NASDAQ, INC.
For the period ended Mar 31, 2026. Filed Apr 24, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 24, 2026
NDAQ$107.12+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-23.
0001628280-25-046006
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-24.
0001628280-26-027105
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 201 previous paragraphs and 712 current paragraphs.
54 unchanged; 114 reworded; 232 added; 31 removed; 2 previous and 312 current paragraphs rearranged.
Tables are not compared: 31 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (232)
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Nasdaq is a leading technology platform that powers the
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world’s economies. We architect the infrastructure of the
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world’s most modern markets, power the innovation
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economy, and build trust in the financial system. We
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empower economic opportunity by designing and deploying
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the technology, data, and advanced analytics that enable our
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clients to capture opportunities, navigate risk, and strengthen
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resilience.
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Technology and Market Services.
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First Quarter 2026 Highlights and Recent Developments
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•Nasdaq extended its listing leadership with 7 of the top 10
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largest operating company IPOs and a 71% win rate across
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eligible U.S. operating companies, direct listings and
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SPAC business combinations.
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•Our Index business generated net inflows of$79 billion
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over the last twelve months including $6 billion in the first
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quarter. ETP AUM as of March 31, 2026 was $836 billion
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and average ETP AUM in the first quarter reached a new
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record at $877 billion. During the quarter, Nasdaq
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launched 31 newproducts, including 11 in the institutional
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annuity space and 12 international products.
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•Financial Technology delivered 20% revenue growth and
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18% ARR growth.
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•Market Services generated record net revenues, driven by
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record volumes and strong market share across U.S. cash
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equities and equity derivatives.
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conditions, the accelerated pace of technological change, the
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quarter of 2026 compared with the same period in 2025 led to
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an increase in our U.S. equities options and U.S. cash
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valuations in Nasdaq Indices and higher overall volumes in
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The following table summarizes our financial performance
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About Market Risk.”
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In the chart above, Other 1Q25 includes$29 million.
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by our customers.
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In the chart above, Other 1Q25 includes$29 million.
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Capital Access Platforms segment:
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Listing Services business:
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2025 included 1,180 and 833 ETPs, respectively.
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to new data sales to new and existing clients, pricing and
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usage, increased annual listings revenues due to new listings,
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Removed paragraphs (31)
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Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.
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Third Quarter 2025 Highlights
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•Nasdaq delivered a strong quarter in Listing Services, highlighting the Company’s continued market leadership and welcomed U.S. operating companies that raised $6.0 billion in proceeds.
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•Index had $17 billion in net inflows in the third quarter and a record $91 billion in net inflows over the last twelve months. End of period ETP AUM reached $829 billionand average ETP AUM over the third quarter was $777 billionat quarter-end, an all-time high. Nasdaq launched 30 new Index products in the third quarter, including 18 international products and 13 in the institutional insurance annuity space.
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•The Financial Technology segment delivered 12% ARR growth, reflecting an increase in new clients, cross-sells and upsells.
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•Market Services delivered record U.S. equity derivatives revenue and volumes. Within our U.S. derivatives business, Nasdaq Index options volumes also achieved record levels in the third quarter.
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•In September, Nasdaq’s Closing Cross set a new daily notional value record.
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The following tables present revenues from our Financial Technology segment:
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Financial Crime Management Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher subscription revenues from new sales and price increases to existing clients, and new client contracts.
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The following tables present revenues from our U.S. Tape plans business:
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U.S. Tape plans revenues decreased for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to lower audit revenue collection, partially offset by higher usage volume. The increase for the nine months ended September 30, 2025 compared with the same period in 2024 was primarily due to higher one-time industry-wide adjustments and higher usage volume.
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Occupancy expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to colocation data center growth.
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Regulatory expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to an increase in CAT operating fees and the change in classification of these costs, as described above.
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Restructuring charges decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to the completion of our divisional realignment program in September 2024.
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Interest income increased for the nine months ended September 30, 2025 compared with the same period in 2024 primarily due to a higher average cash balance.
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•Adenza purchase accounting adjustment: During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time revenue reduction of $32 million was recorded, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. For the nine months ended September 30, 2024, we excluded the reduction of $34 million as this relates to the prior year's impact of this change from our non-GAAP results. We did not exclude the $2 million offsetting impact of this change as it is related to the 2024 results.
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◦For the three and nine months ended September 30, 2025, and September 30, 2024, these costs included Adenza integration costs and other strategic initiative costs. For the nine months ended September 30, 2024, these costs were partially offset by the recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the nine months ended September 30, 2025, these costs included a repayment of this fee due to the sale of the Nordic power futures business to another buyer, as designated in the settlement agreement.
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•Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:
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◦Pension settlement charge: For the nine months ended September 30, 2024, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits expense in the Condensed Consolidated Statements of Income.
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•decreased Section 31 fees payable due to decrease in fee rate and timing of payment,
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•reclassification of 2026 Notes to short-term debt, partially offset by the repayment of the 2025 Notes and the partial repayment of the 2026 Notes,
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•an increase in deferred revenue.
