Nasdaq 10-Q 2026-06-30

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	June 30, 2026
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period	from ________ to ________

Commission file number: 001-38855

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

Delaware		52-1165937
(State or Other Jurisdiction of Incorporation or Organization)		(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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has

been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and

“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class		Outstanding at July 16, 2026
Common Stock, $0.01 par value per share		558,977,372	shares

i

Nasdaq, Inc.

TABLE OF CONTENTS
PART I	Financial Information
	Item 1.	Financial Statements	1
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Income	2
		Condensed Consolidated Statements of Comprehensive Income	3
		Condensed Consolidated Statements of Changes in Stockholders' Equity	4
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
	Item 4.	Controls and Procedures	46
PART II	Other Information
	Item 1.	Legal Proceedings	46
	Item 1A.	Risk Factors	46
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
	Item 5.	Other Information	47
	Item 6.	Exhibits	48
		SIGNATURES	48

ii

About this Form 10-Q

Throughout this Form 10-Q, unless otherwise specified:

• “Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.

• “Nasdaq Baltic” refers to collectively, Nasdaq Tallinn

AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.

• “Nasdaq Texas” refers to the cash equity exchange

operated by Nasdaq Texas, LLC, formerly Nasdaq BX.

• “NTX Options” refers to the options exchange operated

by Nasdaq Texas, LLC, formerly Nasdaq BX Options.

• “Nasdaq Clearing” refers to the clearing operations

conducted by Nasdaq Clearing AB.

• “Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian

cash equity trading books operated by Nasdaq CXC

Limited.

• “Nasdaq First North” refers to our alternative

marketplaces for smaller companies and growth

companies in the Nordic and Baltic regions.

• “Nasdaq GEMX” refers to the options exchange

operated by Nasdaq GEMX, LLC.

• “Nasdaq ISE” refers to the options exchange operated by

Nasdaq ISE, LLC.

• “Nasdaq MRX” refers to the options exchange operated

by Nasdaq MRX, LLC.

• “Nasdaq Nordic” refers to collectively, Nasdaq Clearing

AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S,

Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

• “Nasdaq PHLX” refers to the options exchange operated

by Nasdaq PHLX LLC.

• “Nasdaq PSX” refers to the cash equity exchange

operated by Nasdaq PHLX LLC.

• “The Nasdaq Options Market” refers to the options

exchange operated by The Nasdaq Stock Market LLC.

• “The Nasdaq Stock Market” refers to the cash equity

exchange and listing venue operated by The Nasdaq

Stock Market LLC.

Nasdaq also provides the following list of abbreviations and

acronyms used throughout this Quarterly Report on Form 10-

Q as a tool for the reader.

2026 Revolving Credit Facility: $1.50 billion senior

unsecured revolving credit facility, which matures on June

30, 2031

2026 Notes: $500 million aggregate principal amount issued

of 3.850% senior unsecured notes paid at maturity on June

30, 2026

2028 Notes: $1 billion aggregate principal amount issued of

5.350% senior unsecured notes due June 28, 2028

2029 Notes: €600 million aggregate principal amount issued

of 1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount issued

of 0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount issued

of 1.650% senior unsecured notes due January 15, 2031

2032 Notes: €750 million aggregate principal amount issued

of 4.500% senior unsecured notes due February 15, 2032

2033 Notes: €615 million aggregate principal amount issued

of 0.900% senior unsecured notes due July 30, 2033

2034 Notes: $1.25 billion aggregate principal amount issued

of 5.550% senior unsecured notes due February 15, 2034

2040 Notes: $650 million aggregate principal amount issued

of 2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount issued

of 3.250% senior unsecured notes due April 28, 2050

2052 Notes: $550 million aggregate principal amount issued

of 3.950% senior unsecured notes due March 7, 2052

2053 Notes: $750 million aggregate principal amount issued

of 5.950% senior unsecured notes due August 15, 2053

2063 Notes: $750 million aggregate principal amount issued

of 6.100% senior unsecured notes due June 28, 2063

Adenza: Adenza Holdings, Inc.

