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Exhibit 99.1
NEW YORK, July 23, 2026 - Nasdaq, Inc. (Nasdaq: NDAQ) today
reported financial results for the second quarter of 2026.
Adena Friedman, Chair and CEO said,
“Nasdaq delivered an outstanding second
quarter, defined by new records and
milestones. We delivered double-digit
growth across all three divisions,
surpassed $1 trillion in Index ETP AUM,
and listed SpaceX, the largest IPO in
exchange history.
As the forces reshaping global finance
accelerate, from AI and market
modernization to the increasingly
complex regulatory and risk environment,
Nasdaq's role as our clients' trusted
transformation partner positions us for
sustained leadership. We are confident in
our ability to capture the opportunity
ahead and deliver durable, long-term
value for our clients and shareholders.”
•Second quarter 2026 net revenue1 was $1.5 billion, an increase of 15%
on both a reported and adjusted2 basis over the second quarter of 2025.
Solutions revenue3 grew 17% on both a reported and adjusted basis.
•Annualized Recurring Revenue (ARR)3,4 of $3.3 billion increased 11%
on a reported basis over the second quarter of 2025, or 12% on an
organic basis2. Annualized SaaS revenue increased 12%, or 15% on an
organic basis, and represented 38% of ARR.
•Financial Technology revenue was $539 million, an increase of 16%
over the second quarter of 2025, or 15% on an organic basis.
•Index revenue of $271 million grew 38% or 35% on an adjusted basis
over the second quarter of 2025, with $109 billion of net inflows over the
trailing twelve months, including $51 billion in the second quarter of
2026.
•GAAP diluted earnings per share in the second quarter of 2026 was
$0.89, an increase of 14% over the second quarter of 2025. Non-GAAP5
diluted earnings per share in the second quarter of 2026 was $1.07, an
increase of 25% on both a reported and adjusted basis over the second
quarter of 2025.
•In the second quarter of 2026, the company returned $174 million to
shareholders through dividends and $356 million through repurchases of
common stock. The company also net repaid $162 million of debt in the
quarter.
Second Quarter 2026 Highlights
Sarah Youngwood, Executive Vice
President and CFO said, “Nasdaq's
second quarter results mark another
quarter of excellent Solutions revenue
growth, expanding operating margins,
strong EPS growth, and robust cash flow
generation.
Nasdaq’s durable business model and
consistent execution support our
disciplined capital allocation strategy that
returns meaningful capital to
shareholders through both dividends and
share repurchases while investing in
innovations that will sustain our long-term
growth trajectory.”
(US$ millions, except per share)
2Q26
YoY change %
Organic2
YoY change %
Adjusted2 YoY
change %
Solutions revenue
$1,160
17%
17%
17%
Market Services net revenue
$340
11%
11%
11%
Net revenue
$1,500
15%
16%
15%
GAAP operating income
$712
25%
Non-GAAP operating income
$859
19%
20%
19%
ARR
$3,258
11%
12%
12%
GAAP diluted EPS
$0.89
14%
Non-GAAP diluted EPS
$1.07
25%
26%
25%
2
FINANCIAL REVIEW
•Second quarter 2026 net revenue was $1.5 billion, reflecting 15% growth on both a reported
and adjusted basis versus the prior year period.
•Solutions revenue was $1.2 billion in the second quarter of 2026, up 17% on both a reported
and adjusted basis versus the prior year period, reflecting strong growth across Capital
Access Platforms and Financial Technology. Capital Access Platforms revenue growth was
19% year-over-year on a reported basis, or 18% on an adjusted basis. Financial Technology
revenue growth was 16% year-over-year, or 15% on an organic basis.
•ARR was $3.3 billion as of the second quarter of 2026, growing 11% year-over-year on a
reported basis, or 12% year-over-year on an organic basis. Financial Technology ARR growth
was 16% on both a reported and organic basis, and Capital Access Platforms ARR growth
was 8% on both a reported and organic basis.
•Market Services net revenue was $340 million in the second quarter of 2026, up 11% on both
a reported and organic basis versus the prior year period.
•Second quarter 2026 GAAP operating expenses were $788 million, an increase of 7% versus
the prior year quarter and non-GAAP operating expenses were $641 million, up 10% on both
a reported and organic basis versus the prior year quarter. The increases were primarily
driven by higher compensation and benefits costs from our strong revenue execution,
increased marketing and advertising costs due to a strengthening IPO environment, and
increased investments in technology to drive long-term growth. On a GAAP basis, the
increase was partially offset by lower merger and strategic initiatives expense. 
•Cash flow from operations was $711 million in the second quarter, enabling the return of
capital through Nasdaq’s efficient capital allocation framework. In the second quarter of 2026,
the company returned $174 million to shareholders through dividends and $356 million
through repurchases of common stock. As of June 30, 2026, there was $2.5 billion remaining
under the board authorized share repurchase program.
2026 EXPENSE AND TAX GUIDANCE UPDATE6
•The company is updating its 2026 non-GAAP operating expense guidance to a range of
$2.530 billion to $2.570 billion. The company is maintaining its 2026 non-GAAP tax rate
guidance in the range of 22.5% to 24.5%.
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STRATEGIC AND BUSINESS UPDATES
•Financial Technology delivered double-digit revenue growth in each subdivision for the
second consecutive quarter as the One Nasdaq strategy continues to unlock broad-
based growth. In the second quarter, FinTech revenue increased 16% compared to the prior
year period, or 15% on an organic basis, with 16% organic ARR growth. FinTech signed 58
new clients, 7 cross-sells, and 107 upsells in the quarter, with cross-sells remaining over 15%
of the sales pipeline.
