed 15 new operating companies that raised $32

billion in capital7, reflecting a 79% win rate8 of new operating company listings. The quarter’s

strong performance contributed to a 74% year-to-date new listings win rate. Year-to-date

through the third quarter, new operating company listings raised $144 billion in proceeds,

reflecting 89% of total proceeds raised.

•Nasdaq expanded its distribution of private markets data through a partnership with

Juniper Square. The partnership embeds eVestment's private markets data directly into

Juniper Square’s client workflows, strengthening Nasdaq's position as a trusted provider of

institutional investment intelligence. eVestment also expanded its coverage of private funds to

more than 95,000, a 19% increase from the end of 2025.

•Nasdaq executed several strategic actions to advance the evolution of capital markets.

Nasdaq formed Digital Liquidity Networks (DLN), a new organization within Nasdaq Market

Services focused on advancing the company’s leadership in digital assets and market

modernization. Within DLN, Nasdaq completed the acquisition of LeveL Markets, the third-

largest Alternative Trading System (ATS) in the U.S. by trading volume with more than 2,500

buy-side and sell-side clients. The acquisition, which closed early in the fourth quarter,

enhances Nasdaq’s ability to serve a wider liquidity pool across off-exchange venues and

deliver institutional-grade liquidity and execution solutions to clients.

•Market Services set a new record in third quarter net revenue and continued to lead the

evolution of markets including the transition to Always-On markets. Third quarter Market

Services net revenue benefitted from higher industry volumes across U.S. options and

European equities with robust performance in U.S. cash equities, which achieved higher

market share and near record capture. The Nasdaq Stock Market remains on track to go live

with 23/5 trading on December 6, 2026, expanding global access to U.S.-listed equities.

____________

1 Represents revenue less transaction-based expenses.

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

acquisitions and divestitures during the one-year period post transaction. Adjusted and organic change for 3Q26 as

compared to 3Q25 are equivalent as they include the same period over period adjustments.

3 Solutions revenue constitutes revenue from our Capital Access Platforms and Financial Technology segments as well

as certain Other revenues. These Other revenues of $2 million and $4 million in 3Q26 and 3Q25, respectively, relates

to the sale of our Nasdaq Fund Secondaries business and the sale of the Nasdaq Metrio platform and related

customer contracts, which were both sold in 3Q26. Other revenues in 3Q25 also included $8 million related to the sale

of the Solovis business, which was sold in 4Q25. These revenues were previously included in our Capital Access

Platforms Segment. ARR and Annualized SaaS revenues for 3Q25 includes $42 million and $40 million, respectively,

related to these businesses.

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 proceeds for the quarter reflect current quarter IPO activity only and YTD proceeds reflect greenshoe shares

exercised after the quarter in which the IPO occurred.

8 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

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenues:

Capital Access Platforms

$641

$534

$1,820

$1,552

Financial Technology

529

457

1,585

1,352

Market Services

1,221

967

3,640

3,208

Other Revenues

Total revenues

2,393

1,979

7,063

6,175

Transaction-based expenses:

Transaction rebates

(623)

(658)

(2,059)

(1,882)

Brokerage, clearance and exchange fees

(289)

(6)

(616)

(436)

Revenues less transaction-based expenses

1,481

1,315

4,388

3,857

Operating Expenses:

Compensation and benefits

379

353

1,118

1,033

Professional and contract services

124

112

Technology and communication infrastructure

264

236

Occupancy

103

General, administrative and other

Marketing and advertising

Depreciation and amortization

165

158

496

471

Regulatory

Merger and strategic initiatives

Restructuring charges

—

Total operating expenses

749

729

2,287

2,155

Operating income

732

586

2,101

1,702

Interest income

Interest expense

(86)

(87)

(259)

(279)

Net gain (loss) on divestitures

(4)

(2)

Other income (loss)

—

(4)

—

Net income from unconsolidated investees

Income before income taxes

701

529

2,031

1,565

Income tax provision

162

106

466

296

Net income

$539

$423

$1,565

$1,269

Net loss attributable to noncontrolling interests

—

Net income attributable to Nasdaq

$540

$423

$1,566

$1,270

Per share information:

Basic earnings per share

$0.97

$0.74

$2.78

$2.21

Diluted earnings per share

$0.96

$0.73

$2.76

$2.19

Cash dividends declared per common share

$0.31

$0.27

$0.89

$0.78

Weighted-average common shares outstanding

for earnings per share:

Basic

558.9

573.3

563.3

574.1

Diluted

563.3

579.0

567.6

579.3

Nasdaq, Inc.