AI: Artificial Intelligence

ARR: Annualized Recurring Revenue

ASR: Accelerated Share Repurchase

AUM: Assets Under Management

CCP: Central Counterparty

CAT: A market-wide consolidated audit trail established

under an SEC approved plan by Nasdaq and other

exchanges

EMIR: European Market Infrastructure Regulation

Equity Plan: Nasdaq Equity Incentive Plan

ESPP: Nasdaq Employee Stock Purchase Plan

ETP: Exchange Traded Product

Euro Notes: The 2029, 2030, 2032 and 2033 Notes

Exchange Act: Securities Exchange Act of 1934, as amended

FINRA: Financial Industry Regulatory Authority

GICS: Global Industry Classification Standard

IPO: Initial Public Offering

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

PSU: Performance Share Unit

SaaS: Software as a Service

SEC: U.S. Securities and Exchange Commission

iii

SERP: Supplemental Executive Retirement Plan

SFSA: Swedish Financial Supervisory Authority

SOFR: Secured Overnight Financing Rate

SPAC: Special Purpose Acquisition Company

S&P: Standard & Poor's

S&P 500: S&P 500 Stock Index

TSR: Total Shareholder Return

U.S. GAAP: U.S. Generally Accepted Accounting Principles

U.S. Tape plans: U.S. cash equity and U.S. options industry

data

NASDAQ, the NASDAQ logos, and other brand, service or

product names or marks referred to in this report are

trademarks or service marks, registered or otherwise, of

Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade

Reporting Facility are registered trademarks of FINRA.

This Quarterly Report on Form 10-Q includes market share

and industry data that we obtained from industry publications

and surveys, reports of governmental agencies and internal

company surveys. Industry publications and surveys

generally state that the information they contain has been

obtained from sources believed to be reliable, but we cannot

assure you that this information is accurate or complete. We

have not independently verified any of the data from third-

party sources nor have we ascertained the underlying

economic assumptions relied upon therein. Statements as to

our market position are based on the most currently available

market data. For market comparison purposes, The Nasdaq

Stock Market data in this Quarterly Report on Form 10-Q for

IPOs and new listings of equity securities (including issuers

that switched from other listings venues, closed-end funds

and ETPs) is based on data generated internally by us;

therefore, the data may not be comparable to other publicly

available IPO data. Data in this Quarterly Report on Form

10-Q for IPOs and new listings of equity securities on the

Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq

First North also is based on data generated internally by us.

The data regarding Nasdaq's combined market capitalization

in the U.S. is obtained from Bloomberg. IPOs and new

listings data is presented as of period end. While we are not

aware of any misstatements regarding industry data presented

herein, our estimates involve risks and uncertainties and are

subject to change based on various factors. We refer you to

the “Risk Factors” section in our Form 10-K for the fiscal

year ended December 31, 2025 that was filed with the SEC

on February 12, 2026.

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.

iv

Forward-Looking Statements

The SEC encourages companies to disclose forward-looking

information so that investors can better understand a

company’s future prospects and make informed investment

decisions. This Quarterly Report on Form 10-Q contains

these types of statements. Words such as “can,” “may,”

“will,” “could,” “should,” “anticipate,” “estimates,”

“expects,” “projects,” “intends,” “plans,” “believes” and

words or terms of similar substance used in connection with

any discussion of future expectations as to industry and

regulatory developments or business initiatives and

strategies, future operating results or financial performance,

and other future developments are intended to identify

forward-looking statements. These include, among others,

statements relating to:

*•*our strategic direction;

*•*the integration of acquired businesses, including

accounting decisions relating thereto;

• the scope, nature or impact of acquisitions, divestitures,

investments or other transactional activities;

• the effective dates for, and expected benefits of, ongoing

initiatives, including transactional activities and other

strategic, restructuring, technology, de-leveraging and

capital return initiatives;

• our products and services;

• the impact of pricing changes;

• tax matters;

• the cost and availability of liquidity and capital; and

*•*any litigation, or any regulatory or government

investigation or action, to which we are or could become a

party or which may affect us and any potential settlements

of litigation, regulatory or governmental investigations or

actions.

Forward-looking statements involve risks and uncertainties.

