Nasdaq Inc.
10/22/2026 | Press release | Distributed by Public on 10/22/2026 12:03
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
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
advanced technology, data, and intelligence solutions that
enable our clients to capture opportunities, navigate risk, and
strengthen resilience.
Our organizational structure aligns our businesses with the
foundational shifts that are driving the evolution of the global
financial system. We manage, operate and provide our
products and services in three business segments: Capital
Access Platforms, Financial Technology and Market
Services.
Third Quarter 2026 Highlights and Recent Developments
•During the third quarter, Nasdaq welcomed 15 new
operating companies on the U.S. exchanges, raising $32
billion in proceeds, including 8 of the 10 largest operating
company IPOs, contributing to a 79% win rate for the
quarter.
•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 $1.2 trillion and
average ETP AUM over the third quarter was $1.1 trillion,
both setting new records. Nasdaq launched 32 new Index
products in the third quarter, including 16 international
products and 10 products in the institutional annuity space.
•Financial Technology delivered strong ARR and double-
digit revenue growth in each subdivision for the third
consecutive quarter. Financial Technology delivered 16%
revenue growth and 18% ARR growth. During the third
quarter of 2026, Nasdaq signed 54 new clients, 5 cross-
sells, and 135 upsells.
•Market Services set a new record in third quarter net
revenues benefitting from higher industry volumes across
U.S. options and European equities and strong performance
in U.S. cash equities, which achieved higher market share
and near record capture rate.
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 nine
months ended September 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 and higher
overall volumes in Index derivatives. 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 nine months ended September 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 September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions, except per share
amounts)
|
|||||
|
Revenues less
transaction-based
expenses
|
$1,481
|
$1,315
|
12.6%
|
||
|
Operating expenses
|
2.7%
|
||||
|
Operating income
|
$732
|
$586
|
24.9%
|
||
|
Net income
attributable to
Nasdaq
|
$540
|
$423
|
27.8%
|
||
|
Diluted earnings per
share
|
$0.96
|
$0.73
|
31.3%
|
||
|
Cash dividends
declared per
common share
|
$0.31
|
$0.27
|
14.8%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions, except per share
amounts)
|
|||||
|
Revenues less
transaction-based
expenses
|
$4,388
|
$3,857
|
13.8%
|
||
|
Operating expenses
|
2,287
|
2,155
|
6.1%
|
||
|
Operating income
|
$2,101
|
$1,702
|
23.5%
|
||
|
Net income
attributable to
Nasdaq
|
$1,566
|
$1,270
|
23.4%
|
||
|
Diluted earnings per
share
|
$2.76
|
$2.19
|
25.9%
|
||
|
Cash dividends
declared per
common share
|
$0.89
|
$0.78
|
14.1%
|
||
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 ARR totaled $42 million for the
third quarter of 2025 and included Solovis, Nasdaq Metrio
and Nasdaq Fund Secondaries.
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 primarily includes ARR related to our Solovis
business that was divested in October 2025 as well as
Nasdaq Metrio and Nasdaq Fund Secondaries, which
were each divested in the third quarter of 2026.
|
|
The following chart summarizes our quarterly annualized
SaaS revenues for September 30, 2026 and 2025 (in
millions):
* In the chart above, Other SaaS totaled $40 million for 3Q25
included Solovis, Nasdaq Metrio and Nasdaq Fund
Secondaries.
SEGMENT OPERATING RESULTS
The following tables present our revenues by segment:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Capital Access
Platforms
|
$641
|
$534
|
20.2%
|
||
|
Financial Technology
|
15.8%
|
||||
|
Market Services
|
1,221
|
26.2%
|
|||
|
Other revenues
|
(90.9)%
|
||||
|
Total revenues
|
$2,393
|
$1,979
|
20.9%
|
||
|
Transaction rebates
|
(623)
|
(658)
|
(5.3)%
|
||
|
Brokerage, clearance
and exchange fees
|
(289)
|
(6)
|
N/M
|
||
|
Total revenues less
transaction-based
expenses
|
$1,481
|
$1,315
|
12.6%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Capital Access
Platforms
|
$1,820
|
$1,552
|
17.2%
|
||
|
Financial Technology
|
1,585
|
1,352
|
17.2%
|
||
|
Market Services
|
3,640
|
3,208
|
13.5%
|
||
|
Other revenues
|
(71.6)%
|
||||
|
Total revenues
|
$7,063
|
$6,175
|
14.4%
|
||
|
Transaction rebates
|
(2,059)
|
(1,882)
|
9.4%
|
||
|
Brokerage, clearance
and exchange fees
|
(616)
|
(436)
|
41.3%
|
||
|
Total revenues less
transaction-based
expenses
|
$4,388
|
$3,857
|
13.8%
|
||
________
N/M Not meaningful
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.
Capital Access Platforms
The following tables present revenues and ARR from our
Capital Access Platforms segment:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Data & Listing
Services
|
$224
|
$204
|
9.8%
|
||
|
Index
|
38.9%
|
||||
|
Workflow & Insights
|
6.1%
|
||||
|
Total Capital Access
Platforms
|
$641
|
$534
|
20.2%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Data & Listing
Services
|
$655
|
$594
|
10.2%
|
||
|
Index
|
30.8%
|
||||
|
Workflow & Insights
|
6.4%
|
||||
|
Total Capital Access
Platforms
|
$1,820
|
$1,552
|
17.2%
|
||
|
As of September 30,
|
||||
|
2026
|
2025
|
|||
|
ARR (in millions)
|
$1,411
|
$1,303
|
||
Data & Listing Services Revenues
The following tables present key drivers from our Data &
Listing Services business:
|
Three Months Ended September 30,
|
|||
|
2026
|
2025
|
||
|
IPOs
|
|||
|
The Nasdaq Stock Market
|
|||
|
Operating company
|
|||
|
SPACs
|
|||
|
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
|
|||
|
Total new listings
|
|||
|
The Nasdaq Stock Market
|
|||
|
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
|
|||
|
Nine Months Ended September 30,
|
|||
|
IPOs
|
2026
|
2025
|
|
|
The Nasdaq Stock Market
|
|||
|
Operating company
|
|||
|
SPACs
|
|||
|
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
|
|||
|
Total new listings
|
|||
|
The Nasdaq Stock Market
|
|||
|
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
|
|||
|
As of September 30,
|
|||
|
Number of listed companies
|
2026
|
2025
|
|
|
The Nasdaq Stock Market
|
4,726
|
4,359
|
|
|
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
|
1,103
|
1,133
|
|
|
ARR (in millions)
|
$813
|
$743
|
|
In the tables above:
•The number of total listed companies on The Nasdaq Stock
Market as of September 30, 2026 and 2025 included 1,292
and 1,000 ETPs, respectively.