Revenue Detail

(in millions)

(unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

CAPITAL ACCESS PLATFORMS

Data and Listing Services

$224

$204

$655

$594

Index

286

206

778

595

Workflow and Insights

131

124

387

363

Total Capital Access Platforms revenues

641

534

1,820

1,552

FINANCIAL TECHNOLOGY

Financial Crime Management Technology

103

294

241

Regulatory Technology

123

109

361

315

Capital Markets Technology

303

264

930

796

Total Financial Technology revenues

529

457

1,585

1,352

MARKET SERVICES

Market Services

1,221

967

3,640

3,208

Transaction-based expenses:

Transaction rebates

(623)

(658)

(2,059)

(1,882)

Brokerage, clearance and exchange fees

(289)

(6)

(616)

(436)

Total Market Services revenues, net

309

303

965

890

OTHER REVENUES

REVENUES LESS TRANSACTION-BASED EXPENSES

$1,481

$1,315

$4,388

$3,857

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions)

September 30,

December 31,

2026

2025

Assets

(unaudited)

Current assets:

Cash and cash equivalents

$365

$604

Restricted cash and cash equivalents

210

Default funds and margin deposits

2,530

5,842

Short-term investments

151

Receivables, net

1,171

943

Other current assets

287

376

Total current assets

4,532

8,003

Property and equipment, net

767

728

Goodwill

14,247

14,371

Intangible assets, net

6,106

6,511

Operating lease assets

481

447

Other non-current assets

1,250

993

Total assets

$27,383

$31,053

Liabilities

Current liabilities:

Accounts payable and accrued expenses

$252

$280

Section 31 fees payable to SEC

—

Accrued personnel costs

320

364

Deferred revenue

819

785

Other current liabilities

237

259

Default funds and margin deposits

2,530

5,842

Short-term debt

269

431

Total current liabilities

4,517

7,961

Long-term debt

8,471

8,573

Deferred tax liabilities, net

1,654

1,584

Operating lease liabilities

476

462

Other non-current liabilities

262

241

Total liabilities

15,380

18,821

Commitments and contingencies

Equity

Nasdaq stockholders' equity:

Common stock

Additional paid-in capital

4,067

5,122

Common stock in treasury, at cost

(784)

(716)

Accumulated other comprehensive loss

(1,944)

(1,773)

Retained earnings

10,654

9,588

Total Nasdaq stockholders' equity

11,999

12,227

Noncontrolling interests

Total equity

12,003

12,232

Total liabilities and equity

$27,383

$31,053

Nasdaq, Inc.

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

(in millions, except per share amounts)

(unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

U.S. GAAP net income attributable to Nasdaq

$540

$423

$1,566

$1,270

Non-GAAP adjustments:

Amortization expense of acquired intangible assets 1

121

122

364

365

Merger and strategic initiatives expense 2

Restructuring charges 3

—

Gain from extinguishment of debt 4

—

(19)

Legal and regulatory matters 5

(16)

(3)

Net (gain) loss on divestitures 6

(84)

(37)

Net income from unconsolidated investees 7

(38)

(24)

(86)

(73)

Other (income) loss 8

(11)

Total non-GAAP adjustments

126

238

325

Non-GAAP adjustment to the income tax provision 9

(14)

(32)

(58)

(84)

Other tax adjustments 10

(4)

(6)

(4)

(51)

Total non-GAAP adjustments, net of tax

176

190

Non-GAAP net income attributable to Nasdaq

$588

$511

$1,742

$1,460

U.S. GAAP diluted earnings per share

$0.96

$0.73

$2.76

$2.19

Total impact from NonGAAP adjustments above

0.08

0.15

0.31

0.33

Non-GAAP diluted earnings per share

$1.04

$0.88

$3.07

$2.52

Weighted-average diluted common shares outstanding for

earnings per share:

563.3

579.0

567.6

579.3

Nasdaq, Inc.