Factors that could cause actual results to differ materially

from those contemplated by the forward-looking statements

include, among others, the following:

*•*our operating results may be lower than expected;

*•*our ability to successfully integrate acquired businesses or

divest sold businesses or assets, including the fact that any

integration or transition may be more difficult, time

consuming or costly than expected, and we may be unable

to realize synergies from business combinations,

acquisitions, divestitures or other transactional activities;

• loss of significant trading and clearing volumes or values,

fees, market share, listed companies, market data

customers or other customers;

*•*our ability to develop and grow our non-trading

businesses;

*•*our ability to keep up with rapid technological advances,

including our ability to effectively manage the development

and use of AI in certain of our products and offerings, and

adequately address cybersecurity risks;

*•*economic, political, regulatory and market conditions and

fluctuations, including inflation, tariffs, interest rate and

foreign currency risk inherent in U.S. and international

operations, and geopolitical instability;

• the performance and reliability of our technology and

technology of third parties on which we rely;

• any significant systems failures or errors in our

operational processes;

*•*our ability to continue to generate cash and manage our

indebtedness; and

*•*adverse changes that may occur in the litigation or

regulatory areas, or in the securities markets generally, or

increased regulatory oversight domestically or

internationally.

Most of these factors are difficult to predict accurately and

are generally beyond our control. You should consider the

uncertainty and any risk related to forward-looking

statements that we make. These risk factors are more fully

described in the “Risk Factors” section in our Form 10-K

filed with the SEC on February 12, 2026. You are cautioned

not to place undue reliance on these forward-looking

statements, which speak only as of the date of this report. You

should carefully read this entire Quarterly Report on Form

10-Q, including “Part I. Item 2. Management’s Discussion

and Analysis of Financial Condition and Results of

Operations” and the condensed consolidated financial

statements and the related notes. Except as required by the

federal securities laws, we undertake no obligation to update

any forward-looking statement, release publicly any revisions

to any forward-looking statements or report the occurrence

of unanticipated events. For any forward-looking statements

contained in any document, we claim the protection of the

safe harbor for forward-looking statements contained in the

Private Securities Litigation Reform Act of 1995.

PART I - FINANCIAL INFORMATION

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions, except share and par value amounts)

	June 30, 2026		December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$520		$604
Restricted cash and cash equivalents	26		210
Default funds and margin deposits (including restricted cash and cash equivalents of $254 and $3,120, respectively)	2,323		5,842
Financial investments	198		28
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, $0.01 par value, 900,000,000 shares authorized, shares issued: 587,518,685 at June 30, 2026 and 594,620,320 at December 31, 2025; shares outstanding: 561,990,385 at June 30, 2026 and 569,894,024 at December 31, 2025	6		6
Additional paid-in capital	4,353		5,122
Common stock in treasury, at cost: 25,528,300 shares at June 30, 2026 and 24,726,296 shares at December 31, 2025	(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	5		5
Total equity	11,993		12,232
Total liabilities and equity	$27,341		$31,053

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(unaudited)

(in millions, except per share amounts)

	Three Months Ended June 30,				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	—		16		8		32
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	42		39		82		75
Technology and communication infrastructure	88		79		171		156
Occupancy	35		30		68		58
General, administrative and other	23		23		52		29
Marketing and advertising	24		14		44		28
Depreciation and amortization	165		158		331		313
Regulatory	9		14		19		29
Merger and strategic initiatives	5		20		9		44
Restructuring charges	14		9		24		15
Total operating expenses	788		738		1,539		1,428
Operating income	712		568		1,369		1,115
Interest income	8		12		13		24
Interest expense	(86)		(95)		(172)		(192)
Net gain on divestitures	—		39		89		39
Other income (losses)	(2)		1		(15)		—
Net income from unconsolidated investees	21		23		47		50
Income before income taxes	653		548		1,331		1,036
Income tax provision	146		96		305		190
Net income	$507		$452		$1,026		$846
Net loss attributable to noncontrolling interests	—		—		—		1
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

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net income	$507		$452		$1,026		$846
Other comprehensive income (loss):
Foreign currency translation gains (losses)	(57)		(45)		(76)		130
Income tax benefit (expense)(1)	(7)		67		(25)		98
Foreign currency translation, net	(64)		22		(101)		228
Unrealized gain (loss) on derivatives instruments, net	(3)		5		—		2
Total other comprehensive income (loss), net of tax	(67)		27		(101)		230
Comprehensive income	$440		$479		$925		$1,076
Comprehensive loss attributable to noncontrolling interests	—		—		—		1
Comprehensive income attributable to Nasdaq	$440		$479		$925		$1,077

____________

(1)Primarily relates to the tax effect of unrealized gains and losses on our Euro Notes.