•IPOs, new listings (which includes IPOs) and total listed
companies for exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic represent companies listed on the Nasdaq
Nordic and Nasdaq Baltic exchanges and companies listed
on the alternative markets of Nasdaq First North.
Data & Listing Services revenues increased for the three and
nine months ended September 30, 2026, compared with the
same periods in 2025, primarily due to new data sales to new
and existing clients, pricing and usage, and increased revenue
from annual and initial listing fees due to new listings,
partially offset by the impact of prior year delistings and roll-
off of prior period amortization of initial listing fees. The
increase in the nine months ended September 30, 2026 also
included a favorable impact from changes in foreign currency
rates.
Index Revenues
The following table presents key drivers from our Index
business:
|
As of or
Three Months Ended September 30,
|
||||
|
2026
|
2025
|
|||
|
Number of licensed ETPs
|
||||
|
TTM change in period end ETP AUM tracking Nasdaq
indices (in billions)
|
||||
|
Beginning balance
|
$829
|
$600
|
||
|
Net inflows
|
||||
|
Net appreciation
|
||||
|
Ending balance
|
$1,160
|
$829
|
||
|
Quarterly average ETP AUM
tracking Nasdaq indices (in
billions)
|
$1,108
|
$777
|
||
|
ARR (in millions)
|
$89
|
$81
|
||
In the table above, TTM represents trailing twelve months.
Index revenues increased for the three and nine months ended
September 30, 2026, compared with the same periods in
2025, primarily due to higher average AUM in exchange
traded products linked to Nasdaq indices and higher volume
based revenues.
Workflow & Insights Revenues
The following table presents key drivers from our Workflow
& Insights business:
|
As of or
Three Months Ended September 30,
|
|||
|
2026
|
2025
|
||
|
(in millions)
|
|||
|
ARR
|
$509
|
$479
|
|
|
Quarterly annualized SaaS
revenues
|
|||
Workflow & Insights revenues increased for the three and
nine months ended September 30, 2026, compared with the
same periods in 2025, primarily due to an increase in
analytics revenues, largely driven by eVestment and Nasdaq
Data Link sales growth.
Financial Technology
The following tables present revenues from our Financial
Technology segment:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Financial Crime
Management
Technology
|
$103
|
$84
|
22.9%
|
||
|
Regulatory Technology
|
12.9%
|
||||
|
Capital Markets
Technology
|
14.7%
|
||||
|
Total Financial
Technology
|
$529
|
$457
|
15.8%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Financial Crime
Management
Technology
|
$294
|
$241
|
21.9%
|
||
|
Regulatory Technology
|
14.8%
|
||||
|
Capital Markets
Technology
|
16.7%
|
||||
|
Total Financial
Technology
|
$1,585
|
$1,352
|
17.2%
|
||
Financial Crime Management Technology Revenues
The following table presents key drivers for our Financial
Crime Management Technology business:
|
As of or
Three Months Ended September 30,
|
||||
|
2026
|
2025
|
|||
|
(in millions)
|
||||
|
ARR and Quarterly annualized
SaaS revenues
|
$375
|
$316
|
||
Financial Crime Management Technology revenues
increased for the three and nine months ended September 30,
2026, compared with the same periods in 2025, primarily due
to higher subscription revenues from new and existing clients
and higher professional services revenues.
Regulatory Technology Revenues
The following table presents key drivers for our Regulatory
Technology business:
|
As of or
Three Months Ended September 30,
|
||||
|
2026
|
2025
|
|||
|
(in millions)
|
||||
|
ARR
|
$443
|
$389
|
||
|
Quarterly annualized SaaS
revenues
|
||||
Regulatory Technology revenues increased for the three and
nine months ended September 30, 2026, compared with the
same periods in 2025, primarily due to increased subscription
revenues from our AxiomSL and Surveillance solutions
primarily driven by price increases and upsells to existing
clients and revenues from new clients. The increase in the
nine months ended September 30, 2026 also included a
favorable impact from changes in foreign currency rates.
Capital Markets Technology Revenues
The following table presents key drivers for our Capital
Markets Technology business:
|
As of or
Three Months Ended September 30,
|
|||
|
2026
|
2025
|
||
|
(in millions)
|
|||
|
ARR
|
$1,136
|
$957
|
|
|
Quarterly annualized SaaS
revenues
|
|||
Capital Markets Technology revenues increased for the three
and nine months ended September 30, 2026 compared with
the same periods in 2025. The increase was primarily due to
higher revenues from data center expansion, including a
change in pricing structure, increased subscription revenues
across all businesses driven by upsells to existing clients and
revenues from new clients, partially offset by lower
professional services revenues. For the nine months ended
September 30, 2026 the increase was also driven by higher
Calypso upfront license revenues.
Market Services
The following tables present revenues from our Market
Services segment:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Market Services
|
$1,221
|
$967
|
26.2%
|
||
|
Transaction-based expenses:
|
|||||
|
Transaction rebates
|
(623)
|
(658)
|
(5.3)%
|
||
|
Brokerage,
clearance and
exchange fees
|
(289)
|
(6)
|
N/M
|
||
|
Total Market
Services, net
|
$309
|
$303
|
1.9%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Market Services
|
$3,640
|
$3,208
|
13.5%
|
||
|
Transaction-based expenses:
|
|||||
|
Transaction rebates
|
(2,059)
|
(1,882)
|
9.4%
|
||
|
Brokerage,
clearance and
exchange fees
|
(616)
|
(436)
|
41.3%
|
||
|
Total Market
Services, net
|
$965
|
$890
|
8.5%
|
||
________
N/M Not meaningful
The following tables present net revenues by product from
our Market Services segment:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
U.S. Equity
Derivative Trading
|
$110
|
$124
|
(11.8)%
|
||
|
Cash Equity Trading
|
13.7%
|
||||
|
U.S. Tape plans
|
2.3%
|
||||
|
Other
|
10.8%
|
||||
|
Total Market
Services, net
|
$309
|
$303
|
1.9%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
U.S. Equity
Derivative Trading
|
$352
|
$346
|
1.8%
|
||
|
Cash Equity Trading
|
15.8%
|
||||
|
U.S. Tape plans
|
(2.6)%
|
||||
|
Other
|
19.9%
|
||||
|
Total Market
Services, net
|
$965
|
$890
|
8.5%
|
||
In the tables above, Other includes Nordic fixed income
trading & clearing, Nordic derivatives and Canadian cash
equities trading.