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•a decrease in cash and cash equivalents, and
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Net cash used in financing activities for the nine months ended September 30, 2025 primarily relates to a decrease in default funds and margin deposits of $847 million, repayments of debt including the repayment of our 2025 Notes for $400 million, the partial repayment of our 2028, 2034 and 2052 Notes for $257 million and the partial repayment of our 2026 Notes for $69 million, dividend payments to our shareholders of $448 million, repurchases of common stock of $330 million and payments related to employee shares withheld for taxes of $63 million, partially offset by proceeds received from employee stock activity and other issuances of $28 million.
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Net cash used in financing activities for the nine months ended September 30, 2024 related to a decrease in default funds and margin deposits of $1,320 million, dividend payments to our shareholders of $403 million, repayment of the 2023 Term Loan of $340 million, repayments of our commercial paper, net, of $291 million, repurchases of common stock of $145 million and payments related to employee shares withheld for taxes of $56 million, partially offset by proceeds received from employee stock activity and other issuances of $21 million.
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In the third quarter of 2025, we repurchased an aggregate principal amount of $69 million of our 2026 Notes. In the second quarter of 2025, we repaid in full the 2025 Notes for an aggregate of $400 million. In the first quarter of 2025, we repurchased an aggregate principal amount of $279 million of our 2028, 2034 and 2052 Notes, for a net purchase price of $257 million, excluding accrued interest.
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Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of September 30, 2025, and the estimated timing thereof.
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In the table above:
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•Debt obligations by contractual maturity include both principal and interest obligations. For our Euro Notes, interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of September 30, 2025. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
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•Operating lease obligations represent our undiscounted operating lease liabilities as of September 30, 2025, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 15, “Leases,” to the condensed consolidated financial statements for further discussion of our leases.
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•Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of September 30, 2025 is primarily comprised of our multi-year Amazon Web Services partnership contract, which we expanded and extended in the first quarter of 2025. This contract will benefit both our Financial Technology and Market Services segments, including their modernization. The expansion of this contract is not expected to increase our cloud expense compared to our expectation over the short term or the life of the contract, and preserves flexibility beyond our forecast.
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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.
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The following discussion and analysis of the financial
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Certain percentages and per share amounts herein may not sum or recalculate due to rounding.
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Certain percentages and per share amounts herein may not
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We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.
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We manage, operate and provide our products and services in
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Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, 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 in the first nine months of 2025, as compared to the same period in 2024, has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq indices. The impact of global uncertainty due to tariff policies has caused some delays in IPOs; however, the expectation of a lower cost of capital, U.S. economic resilience and certain deregulation efforts have created more investor confidence in new issuances. To the extent that global or national economic conditions weaken and result in slower growth or recessions, or we experience an extended U.S. federal government shutdown, our business may temporarily be negatively impacted.
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Our business performance can be positively or negatively
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The following tables summarize our financial performance for the three and nine months ended September 30, 2025 compared to the same periods in 2024. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
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for the three months ended March 31, 2026 compared to the
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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.”
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In countries with currencies other than the U.S. dollar,
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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.
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ARR for a given period is the current annualized value
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The following chart summarizes our quarterly annualized SaaS revenues for Solutions, which comprises our Capital Access Platforms and Financial Technology segments, for September 30, 2025 and 2024 (in millions):
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The following chart summarizes our quarterly annualized
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The following tables present our revenues by segment:
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The following table presents our revenues by segment:
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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.
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The following charts present our Capital Access Platforms,
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The following tables present revenues and ARR from our Capital Access Platforms segment:
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The following tables present revenues and ARR from our
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The following tables present key drivers from our Data & Listing Services business:
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The following tables present key drivers from our Data &
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•The number of total listed companies on The Nasdaq Stock Market for the nine months ended September 30, 2025 and 2024 included 1,000 and 712 ETPs, respectively.
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•The number of total listed companies on The Nasdaq Stock
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•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.
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•IPOs, new listings (which includes IPOs) and total listed
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Data & Listing Services revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to new listings, an increase in data net sales and usage, and pricing, partially offset by delistings and lower amortization of prior period initial listing fees.
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Data & Listing Services revenues increased in the first
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Index revenues increased for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to higher average AUM in exchange traded products linked to Nasdaq indices, partially offset by lower revenues on derivatives contracts linked to the Nasdaq-100 index. Index revenues increased for the nine months ended September 30, 2025 compared with the same period in 2024 due to higher average AUM in exchange traded products linked to Nasdaq indices and growth in revenues due to higher trading volume on derivatives contracts linked to the Nasdaq-100 Index. This increase was partially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue.
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quarter of 2026 compared with the same period in 2025 due
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The following table presents key drivers from our Index business:
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The following table presents key drivers from our Index
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The following table presents key drivers from our Workflow & Insights business:
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The following table presents key drivers from our Workflow
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Workflow & Insights revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Alternative Data sales growth.