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

(in millions)

	Three Months Ended June 30,								Six Months Ended June 30,
	2026				2025				2026				2025
	Shares		$		Shares		$		Shares		$		Shares		$
Common stock	565		6		574		6		570		6		575		6
Additional paid-in capital
Beginning balance			4,627				5,450				5,122				5,530
Share repurchase program	(4)		(356)		(1)		(100)		(10)		(903)		(3)		(215)
Share-based compensation	1		50		1		46		2		87		2		81
Issuance of stock under employee stock plans	—		3		—		—		1		18		—		—
Other issuances of common stock, net	—		29		—		29		—		29		—		29
Ending balance			4,353				5,425				4,353

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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%

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.

SEGMENT OPERATING RESULTS

The following tables present our revenues by segment:

	*Three Months Ended June 30,

Showing the first 8K of 66K characters. Open the full section

Market Risk

As a result of our operating, investing and financing

activities, we are exposed to market risks such as interest rate

risk and foreign currency exchange rate risk. We are also

exposed to credit risk as a result of our normal business

activities.

We have implemented policies and procedures to measure,

manage, monitor and report risk exposures, which are

reviewed regularly by management and the board of

directors. We identify risk exposures and monitor and

manage such risks on a daily basis.

We perform sensitivity analyses to determine the effects of

market risk exposures. We may use derivative instruments

solely to hedge financial risks related to our financial

positions or risks that are incurred during the normal course

of business. We do not use derivative instruments for

speculative purposes.

Interest Rate Risk

We are subject to the risk of fluctuating interest rates in the

normal course of business. Our exposure to market risk for

changes in interest rates relates primarily to our financial

investments and debt obligations, which are discussed below.

We may enter into transactions that expose us to interest rate

risk, for which we may utilize interest rate derivatives

agreements to manage that risk.

Financial Investments

As of June 30, 2026, our investment portfolio was primarily

comprised of highly rated European government debt

securities, which pay a fixed rate of interest. These securities

are subject to interest rate risk and the fair value of these

securities will decrease if market interest rates increase. The

impact of an immediate increase to market interest rates,

uniformly, by a hypothetical 100 basis points from levels as

of June 30, 2026, would not have a material impact on our

financial statements.

Debt Obligations

As of June 30, 2026, the majority of our outstanding debt

obligations are fixed-rate obligations. Interest rates on certain

tranches of notes are subject to adjustment to the extent our

debt rating is downgraded below investment grade, as further

discussed in Note 8, “Debt Obligations,” to the condensed

consolidated financial statements. While changes in interest

rates will have no impact on the interest we pay on fixed-rate

obligations, we are exposed to changes in interest rates as a

result of the borrowings under our 2026 Revolving Credit

Facility, as this facility has a variable interest rate. We may

also be exposed to changes in interest rates if there are

amounts outstanding from the sale of commercial paper

under our commercial paper program, which have variable

interest rates. As of June 30, 2026, we have $269 million

outstanding under our commercial paper program. A

hypothetical 100 basis points increase in interest rates on our

outstanding commercial paper would not have a material

impact on our financial statements.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk. Our

primary transactional exposure to foreign currency

denominated revenues less transaction-based expenses and

operating income for the three and six months ended June 30,

2026 is presented in the following tables. The tables below

do not include the offsetting impact of our hedging programs.

	Euro	Swedish Krona	Canadian Dollar	Other Foreign Currencies	U.S. Dollar
	(in millions, except currency rate)
Three Months Ended June 30, 2026
Average FX rate to the U.S. dollar	1.162	0.107	0.722	#	N/A
Percentage of revenues less transaction- based expenses	8.3%	3.3%	0.7%	3.1%	84.6%
Percentage of operating income	12.3%	(2.4)%	(5.4)%	(7.8)%	103.3%
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses	$(12)	$(5)	$(1)	$(5)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(9)	$(2)	$(4)	$(6)	$—

	Euro	Swedish Krona	Canadian Dollar	Other Foreign Currencies	U.S. Dollar
	(in millions, except currency rate)
Six Months Ended June 30, 2026
Average FX rate to the U.S. dollar	1.167	0.108	0.726	#	N/A
Percentage of revenues less transaction- based expenses	7.7%	3.5%	0.7%	3.5%	84.6%
Percentage of operating income	10.9%	(2.0)%	(5.5)%	(7.1)%	103.7%
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses	$(22)	$(10)	$(2)	$(10)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(15)	$(3)	$(8)	$(10)	$—

__________

#Represents multiple foreign currency rates.

N/ANot applicable.

