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Cover and table of contents
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.
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
Next: Item 1. Financial Statements