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

(in millions)

(unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

U.S. GAAP operating income

$732

$586

$2,101

$1,702

Non-GAAP adjustments:

Amortization expense of acquired intangible assets 1

121

122

364

365

Merger and strategic initiatives expense 2

Restructuring charges 3

—

Gain from extinguishment of debt 4

—

(19)

Legal and regulatory matters 5

(16)

(3)

Other loss

—

Total non-GAAP adjustments

111

146

400

433

Non-GAAP operating income

$843

$732

$2,501

$2,135

Revenues less transaction-based expenses

$1,481

$1,315

$4,388

$3,857

U.S. GAAP operating margin 11

49%

45%

48%

44%

Non-GAAP operating margin 12

57%

56%

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

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

U.S. GAAP operating expenses

$749

$729

$2,287

$2,155

Non-GAAP adjustments:

Amortization expense of acquired intangible assets 1

(121)

(122)

(364)

(365)

Merger and strategic initiatives expense 2

(6)

(9)

(14)

(53)

Restructuring charges 3

—

(12)

(24)

(27)

Gain on extinguishment of debt 4

—

Legal and regulatory matters 5

(1)

(3)

Other loss

—

(2)

(1)

(4)

Total non-GAAP adjustments

(111)

(146)

(400)

(433)

Non-GAAP operating expenses

$638

$583

$1,887

$1,722

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 nine months ended September 30, 2026, these costs

included amounts associated with various strategic initiative costs. For the three and nine months

ended September 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 cost. Actions taken as part of this program were completed as of

December 31, 2025, and all costs were incurred as of June 30, 2026.

For the nine months ended September 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 nine months ended September 30, 2026, this includes a favorable legal settlement,

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

Income. For the three and nine months ended September 30, 2026 and 2025, this also includes

accruals relating to certain legal matters, which are recorded in professional and contract services in

the Condensed Consolidated Statements of Income.

Net loss on divestitures for the three months ended September 30, 2026 relates to the net impact of

the sale of the Nasdaq Metrio platform and related customer contracts, and the sale of Nasdaq Fund

Secondaries. Net gain on divestitures for the nine months ended September 30, 2026 and September

30, 2025 primarily relates to the divestiture of our Nordic power futures business, net of costs to sell,

partially offset by the net loss described above for the nine months ended September 30, 2026. For

the nine months ended September 30, 2025, this also includes a gain on sale of our Nasdaq Risk

Modelling for Catastrophes business, net of costs to sell.

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 nine months ended September 30, 2026 and 2025, other items primarily include net

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

the nine months ended September 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 (loss) in our Condensed Consolidated

Statements of Income.

For the three and nine months ended September 30, 2026 and 2025, the non-GAAP adjustment to the

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

For the nine months ended September 30, 2025, other tax adjustments primarily reflect a tax benefit

related to payments made to certain former Adenza employees and 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 Impacts

(in millions, except per share amounts)

(unaudited)

Three Months Ended

September 30,

Total Variance

FX/Divestitures/

Acquisitions impact

Organic Variance1

2026

2025

Capital Access Platforms

Data and Listing Services

$224

$204

$20

10%

$(1)

—%

$21

10%

Index

286

206

39%

—

—%

39%

Workflow and Insights

131

124

—%

Total Capital Access

Platforms revenues

641

534

107

20%

—

—%

107

20%

Financial Technology

Financial Crime Management

Technology

103

23%

—

—%

23%

Regulatory Technology

123

109

13%

—

—%

13%

Capital Markets Technology

303

264

15%

—%

14%

Total Financial

Technology revenues

529

457

16%

—%

16%

Market Services net

revenues

309

303

—

—%

Other revenues

(19)

(91)%

(19)

(88)%

—

—%

Revenues less transaction-

based expenses

$1,481

$1,315

$166

13%

$(18)

(1)%

$184

14%

Solutions revenue 2

$1,172

$1,003

$169

17%

$(9)

(1)%

$178

18%

Non-GAAP Operating

Expenses

$638

$583

$55

$(15)

(3)%

$70

12%

Non-GAAP Operating

Income

$843

$732

$111

15%

$(3)

—%

$114

16%

Non-GAAP diluted earnings

per share

$1.04

$0.88

$0.16

18%

$—

—%

$0.16

19%

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

divestitures.