The adverse impacts shown in the preceding tables should be

viewed individually by currency and not in aggregate, due to

the correlation between changes in exchange rates for certain

currencies.

We may use foreign exchange contracts to hedge a portion of

our forecasted foreign currency denominated revenues and

expenses in the normal course of business. We hedge these

cash flow exposures to reduce the risk that our earnings and

cash flows will be adversely affected by changes in exchange

rates. These foreign exchange contracts are carried at fair

value, with maturities that can range up to 18 months. We

record changes in fair value of these cash flow hedges of

foreign currency denominated revenue and expenses in

accumulated other comprehensive loss in the Condensed

Consolidated Balance Sheets, until the forecasted transaction

occurs. When the forecasted transaction affects earnings, or

in the event the underlying forecasted transaction does not

occur, or it becomes probable that it will not occur, we

reclassify the related gain or loss on the cash flow hedge to

revenue or operating expenses, as applicable. As of June 30,

2026, the fair value of our derivatives designated as cash

flow hedging instruments are not material.

Our investments in foreign subsidiaries are exposed to

volatility in currency exchange rates through translation of

the foreign subsidiaries’ net assets or equity to U.S. dollars.

Substantially all of our foreign subsidiaries operate in

functional currencies other than the U.S. dollar. The financial

statements of these subsidiaries are translated into U.S.

dollars for consolidated reporting using a current rate of

exchange, with net gains or losses recorded in accumulated

other comprehensive loss in the Condensed Consolidated

Balance Sheets.

Our primary exposure to net assets in foreign currencies as of

June 30, 2026 is presented in the following table:

		Net Assets		Impact of a 10% Adverse Currency Fluctuation
		(in millions)
Swedish Krona		$3,146		$(315)
Canadian Dollar		146		(15)
Norwegian Krone		102		(10)
Australian Dollar		91		(9)
British Pound		78		(8)

In the table above, Swedish Krona includes goodwill of

$2,362 million and intangible assets, net of $477 million.

Our Euro Notes have been designated as a hedge of our net

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in accumulated other comprehensive loss in

the Condensed Consolidated Balance Sheets. See Note 8,

“Debt Obligations,” to the condensed consolidated financial

statements for further discussion. We enter into foreign

exchange contracts to hedge a portion of our net investment

in certain foreign subsidiaries. These foreign exchange

contracts are carried at fair value, with remaining maturities

ranging up to eight years, and reported as either an asset or

liability depending on their position as of the balance sheet

date, and accumulated other comprehensive loss in the

Condensed Consolidated Balance Sheets. The accumulated

gains and losses associated with these instruments will

remain in accumulated other comprehensive loss until the

foreign subsidiaries are sold or substantially liquidated, at

which point they will be reclassified into earnings.

Credit Risk

Credit risk is the potential loss due to the default or

deterioration in credit quality of customers or counterparties.

We are exposed to credit risk from third parties, including

customers, counterparties and clearing agents. These parties

may default on their obligations to us due to bankruptcy, lack

of liquidity, operational failure or other reasons. We limit our

exposure to credit risk by evaluating the counterparties with

which we make investments and execute agreements. For our

investment portfolio, our objective is to invest in securities to

preserve principal while maximizing yields, without

significantly increasing risk. Credit risk associated with

investments is minimized substantially by ensuring that these

financial assets are placed with governments which have

investment grade ratings, well-capitalized financial

institutions and other creditworthy counterparties.

Our subsidiary, Nasdaq Execution Services, may be exposed

to credit risk due to the default of trading counterparties in

connection with the routing services it provides for our

trading customers. System trades in cash equities routed to

other market centers for members of our cash equity

exchanges are routed by Nasdaq Execution Services for

clearing to the NSCC. In this function, Nasdaq Execution

Services is to be neutral by the end of the trading day, but

may be exposed to intraday risk if a trade extends beyond the

trading day and into the next day, thereby leaving Nasdaq

Execution Services susceptible to counterparty risk in the

period between accepting the trade and routing it to the

clearinghouse. In this interim period, Nasdaq Execution

Services is not novating like a clearing broker but instead is

subject to the short-term risk of counterparty failure before

the clearinghouse enters the transaction. Once the

clearinghouse officially accepts the trade for novation,

Nasdaq Execution Services is legally removed from trade

execution risk. However, Nasdaq has membership

obligations to NSCC independent of Nasdaq Execution

Services’ arrangements.

