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
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-23.
0001628280-25-046006
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-24.
0001628280-26-027105
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe 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 11 previous paragraphs and 43 current paragraphs.
2 unchanged; 5 reworded; 24 added; 4 removed; 0 previous and 12 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (24)
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repurchase program.
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Affiliated Purchasers
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Under our board approved share repurchase program, we
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may repurchase shares from time to time at prevailing market
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prices in open market purchases, privately-negotiated
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transactions, block purchases, an accelerated share
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repurchase program or otherwise, as determined by our
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management. As of March 31, 2026, the remaining aggregate
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authorized amount under the existing share repurchase
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program was$2.9 billion. The share repurchase program may
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be suspended, modified or discontinued at any time, and has
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no defined expiration date.
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In the table above:
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•Shares listed under share repurchase program in the table
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above primarily include repurchases under the ASR
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repurchase program.
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During the three months ended March 31, 2026, none of the
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Company’s directors or officers adopted, terminated or
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modified a “Rule 10b5-1 trading arrangement” or “non-Rule
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10b5-1 trading arrangement” (as such terms are defined in
Removed paragraphs (4)
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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In the preceding table:
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•See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
Reworded paragraphs (5)
Previous wording
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our most recent Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
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In addition to the other information set forth in this Quarterly
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See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
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See “Share Repurchase Program,” of Note 11, “Nasdaq
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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Purchases of Equity Securities by the Issuer and
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The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended September 30, 2025:
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The table below represents repurchases made by or on behalf
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•Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees.
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•Employee transactions represents shares surrendered to us
Rearranged current paragraphs (12)
Current report — wording carried from elsewhere
Report on Form 10-Q, you should carefully consider the
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factors discussed under “Risk Factors” in our most recent
Current report — wording carried from elsewhere
Form 10-K. These risks could materially and adversely affect
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our business, financial condition and results of operations.
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These risks and uncertainties are not the only ones facing us.
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Additional risks and uncertainties not presently known to us
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or that we currently believe to be immaterial may also
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of us or any “affiliated purchaser” of our common stock
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during the fiscal quarter ended March 31, 2026:
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to satisfy tax withholding obligations arising from the
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vesting of restricted stock and PSUs previously issued to
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•See “Share Repurchase Program,” of Note 11, “Nasdaq