U.S. Equity Derivative Trading
The following tables present total revenues, transaction-based
expenses, and total revenues less transaction-based expenses
as well as key drivers from our U.S. Equity Derivative
Trading business:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
U.S. Equity
Derivative
Trading
Revenues
|
$420
|
$436
|
(3.9)%
|
||
|
Section 31 fees
|
-
|
-%
|
|||
|
Transaction-based expenses:
|
|||||
|
Transaction
rebates
|
(309)
|
(312)
|
(1.0)%
|
||
|
Section 31 fees
|
(33)
|
-
|
-%
|
||
|
Brokerage and
clearance fees
|
(1)
|
-
|
249.9%
|
||
|
U.S. Equity
Derivative
Trading
Revenues, net
|
$110
|
$124
|
(11.8)%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
U.S. Equity
Derivative
Trading
Revenues
|
$1,313
|
$1,271
|
3.4%
|
||
|
Section 31 fees
|
44.2%
|
||||
|
Transaction-based expenses:
|
|||||
|
Transaction
rebates
|
(959)
|
(922)
|
4.0%
|
||
|
Section 31 fees
|
(68)
|
(47)
|
44.2%
|
||
|
Brokerage and
clearance fees
|
(2)
|
(3)
|
(18.4)%
|
||
|
U.S. Equity
Derivative
Trading
Revenues, net
|
$352
|
$346
|
1.8%
|
||
Section 31 fees are recorded as U.S. equity derivative and
U.S. cash equity trading revenues with a corresponding
amount recorded in transaction-based expenses. We are
assessed these fees from the SEC and pass them through to
our customers in the form of incremental fees. Pass-through
fees can increase or decrease due to rate changes by the SEC,
our percentage of the overall industry volumes processed on
our systems, and differences in actual dollar value traded.
Section 31 fees increased for the three and nine months ended
September 30, 2026, compared with the same periods in
2025, primarily due to a higher average SEC fee rate. Since
the amount recorded in revenues is equal to the amount
recorded as Section 31 fees, there is no impact on our net
revenues.
|
Three Months Ended September 30,
|
|||
|
2026
|
2025
|
||
|
U.S. equity options
|
|||
|
Total industry average daily
volume (in millions)
|
63.8
|
55.8
|
|
|
Nasdaq PHLX matched market
share
|
10.4%
|
10.4%
|
|
|
The Nasdaq Options Market
matched market share
|
3.2%
|
2.5%
|
|
|
Nasdaq Texas Options
matched market share
|
1.2%
|
1.6%
|
|
|
Nasdaq ISE Options matched
market share
|
6.6%
|
7.0%
|
|
|
Nasdaq GEMX Options
matched market share
|
3.2%
|
3.5%
|
|
|
Nasdaq MRX Options matched
market share
|
3.5%
|
3.5%
|
|
|
Total matched market share
executed on Nasdaq's
exchanges
|
28.1%
|
28.5%
|
|
|
Nine Months Ended September 30,
|
|||
|
U.S. equity options
|
2026
|
2025
|
|
|
Total industry average daily
volume (in millions)
|
64.3
|
54.0
|
|
|
Nasdaq PHLX matched market
share
|
11.4%
|
9.7%
|
|
|
The Nasdaq Options Market
matched market share
|
2.8%
|
3.9%
|
|
|
Nasdaq Texas Options
matched market share
|
1.3%
|
1.7%
|
|
|
Nasdaq ISE Options matched
market share
|
6.4%
|
6.8%
|
|
|
Nasdaq GEMX Options
matched market share
|
3.3%
|
3.9%
|
|
|
Nasdaq MRX Options matched
market share
|
3.9%
|
3.0%
|
|
|
Total matched market share
executed on Nasdaq's
exchanges
|
29.1%
|
29.0%
|
|
U.S. equity derivative trading revenues and U.S. equity
derivative trading revenues, net decreased for the three
months ended September 30, 2026, compared with the same
period in 2025, primarily due to lower capture, partially
offset by higher industry trading volumes. U.S. equity
derivative trading revenues and U.S. equity derivative trading
revenues, net increased for the nine months ended September
30, 2026, compared with the same period in 2025, primarily
due to higher industry trading volumes, partially offset by
lower capture.
Transaction rebates, in which we credit a portion of the
execution charge to the market participant, decreased for the
three months ended September 30, 2026, compared with the
same period in 2025, primarily due to lower rebate capture
rate, partially offset by higher industry trading volumes.
Cash Equity Trading Revenues
The following tables present total revenues, transaction-based
expenses, and total revenues less transaction-based expenses
as well as key drivers and other metrics from our Cash Equity
Trading business:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Cash Equity Trading
Revenues
|
$456
|
$471
|
(3.1)%
|
||
|
Section 31 fees
|
-
|
N/M
|
|||
|
Transaction-based
expenses:
|
|||||
|
Transaction rebates
|
(308)
|
(338)
|
(8.9)%
|
||
|
Section 31 fees
|
(251)
|
-
|
N/M
|
||
|
Brokerage and
clearance fees
|
(4)
|
(6)
|
(30.0)%
|
||
|
Cash equity trading
revenues, net
|
$144
|
$127
|
13.7%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Cash Equity Trading
Revenues
|
$1,535
|
$1,340
|
14.5%
|
||
|
Section 31 fees
|
44.8%
|
||||
|
Transaction-based expenses:
|
|||||
|
Transaction rebates
|
(1,078)
|
(940)
|
14.8%
|
||
|
Section 31 fees
|
(531)
|
(367)
|
44.8%
|
||
|
Brokerage and
clearance fees
|
(15)
|
(19)
|
(18.2%)
|
||
|
Cash equity trading
revenues, net
|
$442
|
$381
|
15.8%
|
||
________
N/M Not meaningful
See the discussion above for an explanation of Section 31
fees for the three and nine months ended September 30, 2026
compared with the same periods in 2025.