Pursuant to the rules of the NSCC and Nasdaq Execution

Services’ clearing agreement, Nasdaq Execution Services is

liable for any losses incurred due to a counterparty or a

clearing agent’s failure to satisfy its contractual obligations,

either by making payment or delivering securities. Adverse

movements in the prices of securities that are subject to these

transactions can increase our credit risk. However, we believe

that the risk of material loss is limited, as Nasdaq Execution

Services’ customers are not permitted to trade on margin and

NSCC rules limit counterparty risk on self-cleared

transactions by establishing credit limits and capital deposit

requirements for all brokers that clear with NSCC.

Historically, Nasdaq Execution Services has never incurred a

liability due to a customer’s failure to satisfy its contractual

obligations as counterparty to a system trade. Credit

difficulties or insolvency, or the perceived possibility of

credit difficulties or insolvency, of one or more larger or

visible market participants could also result in market-wide

credit difficulties or other market disruptions.

We have credit risk related to transaction and subscription-

based revenues that are billed to customers on a monthly or

quarterly basis, in arrears. Our potential exposure to credit

losses on these transactions is represented by the receivable

balances in the Condensed Consolidated Balance Sheets. We

review and evaluate changes in the status of our

counterparties’ creditworthiness. Credit losses such as those

described above could adversely affect our consolidated

financial position and results of operations.

We also are exposed to credit risk through our clearing

operations with Nasdaq Clearing. See Note 14, “Clearing

Operations,” to the condensed consolidated financial

statements for further discussion. Our clearinghouse holds

material amounts of clearing member cash deposits, which

are held or invested primarily to provide security of capital

while minimizing credit, market and liquidity risks. While we

seek to achieve a reasonable rate of return, we are primarily

concerned with preservation of capital and managing the

risks associated with these deposits. As the clearinghouse

may remit to the members interest earned at prevailing

market rates, less a spread, this could include negative or

reduced yield due to market conditions. The following is a

summary of the risks associated with these deposits and how

these risks are mitigated.

*•*Credit Risk: When the clearinghouse has the ability to hold

cash collateral at a central bank, the clearinghouse utilizes

its access to the central bank system to minimize credit risk

exposures. When funds are not held at a central bank, we

seek to substantially mitigate credit risk by ensuring that

investments are primarily placed in large, highly rated

financial institutions, highly rated government debt

instruments and other creditworthy counterparties.

*•*Liquidity Risk: Liquidity risk is the risk a clearinghouse

may not be able to meet its payment obligations in the right

currency, in the right place and the right time. To mitigate

this risk, the clearinghouse monitors liquidity requirements

closely and maintains funds and assets in a manner which

minimizes the risk of loss or delay in the access by the

clearinghouse to such funds and assets. For example,

holding funds with a central bank where possible or

investing in highly liquid government debt instruments

serves to reduce liquidity risks.

*•*Interest Rate Risk: Interest rate risk is the risk that interest

rates rise causing the value of purchased securities to

decline. If we were required to sell securities prior to

maturity, and interest rates had risen, the sale of the

securities might be made at a loss relative to the latest

market price. Our clearinghouse seeks to manage this risk

by making short-term investments of members’ cash

deposits. In addition, the clearinghouse investment

guidelines allow for direct purchases or repurchase

agreements with short dated maturities of high quality

sovereign debt (for example, European government and

U.S. Treasury securities), central bank certificates and

multilateral development bank debt instruments.

*•*Security Issuer Risk: Security issuer risk is the risk that an

issuer of a security defaults on its payment when the

security matures. This risk is mitigated by limiting

allowable investments and collateral under reverse

repurchase agreements to high quality sovereign,

government agency or multilateral development bank debt

instruments.

Disclosure Controls and Procedures

Nasdaq’s management, with the participation of Nasdaq’s

Chief Executive Officer, and Executive Vice President and

Chief Financial Officer, has evaluated the effectiveness of

Nasdaq’s disclosure controls and procedures (as defined in

Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)

as of the end of the period covered by this report. Based upon

that evaluation, Nasdaq’s Chief Executive Officer and

Executive Vice President and Chief Financial Officer, have

concluded that, as of the end of such period, Nasdaq’s

disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in Nasdaq’s internal control over

financial reporting (as defined in Rule 13a-15(f) and Rule

15d-15(f) under the Exchange Act) that occurred during the

quarter ended June 30, 2026 that have materially affected, or

are reasonably likely to materially affect, Nasdaq’s internal

control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See “Legal and Regulatory Matters” of Note 17,

“Commitments, Contingencies and Guarantees,” to the

condensed consolidated financial statements for a description

of our legal proceedings, if any.