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Workflow & Insights revenues increased in the first quarter
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The following table presents key drivers for our Financial Crime Management Technology business:
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The following table presents key drivers for our Financial
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The following table presents key drivers for our Regulatory Technology business:
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The following table presents key drivers for our Regulatory
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Regulatory Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to increased subscription revenue from new sales and price increases to existing clients, and revenue from new clients from our AxiomSL and Surveillance product offerings. Revenues also increased as compared to the same periods in 2024 due to a one-time revenue reduction recognized in the third quarter of 2024 related to a purchase accounting adjustment. See Note 3, “Revenue from Contracts with Customers,” to the condensed consolidated financial statements for discussion on the measurement period adjustment.
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due to increased subscription revenues from our AxiomSL
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The following table presents key drivers for our Capital Markets Technology business:
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The following table presents key drivers for our Capital
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Capital Markets Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024. The increase for both periods was primarily due to an increase in our trade management services business due to data center growth. The increase for these periods is also attributable to higher subscription revenues from new sales and price increases to existing clients, as well as revenues from new clients from our Calypso business. For the nine months ended September 30, 2025 the increase was also driven by price increases and upsells in our market technology business.
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quarter of 2026 compared with the same period in 2025. The
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The following tables present net revenues by product from our Market Services segment:
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The following table presents net revenues by product from
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The following tables present revenues from our Market Services segment:
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our Market Services segment:
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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:
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The following table presents total revenues, transaction-based
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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 decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to a rate change by the SEC in the second quarter of 2025. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.
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Section 31 fees are recorded as U.S. equity derivative and
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U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes, partially offset by lower capture and lower matched market share executed on Nasdaq’s exchanges.
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U.S. equity derivative trading revenues and U.S. equity
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Cash equity trading revenues and cash equity trading revenues, net increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. and European industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower capture.
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U.S. matched market share executed on Nasdaq’s exchanges
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Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.
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Transaction rebates, in which we credit a portion of the
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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:
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as well as key drivers and other metrics from our Cash Equity
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See the discussion above for an explanation of Section 31 fees for the three and nine months ended September 30, 2025 as compared with the same periods in 2024.
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See the discussion above for an explanation of Section 31
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Transaction rebates increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges. 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 BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.
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Stock Market and Nasdaq PSX, we credit a portion of the per
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In the preceding tables, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.
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Other includes Nordic fixed income trading and clearing,
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Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues from these businesses:
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Nordic derivatives and Canadian cash equities trading. The
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In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million and $5 millionfor the three months ended September 30, 2025 and 2024, respectively, and $20 million and $16 millionfor the nine months ended September 30, 2025 and 2024, respectively.
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In the preceding table, Other is presented net of Canadian
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Other revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to an increase in Nordic derivatives revenues and Canadian cash equity revenues.
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Canadian cash equity revenues, Nordic fixed income
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For the three and nine months ended September 30, 2025 and 2024, Other revenues include revenues related to our Nordic power futures business. See Note 4, "Divestitures," for further discussion.
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For the three months ended March 31, 2026 and 2025, Other
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The following tables present our operating expenses:
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The following table presents our operating expenses:
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Financial Condition and Results of Operations
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condition and results of operations of Nasdaq should be read
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in conjunction with our condensed consolidated financial
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statements and related notes included in this Form 10-Q.
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sum or recalculate due to rounding.
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three business segments: Capital Access Platforms, Financial
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impacted by a number of factors, including general economic
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geopolitical environment, current or expected inflation,
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interest rate fluctuations, the threat or imposition of broad-
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based tariffs, market volatility, changes in investment
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patterns and priorities, regulatory changes, pandemics and
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other factors that are generally beyond our control. For
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example, higher overall U.S. trading volumes in the first
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equities revenues. Market factors also contributed to higher
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Index derivatives. To the extent that global or national
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economic conditions weaken and result in slower growth or
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recessions, our business may be negatively impacted.
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same period in 2025. For a detailed discussion of our results
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of operations, see “Segment Operating Results” below.
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revenues and expenses are translated using monthly average
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exchange rates. Impacts on our revenues less transaction-
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based expenses and operating income associated with
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fluctuations in foreign currency are discussed in more detail
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under “Item 3. Quantitative and Qualitative Disclosures
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derived from subscription contracts with a defined contract
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value. This excludes contracts that are not recurring, are one-
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time in nature, or where the contract value fluctuates based
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on defined metrics. ARR is currently one of our key
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performance metrics to assess the health and trajectory of our
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recurring business. ARR does not have any standardized
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definition and is therefore unlikely to be comparable to
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similarly titled measures presented by other companies. ARR
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should be viewed independently of revenue and deferred
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revenue and is not intended to be combined with or to replace
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either of those items. For AxiomSL and Calypso recurring
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revenue contracts, the amount included in ARR is consistent
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with the amount that we invoice the customer during the
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current period. Additionally, for AxiomSL and Calypso
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recurring revenue contracts that include annual values that
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increase over time, we include in ARR only the annualized
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See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.
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See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.