|
Three Months Ended September 30,
|
|||
|
2026
|
2025
|
||
|
Total U.S.-listed securities
|
|||
|
Total industry average daily share
volume (in billions)
|
16.9
|
17.6
|
|
|
Matched share volume (in billions)
|
157.5
|
158.6
|
|
|
The Nasdaq Stock Market
matched market share
|
14.1%
|
13.7%
|
|
|
Nasdaq Texas matched market
share
|
0.3%
|
0.3%
|
|
|
Nasdaq PSX matched market
share
|
0.1%
|
0.1%
|
|
|
Total matched market share
executed on Nasdaq's exchanges
|
14.5%
|
14.1%
|
|
|
Market share reported to the
FINRA/Nasdaq Trade Reporting
Facility
|
47.7%
|
47.6%
|
|
|
Total market share
|
62.2%
|
61.7%
|
|
|
Nasdaq Nordic and Nasdaq Baltic securities
|
|||
|
Average daily number of equity
trades executed on Nasdaq's
exchanges
|
653,117
|
627,568
|
|
|
Total average daily value of shares
traded (in billions)
|
$5.3
|
$4.5
|
|
|
Total market share executed on
Nasdaq's exchanges
|
75.0%
|
72.8%
|
|
|
Nine Months Ended September 30,
|
|||
|
Total U.S.-listed securities
|
2026
|
2025
|
|
|
Total industry average daily share
volume (in billions)
|
19.0
|
17.2
|
|
|
Matched share volume (in billions)
|
525.7
|
454.4
|
|
|
The Nasdaq Stock Market
matched market share
|
14.4%
|
13.8%
|
|
|
Nasdaq Texas matched market
share
|
0.3%
|
0.3%
|
|
|
Nasdaq PSX matched market
share
|
0.1%
|
0.1%
|
|
|
Total matched market share
executed on Nasdaq's exchanges
|
14.8%
|
14.2%
|
|
|
Market share reported to the
FINRA/Nasdaq Trade Reporting
Facility
|
46.5%
|
47.7%
|
|
|
Total market share
|
61.3%
|
61.9%
|
|
|
Nasdaq Nordic and Nasdaq Baltic securities
|
|||
|
Average daily number of equity
trades executed on Nasdaq's
exchanges
|
730,953
|
736,829
|
|
|
Total average daily value of shares
traded (in billions)
|
$6.0
|
$5.2
|
|
|
Total market share executed on
Nasdaq's exchanges
|
74.6%
|
71.8%
|
|
Cash equity trading revenues decreased for the three months
ended September 30, 2026, compared with the same period in
2025, primarily due to lower U.S. industry trading volumes
and lower U.S. gross capture rate, partially offset by higher
U.S. matched market share executed on Nasdaq's exchanges
and higher European trading volumes.
Cash equity trading revenues, net increased for the three
months ended September 30, 2026, compared with the same
period in 2025, primarily due to higher U.S. capture rate,
higher U.S. matched market share executed on Nasdaq's
exchanges and higher European trading volumes, partially
offset by lower U.S. industry trading volumes.
Cash equity trading revenues and Cash equity trading
revenues, net increased for the nine months ended September
30, 2026, compared with the same period in 2025, primarily
due to higher U.S. industry trading volumes and U.S. and
European matched market share executed on Nasdaq's
exchanges. The increase in cash equity trading revenues for
the nine months ended September 30, 2026 was partially
offset by lower capture rate.
Transaction rebates, in which we credit a portion of the
execution charge to the market participant, decreased for the
three months ended September 30, 2026, compared with the
same period in 2025, primarily due to lower industry trading
volumes, partially offset by higher U.S. matched market
share executed on Nasdaq's exchanges. The increase for the
nine months ended September 30, 2026 is primarily driven
by higher industry trading volumes and higher U.S. matched
market share executed on Nasdaq's exchanges, partially
offset by lower capture rate. For The Nasdaq Stock Market
and Nasdaq PSX, we credit a portion of the per share
execution charge to the market participant that provides the
liquidity, and for Nasdaq Texas, we credit a portion of the per
share execution charge to the market participant that takes the
liquidity.
U.S. Tape Plans
The following tables present revenues from our U.S. Tape
plans business:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
U.S. Tape plans
|
$33
|
$33
|
2.3%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
U.S. Tape plans
|
$100
|
$103
|
(2.6)%
|
||
U.S. Tape plans revenues remained relatively flat for the
three months ended September 30, 2026, compared with the
same period in 2025. The decrease for the nine months ended
September 30, 2026 is primarily due to lower audit revenues,
partially offset by an industry-wide adjustment in 2025.
Other
Other includes Nordic fixed income trading and clearing,
Nordic derivatives and Canadian cash equities trading. The
following tables present revenues from our Other business:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Other
|
$22
|
$19
|
10.8%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Other
|
$71
|
$60
|
19.9%
|
||
In the preceding tables, Other is presented net of Canadian
cash equity transaction rebates of $6 million and $7 million
for the three months ended September 30, 2026 and 2025,
respectively, and $22 million and $20 million for the nine
months ended September 30, 2026 and 2025, respectively.
Other revenues increased for the three and nine months ended
September 30, 2026, compared with the same periods in
2025, primarily due to an increase in Nordic fixed income
revenues driven by higher volumes. The increase for the nine
months ended September 30, 2026, compared with the same
period in 2025, was also due to an increase in Canadian cash
equity revenues.
Other Revenues
For the three months ended September 30, 2026, Other
revenues related to our Nasdaq Metrio platform and our
sustainability advisory business that is in the process of being
wound down. For the nine months ended September 30,
2026, Other revenues also included our Nordic power futures
business and Nasdaq Fund Secondaries. For the three and
nine months ended September 30, 2025, Other revenues also
included our Solovis business. See Note 4, "Acquisitions and
Divestitures," to the condensed consolidated financial
statements for further discussion.
