Nasdaq, Inc.

    NDAQ ·NASDAQ ·Security & Commodity Brokers, Dealers, Exchanges & Services ·Inc. in DE
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    1
    PART I
    Item 1. Business
    OVERVIEW
    Nasdaq 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
    the technology, data, and advanced analytics that enable our
    clients to capture opportunities, navigate risk, and strengthen
    resilience.
    We manage, operate and provide our products and services in
    three business segments: Capital Access Platforms, Financial
    Technology and Market Services.
    HISTORY
    Nasdaq was founded in 1971 as a wholly-owned subsidiary
    of FINRA. Beginning in 2000, FINRA restructured and
    broadened ownership in Nasdaq by selling shares to FINRA
    members, investment companies and issuers listed on The
    Nasdaq Stock Market. In connection with this restructuring,
    FINRA fully divested its ownership of Nasdaq in 2006, and
    The Nasdaq Stock Market became an independent registered
    national securities exchange in 2007.
    In February 2008, Nasdaq and OMX AB combined their
    businesses, leading to a transformational combination and
    expansion of our company from a U.S.-based exchange
    operator to a global exchange company offering technology
    that powers our own exchanges and markets as well as many
    other marketplaces around the world. Further, our
    transformation into a leading technology platform that
    powers the world’s economies gained momentum with the
    2021 acquisition of Verafin, followed by the 2023 acquisition
    of Adenza and its two flagship solutions, AxiomSL and
    Calypso. The seamless integration of these businesses
    allowed us to capitalize on our existing divisional structure,
    consolidated by a singular One Nasdaq go-to-market
    strategy.
    GROWTH STRATEGY
    To enable success in the evolving global financial system, we
    have established our purpose, vision, and value proposition
    together with a focused growth strategy:
    Our Purpose: We advance economic progress for all.
    Our Vision: We will be the trusted fabric of the world’s
    financial system.

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

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    From 10-Q filed 2026-07-23 (period ending 2026-06-30).

    Item 2. Management’s Discussion and Analysis of
    Financial Condition and Results of Operations
    The following discussion and analysis of the financial
    condition and results of operations of Nasdaq should be read
    in conjunction with our condensed consolidated financial
    statements and related notes included in this Form 10-Q.
    Certain percentages and per share amounts herein may not
    sum or recalculate due to rounding.
    EXECUTIVE OVERVIEW
    Nasdaq 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
    the technology, data, and advanced analytics that enable our
    clients to capture opportunities, navigate risk, and strengthen
    resilience.
    We manage, operate and provide our products and services in
    three business segments: Capital Access Platforms, Financial
    Technology and Market Services.
    Second Quarter 2026 Highlights and Recent
    Developments
    •Nasdaq welcomed seven of the 10 largest operating
    company IPOs on the U.S. exchanges, including SpaceX,
    the largest IPO in history with $86 billion in offering
    proceeds. Nasdaq set a quarterly record for total proceeds
    raised, with 26 operating company IPOs joining the U.S.
    listings franchise, raising over $105 billion in offering
    proceeds. Nasdaq achieved a 74% win rate across eligible
    U.S. operating companies, direct listings, and SPAC
    business combinations.
    •Our Index business generated net inflows of $109 billion
    over the last twelve months, including $51 billion in the
    second quarter. Our end-of-period and average ETP AUM
    reached new milestones, both exceeding $1.0 trillion for
    the first time ever. During the quarter, Nasdaq launched 34
    new products, including 11 in the institutional annuity
    space and 17 international products.
    •Financial Technology delivered double-digit revenue
    growth in each subdivision for the second consecutive
    quarter. Financial Technology delivered 16% revenue
    growth and 16% ARR growth. During the second quarter
    of 2026, Nasdaq signed 58 new clients, 7 cross-sells, and
    107 upsells.
    •Market Services delivered record quarterly net revenues
    partially driven by record U.S. equity options volumes,
    supported by record industry volumes. Nasdaq’s Closing
    Cross achieved new records in notional value traded across
    both the June Triple Witch and Russell reconstitution.
    Macroeconomic environment
    Our business performance can be positively or negatively
    impacted by a number of factors, including general economic
    conditions, the accelerated pace of technological change, the
    geopolitical environment, current or expected inflation,
    interest rate fluctuations, the threat or imposition of broad-
    based tariffs, market volatility, changes in investment
    patterns and priorities, regulatory changes, pandemics and
    other factors that are generally beyond our control. For
    example, higher overall U.S. trading volumes for the six
    months ended June 30, 2026 compared with the same period
    in 2025 led to an increase in our U.S. equities options and
    U.S. cash equities revenues. Market factors also contributed
    to higher valuations in Nasdaq Indices, higher overall
    volumes in Index derivatives and a strengthening IPO
    environment. To the extent that global or national economic
    conditions weaken and result in slower growth or recessions,
    our business may be negatively impacted.
    Nasdaq’s Operating Results
    The following tables summarize our financial performance
    for the three and six months ended June 30, 2026 compared
    to the same periods in 2025. For a detailed discussion of our
    results of operations, see “Segment Operating Results”
    below.
    Three Months Ended June 30,
    Percentage
    Change
    2026
    2025
    (in millions, except per share
    amounts)
    Revenues less
    transaction-based
    expenses
    $1,500
    $1,306
    14.9%
    Operating expenses
    788
    738
    6.9%
    Operating income
    $712
    $568
    25.2%
    Net income attributable
    to Nasdaq
    $507
    $452
    12.2%
    Diluted earnings per
    share
    $0.89
    $0.78
    14.5%
    Cash dividends
    declared per common
    share
    $0.31
    $0.27
    14.8%
     