In addition to the other information set forth in this Quarterly

Report on Form 10-Q, you should carefully consider the

factors discussed under “Risk Factors” in our most recent

Form 10-K. These risks could materially and adversely affect

our business, financial condition and results of operations.

These risks and uncertainties are not the only ones facing us.

Additional risks and uncertainties not presently known to us

or that we currently believe to be immaterial may also

adversely affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of

Proceeds

Issuer Purchases of Equity Securities

Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq

Stockholders’ Equity,” to the condensed consolidated

financial statements for further discussion of our share

repurchase program.

Purchases of Equity Securities by the Issuer and

Affiliated Purchasers

Under our board approved share repurchase program, we

may repurchase shares from time to time at prevailing market

prices in open market purchases, privately-negotiated

transactions, block purchases, an accelerated share

repurchase program or otherwise, as determined by our

management. As of June 30, 2026, the remaining aggregate

authorized amount under the existing share repurchase

program was $2.5 billion. The share repurchase program may

be suspended, modified or discontinued at any time, and has

no defined expiration date.

The table below represents repurchases made by or on behalf

of us or any “affiliated purchaser” of our common stock

during the fiscal quarter ended June 30, 2026:

Period		Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
April 2026
Share repurchase program		368,054		$89.40		368,054		$2,851
Employee transactions		429,824		$85.48		N/A		N/A
May 2026
Share repurchase program		1,775,498		$90.53		1,775,498		$2,691
Employee transactions		1,309		$91.33		N/A		N/A
June 2026
Share repurchase program		1,930,367		$83.88		1,930,367		$2,529
Employee transactions		1,141		$83.34		N/A		N/A
Total Quarter Ended June 30, 2026
Share repurchase program		4,073,919		$87.28		4,073,919		$2,529
Employee transactions		432,274		$85.49		N/A		N/A

In the table above:

• N/A - Not applicable.

• Employee transactions represents shares surrendered to us

to satisfy tax withholding obligations arising from the

vesting of restricted stock and PSUs previously issued to

employees.

• See “Share Repurchase Program,” of Note 11, “Nasdaq

Stockholders’ Equity,” to the condensed consolidated

financial statements for further discussion of our share

repurchase program.

During the three months ended June 30, 2026, none of the

Company’s directors or officers adopted, terminated or

modified a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement” (as such terms are defined in

intended to satisfy the affirmative defense of Rule 10b5-1(c):

on May 7, 2026, Jeremy Skule, Executive Vice President and

Chief Strategy Officer; Executive Chair, Financial Crime

Management Technology, adopted a Rule 10b5-1 trading

plan for the sale of up to 18,000 shares of our common stock

subject to certain conditions and which plan expires on

March 31, 2027.

Exhibit Number
10.1		Form of Nasdaq Restricted Stock Unit Award Certificate (employees).*
10.2		Form of Nasdaq Restricted Stock Unit Award Certificate (directors).*
10.3		Form of Nasdaq Three-Year Performance Share Unit Agreement.*
10.4		Form of Nasdaq Two-Year Performance Share Unit Agreement.*
10.5		Amended and Restated Credit Agreement, dated as of June 30, 2026, among Nasdaq, Inc., the various lenders and issuing bank party thereto and Bank of America, N.A., as administrative agent. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 1, 2026).^
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (“Sarbanes-Oxley”).
31.2		Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.
32.1		Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.
101		The following materials from the Nasdaq, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025; (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025; and (vi) notes to condensed consolidated financial statements.
104		Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

---

• Management contract or compensatory plan or

arrangement.

^ Certain schedules and exhibits have been omitted pursuant

to Item 601(a)(5) of Regulation S-K. Nasdaq, Inc. hereby

undertakes to furnish supplemental copies of any of the

omitted schedules or exhibits to the Securities and Exchange

Commission upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized, on July 23, 2026.

Nasdaq, Inc.
(Registrant)
By:	/s/ Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer
Date:	July 23, 2026
By:	/s/ Sarah Youngwood
Name:	Sarah Youngwood
Title:	Executive Vice President and Chief Financial Officer
Date:	July 23, 2026