EXPENSES
Operating Expenses
The following tables present our operating expenses:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Compensation and
benefits
|
$379
|
$353
|
7.4%
|
||
|
Professional and
contract services
|
11.6%
|
||||
|
Technology and
communication
infrastructure
|
16.0%
|
||||
|
Occupancy
|
5.2%
|
||||
|
General,
administrative and
other
|
(92.9)%
|
||||
|
Marketing and
advertising
|
33.2%
|
||||
|
Depreciation and
amortization
|
4.8%
|
||||
|
Regulatory
|
(10.3)%
|
||||
|
Merger and strategic
initiatives
|
(38.3)%
|
||||
|
Restructuring
charges
|
-
|
(100.0)%
|
|||
|
Total operating
expenses
|
$749
|
$729
|
2.7%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Compensation and
benefits
|
$1,118
|
$1,033
|
8.2%
|
||
|
Professional and
contract services
|
10.2%
|
||||
|
Technology and
communication
infrastructure
|
11.9%
|
||||
|
Occupancy
|
13.4%
|
||||
|
General,
administrative and
other
|
5.8%
|
||||
|
Marketing and
advertising
|
48.5%
|
||||
|
Depreciation and
amortization
|
5.3%
|
||||
|
Regulatory
|
(28.3)%
|
||||
|
Merger and strategic
initiatives
|
(73.7)%
|
||||
|
Restructuring
charges
|
(7.9)%
|
||||
|
Total operating
expenses
|
$2,287
|
$2,155
|
6.1%
|
||
The increase in compensation and benefits expense for the
three and nine months ended September 30, 2026, compared
with the same periods in 2025, was primarily driven by
higher incentive compensation driven by strong revenue
execution.
Headcount, including employees of non-wholly owned
consolidated subsidiaries, was 9,593 employees as of
September 30, 2026 and 9,625 employees as of September
30, 2025.
Professional and contract services expense increased for the
three and nine months ended September 30, 2026, compared
with the same periods in 2025, primarily due to higher legal
fee accruals.
Technology and communication infrastructure expense
increased for the three and nine months ended September 30,
2026, compared with the same periods in 2025, primarily due
to increased investment in technology, particularly our cloud
initiatives and software licensing.
Occupancy expense increased for the three and nine months
ended September 30, 2026, compared with the same periods
in 2025, primarily due to colocation data center expansion.
General, administrative and other expense decreased for the
three months ended September 30, 2026, compared with the
same period in 2025 primarily due to a favorable legal
settlement. The increase for the nine months ended
September 30, 2026 compared with the same period in 2025
was primarily due to a gain on extinguishment of debt
recorded in the first quarter of 2025 and other individually
immaterial increases, partially offset by a favorable legal
settlement in the third quarter of 2026.
Marketing and advertising expense increased for the three
and nine months ended September 30, 2026, compared with
the same periods in 2025, primarily due to a strengthening
IPO environment.
Depreciation and amortization expense increased for the
three and nine months ended September 30, 2026, compared
with the same periods in 2025, due to increased depreciation
of capitalized software projects.
Regulatory expense decreased for the three and nine months
ended September 30, 2026, compared with the same periods
in 2025, primarily due to lower CAT operating costs.
We have pursued various strategic initiatives and completed
acquisitions and divestitures in recent years, which 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 and vary based on the size and frequency of
the activities described above. 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.
Restructuring charges decreased for the three and nine
months ended September 30, 2026, compared with the same
periods in 2025, primarily due to the completion of our
restructuring program. See Note 19, "Restructuring Charges,"
to the condensed consolidated financial statements for further
discussion.
Non-Operating Income and Expenses
The following tables present our non-operating income and
expenses:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Interest income
|
$10
|
$8
|
17.0%
|
||
|
Interest expense
|
(86)
|
(87)
|
(1.5)%
|
||
|
Net interest expense
|
(76)
|
(79)
|
(3.5)%
|
||
|
Net loss on
divestitures
|
(4)
|
(2)
|
100.0%
|
||
|
Other income (loss)
|
-
|
N/M
|
|||
|
Net income from
unconsolidated
investees
|
59.7%
|
||||
|
Total non-operating
expense
|
$(31)
|
$(57)
|
(45.2)%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Interest income
|
$23
|
$32
|
(27.2)%
|
||
|
Interest expense
|
(259)
|
(279)
|
(7.2)%
|
||
|
Net interest expense
|
(236)
|
(247)
|
(4.6)%
|
||
|
Net gain on
divestitures
|
126.4%
|
||||
|
Other income (loss)
|
(4)
|
-
|
N/M
|
||
|
Net income from
unconsolidated
investees
|
16.4%
|
||||
|
Total non-operating
expense
|
$(70)
|
$(137)
|
(48.9)%
|
||
________
N/M Not meaningful
The following tables present our interest expense:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Interest expense on
debt
|
$83
|
$84
|
(1.2)%
|
||
|
Accretion of debt
issuance costs and
debt discount
|
(8.1)%
|
||||
|
Other fees
|
(17.2)%
|
||||
|
Interest expense
|
$86
|
$87
|
(1.5)%
|
||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Interest expense on
debt
|
$250
|
$269
|
(7.1)%
|
||
|
Accretion of debt
issuance costs and
debt discount
|
(9.4)%
|
||||
|
Other fees
|
(10.0)%
|
||||
|
Interest expense
|
$259
|
$279
|
(7.2)%
|
||
Interest income increased for the three months ended
September 30, 2026 compared with the same period in 2025,
primarily due to a higher average cash balance and a
favorable interest rate environment. Interest income
decreased for the nine months ended September 30, 2026,
compared with the same period in 2025, primarily due to a
lower average cash balance, partially offset by a favorable
interest rate environment.
Interest expense decreased for the three and nine months
ended September 30, 2026, compared with the same periods
in 2025, primarily due to lower outstanding debt following
the repayment of our 2025 Notes and the partial repurchases
of several series of outstanding senior unsecured notes in
2025.
For the three months ended September 30, 2026 the Net loss
on divestitures 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, which
for the nine months ended September 30, 2026 is partially
offset by the net loss described above for the three months
ended September 30, 2026. For the nine months ended
September 30, 2025, this also includes a gain on the sale of
our Nasdaq Risk Modelling for Catastrophes business, net of
costs to sell. See Note 4, "Acquisitions and Divestitures," to
the condensed consolidated financial statements for further
discussion of these transactions.
Other income (loss) primarily represents realized and
unrealized gains and losses from strategic investments related
to our corporate venture program. For the nine months ended
September 30, 2026, this also includes the impairment of
intangible assets related to customer relationships and
licenses associated with the wind-down of our Nordic power
futures business. See "Acquired Intangible Assets," of Note
5, "Goodwill and Acquired Intangible Assets," and "Equity
Investments," of Note 6, "Investments," to the condensed
consolidated financial statements for further discussion of
these transactions.
Net income from unconsolidated investees primarily relates
to income recognized from our equity method investment in
OCC. See "Equity Investments," of Note 6, "Investments," to
the condensed consolidated financial statements for further
discussion.