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

$4 million of Other revenue in the third quarter of 2026 and the third quarter of 2025, respectively, related to the sale of our

Nasdaq Fund Secondaries business and the sale of the Nasdaq Metrio platform and related customer contracts, which were

both sold in the third quarter of 2026. The third quarter of 2025 also includes $8 million of Other revenue, 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

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Capital Access Platforms

Annualized recurring revenues (in millions) 1

$1,411

$1,303

$1,411

$1,303

Initial public offerings

The Nasdaq Stock Market

177

218

Nasdaq operating company IPOs

129

SPACs

121

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic

Total new listings

The Nasdaq Stock Market

167

205

531

569

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 2

Number of listed companies

The Nasdaq Stock Market 3

4,726

4,359

4,726

4,359

Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 4

1,103

1,133

1,103

1,133

Index

Number of licensed exchange traded products

487

439

487

439

Period end ETP assets under management (AUM) tracking Nasdaq

indexes (in billions)

$1,160

$829

$1,160

$829

Total average ETP AUM tracking Nasdaq indexes (in billions)

$1,108

$777

$1,000

$701

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

$141

$91

$141

$91

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

$190

$138

$190

$138

Financial Technology

Annualized recurring revenues (in millions) 1

Financial Crime Management Technology

$375

$316

$375

$316

Regulatory Technology

443

389

443

389

Capital Markets Technology

1,136

957

1,136

957

Total Financial Technology

$1,954

$1,662

$1,954

$1,662

Market Services

Equity Derivative Trading and Clearing

U.S. equity options

Total industry average daily volume (in millions)

63.8

55.8

64.3

54.0

Nasdaq PHLX matched market share

10.4%

11.4%

9.7%

The Nasdaq Options Market matched market share

3.2%

2.5%

2.8%

3.9%

Nasdaq Texas Options matched market share (formerly Nasdaq BX)

1.2%

1.6%

1.3%

1.7%

Nasdaq ISE Options matched market share

6.6%

7.0%

6.4%

6.8%

Nasdaq GEMX Options matched market share

3.2%

3.5%

3.3%

3.9%

Nasdaq MRX Options matched market share

3.5%

3.9%

3.0%

Total matched market share executed on Nasdaq's exchanges

28.1%

28.5%

29.1%

29.0%

Nasdaq Nordic and Nasdaq Baltic options and futures

Total average daily volume of options and futures contracts

193,881

184,267

221,178

220,416

Cash Equity Trading

Total U.S.-listed securities

Total industry average daily share volume (in billions)

16.9

17.6

19.0

17.2

Matched share volume (in billions)

157.5

158.6

525.7

454.4

The Nasdaq Stock Market matched market share

14.1%

13.7%

14.4%

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

14.5%

14.1%

14.8%

14.2%

Market share reported to the FINRA/Nasdaq Trade Reporting Facility

47.7%

47.6%

46.5%

47.7%

Total market share 6

62.2%

61.7%

61.3%

61.9%

Nasdaq Nordic and Nasdaq Baltic securities

Average daily number of equity trades executed on Nasdaq's

exchanges

653,117

627,568

730,953

736,829

Total average daily value of shares traded (in billions)

$5.3

$4.5

$6.0

$5.2

Total market share executed on Nasdaq's exchanges 7

75.0%

72.8%

74.6%

71.8%

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 nine months ended September 30, 2026 and

2025 included 1,292 and 1,000 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.

EX-99.2

Filename: ndaq102226ex-992.htm · Sequence: 3

Document

Exhibit 99.2

NEWS RELEASE

Nasdaq Announces Quarterly Dividend of $0.31 Per Share

NEW YORK, October 22, 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 December 18, 2026 to shareholders of record at the close of business on December 4, 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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Oct. 22, 2026

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

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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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