    Six Months Ended June 30,
    Percentage
    Change
     
    2026
    2025
     
    (in millions, except per share
    amounts)
     
    Revenues less
    transaction-based
    expenses
    $2,908
    $2,543
    14.4%
    Operating expenses
    1,539
    1,428
    7.8%
    Operating income
    $1,369
    $1,115
    22.7%
    Net income attributable
    to Nasdaq
    $1,026
    $847
    21.2%
    Diluted earnings per
    share
    $1.80
    $1.46
    23.3%
    Cash dividends
    declared per common
    share
    $0.58
    $0.51
    13.7%
    28
    In countries with currencies other than the U.S. dollar,
    revenues and expenses are translated using monthly average
    exchange rates. Impacts on our revenues less transaction-
    based expenses and operating income associated with
    fluctuations in foreign currency are discussed in more detail
    under “Item 3. Quantitative and Qualitative Disclosures
    About Market Risk.”
    The following chart summarizes our ARR (in millions):
    * In the chart above, Other 2Q25 includes $29 million.
    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.
    The ARR chart includes:
    ▪
    Capital Access Platforms
    ◦
    Proprietary market data subscriptions and
    annual listing fees within our Data & Listing
    Services business.
    ◦
    Index data subscriptions and guaranteed
    minimum on futures contracts within our Index
    business.
    ◦
    Subscription contracts under our Workflow &
    Insights business.
    ▪
    Financial Technology
    ◦
    Subscription contracts excluding non-recurring
    professional services.
    ▪
    Other, for 2Q25, includes ARR related to our Solovis
    business divested in October 2025.
    The following chart summarizes our quarterly annualized
    SaaS revenues for June 30, 2026 and 2025 (in millions):
    * In the chart above, Other 2Q25 includes $29 million.
    29
    SEGMENT OPERATING RESULTS
    The following tables present our revenues by segment:
    Three Months Ended June 30,
    Percentage
    Change
    2026
    2025
    (in millions)
    Capital Access
    Platforms
    $621
    $520
    19.4%
    Financial Technology
    539
    464
    16.3%
    Market Services
    1,372
    1,101
    24.6%
    Other revenues
    —
    16
    (100.0)%
    Total revenues
    $2,532
    $2,101
    20.6%
    Transaction rebates
    (712)
    (640)
    11.2%
    Brokerage, clearance
    and exchange fees
    (320)
    (155)
    106.6%
    Total revenues less
    transaction-based
    expenses
    $1,500
    $1,306
    14.9%
     
    Six Months Ended June 30,
    Percentage
    Change
     
    2026
    2025
     
    (in millions)
     
    Capital Access
    Platforms
    $1,186
    $1,028
    15.5%
    Financial Technology
    1,057
    896
    17.9%
    Market Services
    2,419
    2,240
    8.0%
    Other revenues
    8
    32
    (75.6)%
    Total revenues
    $4,670
    $4,196
    11.3%
    Transaction rebates
    (1,436)
    (1,224)
    17.2%
    Brokerage, clearance
    and exchange fees
    (326)
    (429)
    (23.9)%
    Total revenues less
    transaction-based
    expenses
    $2,908
    $2,543
    14.4%
    The following charts present our Capital Access Platforms,
    Financial Technology and Market Services segments as a
    percentage of our total revenues, less transaction-based
    expenses.
    30
    Capital Access Platforms
    The following tables present revenues and ARR from our
    Capital Access Platforms segment:
    Three Months Ended June 30,
    Percentage
    Change
    2026
    2025
    (in millions)
    Data & Listing
    Services
    $217
    $198
    9.6%
    Index
    271

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    Held by

    holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

    Holder Type ETF MF Position ($) % of holder Δ % of holder Holder AUM

    Recent insider activity

    Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 5 transactions across 4 insiders. Net: -34,321 shares, -$3,080,924.

    Date Insider Role Action Shares Price Value
    2026-07-01 Smith Bryan Everard EVP, CPO Sell -3,000 $80.00 -$240,000
    2026-06-11 Smith Bryan Everard EVP, CPO Sell -3,000 $86.91 -$260,730
    2026-05-18 Griggs PC Nelson Pres. Capital Access Platforms Sell -5,093 $92.62 -$471,714
    2026-04-28 Peterson Bradley J EVP, CIO Sell -7,710 $90.82 -$700,222
    2026-04-27 Tal Cohen Pres. Market Platforms Sell -15,518 $90.75 -$1,408,258

    Source: SEC Form 4 filings.

    Next expected filings

    • ~2026-10-19 10-Q expected by 2026-10-29 (in 85 days)
    • ~2027-02-12 10-K expected by 2027-02-18 (in 201 days)
    • ~2027-04-20 10-Q expected by 2027-04-30 (in 268 days)
    • ~2027-07-19 10-Q expected by 2027-07-29 (in 358 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-07-23 8-K Earnings Release; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
    • 2026-07-23 10-Q Quarterly Report
    • 2026-07-01 8-K Material Agreement Entered; Material Agreement Terminated; Material Financial Obligation; Financial Statements and Exhibits
    • 2026-04-24 10-Q Quarterly Report
    • 2026-04-24 DEF 14A Proxy Statement
    • 2026-04-23 8-K Earnings Release; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
    • 2026-02-12 10-K Annual Report
    • 2026-01-29 8-K Earnings Release; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
    • 2025-12-15 8-K Other Events; Financial Statements and Exhibits
    • 2025-12-01 8-K Other Events; Financial Statements and Exhibits
    • 2025-10-23 10-Q Quarterly Report
    • 2025-10-21 8-K Earnings Release; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
    • 2025-07-25 10-Q Quarterly Report
    • 2025-07-24 8-K Earnings Release; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
    • 2025-04-28 10-Q Quarterly Report