Tax Matters
The following tables present our income tax provision and
effective tax rate:
|
Three Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Income tax provision
|
$162
|
$106
|
51.0%
|
||
|
Effective tax rate
|
22.9%
|
20.0%
|
|||
|
Nine Months Ended September 30,
|
Percentage
Change
|
||||
|
2026
|
2025
|
||||
|
(in millions)
|
|||||
|
Income tax provision
|
$466
|
$296
|
57.0%
|
||
|
Effective tax rate
|
22.9%
|
18.9%
|
|||
For further discussion of our tax matters, see Note 16,
"Income Taxes," to the condensed consolidated financial
statements.
NON-GAAP FINANCIAL MEASURES
In addition to disclosing results determined in accordance
with U.S. GAAP, we also provide non-GAAP net income
and non-GAAP diluted earnings per share in this Quarterly
Report on Form 10-Q. 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 our 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 comparative measures. Investors should not
rely on any single financial measure when evaluating our
business. This non-GAAP 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 Quarterly Report on Form 10-Q,
including our condensed consolidated financial statements
and the notes thereto. When viewed in conjunction with our
U.S. GAAP results and the accompanying reconciliation, 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 non-GAAP net
income and non-GAAP diluted earnings per share, to assess
operating performance. We use non-GAAP net income and
non-GAAP diluted earnings per share 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.
The following tables present reconciliations between U.S.
GAAP net income and diluted earnings per share and non-
GAAP net income and diluted earnings per share:
|
Three Months Ended September 30,
|
|||
|
2026
|
2025
|
||
|
(in millions, except per share
amounts)
|
|||
|
U.S. GAAP net income
attributable to Nasdaq
|
$540
|
$423
|
|
|
Non-GAAP adjustments:
|
|||
|
Amortization expense of
acquired intangible assets
|
|||
|
Merger and strategic
initiatives expense
|
|||
|
Restructuring charges
|
-
|
||
|
Net loss on divestitures
|
|||
|
Net income from
unconsolidated investees
|
(38)
|
(24)
|
|
|
Legal and regulatory matters
|
(16)
|
||
|
Other (income) loss
|
(11)
|
||
|
Total non-GAAP
adjustments
|
$66
|
$126
|
|
|
Non-GAAP tax adjustments
|
(14)
|
(32)
|
|
|
Other tax adjustments
|
(4)
|
(6)
|
|
|
Total non-GAAP
adjustments, net of tax
|
$48
|
$88
|
|
|
Non-GAAP net income
attributable to Nasdaq
|
$588
|
$511
|
|
|
U.S. GAAP effective tax rate
|
22.9%
|
20.0%
|
|
|
Total adjustments from non-
GAAP tax rate
|
0.4%
|
2.0%
|
|
|
Non-GAAP effective tax rate
|
23.3%
|
22.0%
|
|
|
Weighted-average common
shares outstanding for diluted
earnings per share
|
563.3
|
579.0
|
|
|
U.S. GAAP diluted earnings
per share
|
$0.96
|
$0.73
|
|
|
Total adjustments from non-
GAAP net income
|
0.08
|
0.15
|
|
|
Non-GAAP diluted earnings
per share
|
$1.04
|
$0.88
|
|
|
Nine Months Ended September 30,
|
|||
|
2026
|
2025
|
||
|
(in millions, except per share
amounts)
|
|||
|
U.S. GAAP net income
attributable to Nasdaq
|
$1,566
|
$1,270
|
|
|
Non-GAAP adjustments:
|
|||
|
Amortization expense of
acquired intangible assets
|
|||
|
Merger and strategic initiatives
expense
|
|||
|
Restructuring charges
|
|||
|
Gain on extinguishment of debt
|
-
|
(19)
|
|
|
Net gain on divestitures
|
(84)
|
(37)
|
|
|
Net income from
unconsolidated investees
|
(86)
|
(73)
|
|
|
Legal and regulatory matters
|
(3)
|
||
|
Other loss
|
|||
|
Total non-GAAP adjustments
|
$238
|
$325
|
|
|
Non-GAAP tax adjustments
|
(58)
|
(84)
|
|
|
Other tax adjustments
|
(4)
|
(51)
|
|
|
Total non-GAAP
adjustments, net of tax
|
$176
|
$190
|
|
|
Non-GAAP net income
attributable to Nasdaq
|
$1,742
|
$1,460
|
|
|
U.S. GAAP effective tax rate
|
22.9%
|
18.9%
|
|
|
Total adjustments from non-
GAAP tax rate
|
0.4%
|
3.9%
|
|
|
Non-GAAP effective tax rate
|
23.3%
|
22.8%
|
|
|
Weighted-average common
shares outstanding for diluted
earnings per share
|
567.6
|
579.3
|
|
|
U.S. GAAP diluted earnings
per share
|
$2.76
|
$2.19
|
|
|
Total adjustments from non-
GAAP net income
|
0.31
|
0.33
|
|
|
Non-GAAP diluted earnings
per share
|
$3.07
|
$2.52
|
|
We believe that excluding the above items, described further
below, from the non-GAAP net income provides a more
meaningful analysis of Nasdaq's ongoing operating
performance and comparisons in Nasdaq's performance
between periods:
•Amortization expense of acquired intangible assets: 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. As such, if intangible asset amortization is
included in performance measures, it is more difficult to
assess the day-to-day operating performance of the
businesses and the relative operating performance of the
businesses between periods.
•Merger and strategic initiatives expense: 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. The
frequency and the amount of such expenses vary
significantly based on the size, timing and complexity of
the transactions. These expenses primarily include
integration costs, as well as legal, due diligence and other
third-party transaction costs. 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.
•Restructuring charges: See Note 19, "Restructuring
Charges," to the condensed consolidated financial
statements for further discussion of this program.
•Gain on extinguishment of debt: This gain is recorded in
general, administrative and other expense in the Condensed
Consolidated Statements of Income.
•Net (gain) loss on divestitures: For the three months ended
September 30, 2026, the Net loss on divestitures 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, which for the nine months ended
September 30, 2026 is partially offset by the net loss
described above for the three months ended September 30,
2026. For the nine months ended September 30, 2025, this
also includes a gain on the sale of our Nasdaq Risk
Modelling for Catastrophes business. See Note 4,
"Acquisitions and Divestitures," to the condensed
consolidated financial statements for further discussion of
these transactions.
•Net income from unconsolidated investees: 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. See "Equity
Investments," of Note 6, "Investments," to the condensed
consolidated financial statements for further discussion.
•Legal and regulatory matters: 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.
•Other income (loss): 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 assets 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. See "Acquired
Intangible Assets," of Note 5, "Goodwill and Acquired
Intangible Assets," and "Equity Investments," of Note 6,
"Investments," to the condensed consolidated financial
statements for further discussion of these transactions.
•Non-GAAP tax adjustments: The non-GAAP adjustment to
the income tax provision for all periods primarily includes
the tax impact of each non-GAAP adjustment.
•Other tax adjustments: For the nine months ended
September 30, 2025, other tax adjustments 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.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have funded our operating activities and met
our commitments through cash generated by operations,
augmented by the periodic issuance of debt. Currently, our
cost and availability of funding remain healthy. We continue
to prudently assess our capital deployment strategy through
balancing internal investments, debt repayments, and
shareholder return activity, including dividends and share
repurchases, and potential acquisitions.
We expect that our current cash and cash equivalents
combined with cash flows provided by operating activities,
supplemented with our borrowing capacity and access to
additional financing, including our revolving credit facility
and our commercial paper program, provides us additional
flexibility to meet our ongoing obligations and the capital
deployment strategic actions described above, while allowing
us to invest in activities and product development that
support the long-term growth of our operations.
Principal factors that could affect the availability of our
internally generated funds include:
•deterioration of our revenues in any of our business
segments;
•changes in regulatory and working capital requirements;
and
•an increase in our expenses.
Principal factors that could affect our ability to obtain cash
from external sources include:
•operating covenants contained in our credit facilities that
limit our total borrowing capacity;
•credit rating downgrades, which could limit our access to
additional debt;
•a significant decrease in the market price of our common
stock; and
•volatility or disruption in the public debt and equity
markets.
The following table summarizes selected measures of our
liquidity and capital resources:
|
September 30, 2026
|
December 31, 2025
|
|||
|
(in millions)
|
||||
|
Working capital
|
$15
|
$42
|
||
|
Cash and cash equivalents
|
||||
|
Short-term investments
|
||||
Working Capital
The decrease in working capital from December 31, 2025 to
September 30, 2026, excluding default funds and margin
deposits, as the corresponding assets and liabilities are both
equal and offsetting, is primarily due to a decrease in current
assets partially offset by a decrease in current liabilities.
Decrease in current assets was primarily due to:
•lower cash and cash equivalents,
•lower restricted cash primarily due to the movement of
regulatory capital to short-term investments with original
maturities longer than 90 days, and
•lower other current assets, partially offset by
•higher receivables, net primarily due to an increase in
Section 31 fee rate, higher average AUM-driven Index
receivables, and timing of billings, and
•an increase in short-term investments at fair value.
Decrease in current liabilities was primarily due to:
•a decrease in short-term debt, see "Debt obligations" below
for further discussion,
•a decrease in accrued personnel costs,
•a decrease in accounts payable and accrued expenses, and
•a decrease in other current liabilities, partially offset by
•increased Section 31 fees payable due to an increase in the
Section 31 fee rate, and
•higher deferred revenue due to timing of billings, primarily
relating to our annual listing fees.
Cash and Cash Equivalents
Cash and cash equivalents includes all non-restricted cash in
banks and highly liquid investments with original maturities
of 90 days or less at the time of purchase. The balance
retained in cash and cash equivalents is a function of
anticipated or possible short-term cash needs, prevailing
interest rates, our investment policy, and alternative
investment choices. As of September 30, 2026 and December
31, 2025, our cash and cash equivalents of $365 million and
$604 million, respectively, were primarily invested in bank
deposits and money market funds.
Repatriation of Cash
Our cash and cash equivalents held outside of the U.S. in
various foreign subsidiaries totaled $208 million as of
September 30, 2026 and $280 million as of December 31,
2025. The remaining balance held in the U.S. totaled $157
million as of September 30, 2026 and $324 million as of
December 31, 2025.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents, which was $28 million
as of September 30, 2026 and $210 million as of December
31, 2025, is restricted from withdrawal due to a contractual
or regulatory requirement or not available for general use and
as such is classified as restricted in the Condensed
Consolidated Balance Sheets. The decrease in this balance as
of September 30, 2026 is primarily due to more regulatory
capital being held in investments with original maturities
greater than 90 days and less than one year that are classified
as short-term investments in the Condensed Consolidated
Balance Sheets as of September 30, 2026. Capital held for
regulatory purposes is invested based on prevailing market
rates and our investment strategy and may be held in
investments with original maturities of 90 days or less that
qualify as cash equivalents and are included in restricted cash
and cash equivalents or in investments with original
maturities greater than 90 days and less than one year that are
classified as short-term investments in the Condensed
Consolidated Balance Sheets.
Cash Flow Analysis
The following table summarizes the changes in cash flows:
|
Nine Months Ended September 30,
|
|||
|
2026
|
2025
|
||
|
Net cash provided by (used in):
|
(in millions)
|
||
|
Operating activities
|
$1,921
|
$1,630
|
|
|
Investing activities
|
(462)
|
||
|
Financing activities
|
(4,982)
|
(2,386)
|
|
Net Cash Provided by Operating Activities
Net cash provided by operating activities primarily consists
of net income adjusted for certain non-cash items, including,
but not limited to, depreciation and amortization expense,
expense associated with share-based compensation, net
income from unconsolidated investees, net gain on
divestitures and the effects of changes in working capital.
Refer to the above discussion regarding changes in working
capital.
Net cash provided by operating activities increased $291
million for the nine months ended September 30, 2026
compared with the same period in 2025. The increase was
primarily driven by higher net income and an increase in
adjustments to net income, partially offset by changes in
working capital, as discussed above.
Net Cash Provided by (Used in) Investing Activities
Net cash provided by (used in) investing activities increased
for the nine months ended September 30, 2026 compared
with the same period in 2025. This was primarily driven by
higher proceeds from net sales and redemption of
investments related to default funds and margin deposits of
$1,199 million, which does not impact Nasdaq's cash, cash
equivalents, restricted cash or restricted cash equivalents as it
relates to customer funds. The increase is also driven by
lower other investing activities, which primarily represents
purchases of minority investments made through our
corporate venture program, of $60 million and higher
proceeds from divestitures, net of cash divested of $40
million. The increase was partially offset by a net increase in
purchases of securities of $291 million, primarily due to
more regulatory capital being invested in investments with
original maturities greater than 90 days, purchases of
corporate debt securities of $100 million, an acquisition of a
business, net of cash and cash equivalents acquired of $58
million and purchases of property and equipment of $22
million.
See Note 4, "Acquisitions and Divestitures," and Note 6,
"Investments," to the condensed consolidated financial
statements for further discussion.
Net Cash Used in Financing Activities
Net cash used in financing activities increased for the nine
months ended September 30, 2026 compared with the same
period in 2025 primarily driven by higher outflows of cash
from the default funds and margin deposits of $2,218 million,
which does not impact Nasdaq's cash, cash equivalents,
restricted cash or restricted cash equivalents as it relates to
customer funds, increases in repurchases of common stock of
$896 million and an increase in dividends paid of $52
million. These increases were partially offset by a decrease in
repayment of debt of $295 million and issuance of
commercial paper, net of $269 million.
See Note 8, "Debt Obligations," to the condensed
consolidated financial statements for further discussion of our
debt obligations.
See "Default Fund Contributions and Margin Deposits" of
Note 14, "Clearing Operations," for further discussion of
these balances.
See "Share Repurchase Program," and "Cash Dividends on
Common Stock," of Note 11, "Nasdaq Stockholders'
Equity," to the condensed consolidated financial statements
for further discussion of our share repurchase program and
cash dividends declared and paid on our common stock.
Short-term Investments
Our short-term investments totaled $151 million as of
September 30, 2026 and $28 million as of December 31,
2025. Of these securities, $134 million as of September 30,
2026 and $18 million as of December 31, 2025 are assets
primarily utilized to meet regulatory capital requirements,
mainly for our clearing operations at Nasdaq Clearing. The
increase in this balance as of September 30, 2026 is primarily
due to more capital held for regulatory purposes being
invested in investments with original maturities greater than
90 days, classified as short-term investments. This increase
was partially offset by a decrease in regulatory capital
requirements due to the sale of our Nordic power futures
business. See Restricted Cash and Cash Equivalents above
and Note 6, "Investments," to the condensed consolidated
financial statements for further discussion.
Regulatory Capital Requirements
Clearing Operations Regulatory Capital Requirements
We are required to maintain minimum levels of regulatory
capital for the clearing operations of Nasdaq Clearing. The
level of regulatory capital required to be maintained is
dependent upon many factors, including market conditions
and creditworthiness of the counterparty. As of September
30, 2026, our required regulatory capital of $104 million was
primarily comprised of European government debt securities
that are included in short-term investments in the Condensed
Consolidated Balance Sheets.
Broker-Dealer Net Capital Requirements
Our broker-dealer subsidiaries, Nasdaq Execution Services
and Nasdaq Capital Markets Advisory, are subject to
regulatory requirements intended to ensure their general
financial soundness and liquidity. These requirements
obligate these subsidiaries to comply with minimum net
capital requirements. As of September 30, 2026, the
combined required minimum net capital was immaterial and
the combined excess capital totaled $14 million, substantially
all of which is held in cash and cash equivalents in the
Condensed Consolidated Balance Sheets. The required
minimum net capital is included in restricted cash and cash
equivalents in the Condensed Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital
Requirements
The entities that operate trading venues in the Nordic and
Baltic countries are each subject to local regulations and are
required to maintain regulatory capital intended to ensure
their general financial soundness and liquidity. As of
September 30, 2026, our required regulatory capital of $40
million was primarily invested in European government debt
securities that are included in short-term investments in the
Condensed Consolidated Balance Sheets and cash and cash
equivalents, which is included in restricted cash and cash
equivalents in the Condensed Consolidated Balance Sheets.
Other Capital Requirements
We operate several other businesses which are subject to
local regulation and are required to maintain certain levels of
regulatory capital. As of September 30, 2026, other required
regulatory capital of $13 million, primarily related to Nasdaq
Central Securities Depository, was primarily invested in
European government debt securities that are included in
short-term investments in the Condensed Consolidated
Balance Sheets and cash and cash equivalents, which is
included in restricted cash and cash equivalents in the
Condensed Consolidated Balance Sheets.
Equity and dividends
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, including our ASR agreements.
Cash Dividends on Common Stock
The following table presents our quarterly cash dividends
paid per common share on our outstanding common stock:
|
2026
|
2025
|
||
|
First quarter
|
$0.27
|
$0.24
|
|
|
Second quarter
|
0.31
|
0.27
|
|
|
Third quarter
|
0.31
|
0.27
|
|
|
Total
|
$0.89
|
$0.78
|
See "Cash Dividends on Common Stock," of Note 11,
"Nasdaq Stockholders' Equity," to the condensed
consolidated financial statements for further discussion of the
dividends.
Debt Obligations
Our outstanding debt obligations, by contractual maturity, at September 30, 2026 are as follows (in U.S. Dollar millions):
n U.S. Notes n Euro Notes
As of and for the nine months ended September 30, 2026, the
weighted average interest rate on our debt obligations was
approximately 3.7%. This rate can fluctuate based on changes
in foreign currency exchange rates and changes in the amount
and duration of outstanding debt. See "Foreign Currency
Exchange Rate Risk" below for further discussion on
hedging associated with our Euro Notes. In June 2026,
Nasdaq amended and restated our existing $1.25 billion five-
year revolving credit facility, with a new maturity date of
June 30, 2031, and increased the borrowing capacity to
$1.50 billion. In addition to the 2026 Revolving Credit
Facility, we also have other credit facilities primarily to
support our Nasdaq Clearing operations in Europe, as well as
to provide a cash pool credit line.
As of September 30, 2026, we were in compliance with the
covenants of all of our debt obligations.
See Note 8, "Debt Obligations," to the condensed
consolidated financial statements for further discussion of our
debt obligations.
CONTRACTUAL OBLIGATIONS AND CONTINGENT
COMMITMENTS
Nasdaq had no significant changes to our contractual
obligations and contingent commitments from those
disclosed in "Part II. Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations"
in our Annual Report on Form 10-K that was filed with the
SEC on February 12, 2026.
OFF-BALANCE SHEET ARRANGEMENTS
For discussion of off-balance sheet arrangements see:
•Note 14, "Clearing Operations," to the condensed
consolidated financial statements for further discussion of
our non-cash default fund contributions and margin
deposits received for clearing operations; and
•Note 17, "Commitments, Contingencies and Guarantees,"
to the condensed consolidated financial statements for
further discussion of:
◦Guarantees issued and credit facilities available;
◦Other guarantees; and
◦Routing brokerage activities.
Nasdaq Inc. published this content on October 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 22, 2026 at 18:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]