◦Financial Crime Management Technology maintained strong momentum across
both SMBs and enterprise clients while advancing AI-driven innovation in
financial crime detection. During the quarter, Nasdaq Verafin signed 47 new small-
and-medium bank (SMB) clients and 6 enterprise deals, including 2 cross-sells.
Including signings early in the third quarter, Verafin has completed 11 enterprise
signings year-to-date, surpassing the total signed in all of 2025. Nasdaq Verafin’s
Agentic Workforce continued to gain traction, with 750 clients now leveraging the
platform. The business introduced the next two agentic workers, the Agentic AML
Analyst and the Agentic Fraud Analyst, while continuing to expand its innovation
pipeline. Nasdaq Verafin enhanced the value of its gold-standard consortium data,
surpassing $13 trillion in combined assets across more than 2,800 financial
institutions.
◦Regulatory Technology delivered strong performance across Surveillance and
AxiomSL, driven by accelerating demand for Always-On infrastructure and
regulatory modernization. The subdivision signed 9 new clients, including 2 cross-
sells, and 63 upsells in the second quarter. Surveillance added 9 new clients, including
2 cross-sells, and 39 upsells with wins across geographies and client segments,
including a new regulator win in Africa, and an upsell with a global broker-dealer. Early
in the third quarter, Surveillance signed a notable first win for its AI-powered Calibration
Copilot with a Tier 1 client. AxiomSL signed 24 upsells in the quarter with several client
expansions that demonstrate the breadth of demand for AxiomSL's regulatory
solutions, including with a domestic systemically important Australian bank and with a
U.S. bank navigating heightened regulatory requirements following an acquisition.
◦Capital Markets Technology delivered quarterly organic revenue growth of 14%
and strong 17% organic ARR growth, reflecting the growing scale and reach of
its global platform. The subdivision signed 7 new clients, including 3 cross-sells, and
42 upsells in the second quarter. Trade Management Services benefitted from strong
demand for data center services and pricing. Calypso signed 3 new clients, including 1
cross-sell, and 31 upsells and is now available in more than 70 countries. Calypso
expanded its global presence by signing a deal with the Georgian Financial Markets
Treasury Association (GFTMA) to modernize the country’s treasury and financial
markets infrastructure. The GFTMA deal includes a group of 5 of the country’s largest
banks, which will adopt Calypso under a shared common infrastructure model. Market
Technology continued to drive market modernization with the next-generation Eqlipse
platform, signing 2 new digital marketplaces and 2 new clients on the Intelligence
Platform.
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•Index ETP assets under management (AUM) exceeded $1 trillion for the first time and
achieved new net inflows records. Net inflows reached new all-time highs with $51 billion in
the second quarter and $109 billion over the last twelve months. ETP AUM surpassed $1
trillion for the first time, with end-of-period ETP AUM of $1.114 trillion and average ETP AUM
of $1.014 trillion. Nasdaq launched 34 new Index products in the second quarter, including 17
international products and 11 products in the institutional annuity space. Nasdaq expanded
investor access to the Nasdaq-100 with the recent launch of BlackRock’s IQQ and State
Street’s QNDX ETFs in the U.S.
•Listings set a quarterly record for total proceeds raised, headlined by the listing of
SpaceX, the largest IPO in exchange history with an $86 billion raise. Nasdaq welcomed
7 of the top 10 largest operating company IPOs listed in the quarter, including Cerebras, the
largest semiconductor IPO of all time, Quantinuum, the largest pure-play quantum IPO of all
time, and Parabilis Medicines, the largest biotechnology IPO of all time. Nasdaq achieved a
74% win rate7 of new operating company listings. The momentum carried into the third quarter
with the listing of SK hynix, the largest American Depositary Receipt (ADR) listing in U.S.
capital markets history, underscoring the continued strength of the franchise.
•Market Services delivered records across quarterly net revenues and U.S. equity
options volumes, supported by record industry volumes. In the second quarter, the
business successfully facilitated the execution and trading of the SpaceX IPO. Nasdaq’s
Closing Cross achieved new records across two landmark market events: during the Russell
reconstitution, it executed 4.6 billion shares in 1.6 seconds representing a record $334 billion
in notional value, and during the June Triple Witch, it executed a record $296 billion in notional
value. Product innovation continued to drive incremental growth, with Index options revenue
more than doubling year-over-year for the fourth consecutive quarter. Nasdaq received SEC
approval to list event options tied to the Nasdaq-100 with an expected launch in the fourth
quarter.
•Nasdaq advanced Always-On markets as Calypso supported proof of concept
tokenized collateral trades on the Canton Network. Calypso, a leading platform managing
the entire trade lifecycle, is powering the transition to hybrid tokenized and fiat infrastructure.
Early in the third quarter, two of the world’s leading asset managers successfully completed
tokenized collateral trades on the Canton Network, transmitting tokenized money market funds
through Calypso. This milestone marks a significant step in the shift towards integrating
tokenized and fiat infrastructure and reflects Nasdaq’s unique position as the trusted
technology for next-generation markets.
•Nasdaq continued to optimize its portfolio early in the third quarter, entering into
agreements to sell Nasdaq Fund Secondaries to Nasdaq Private Market and to acquire
Dasseti. After the close of the Nasdaq Fund Secondaries transaction, Nasdaq will continue to
hold an ownership stake in and remain a strategic partner of Nasdaq Private Market. Dasseti
provides an AI-powered due diligence platform for institutional asset managers and allocators
across public and private markets and will be integrated into eVestment’s leading institutional
intelligence platform. Both transactions remain subject to customary closing conditions.
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____________
1 Represents revenue less transaction-based expenses.
2 Organic change is calculated by removing the impacts of changes in foreign exchange rates, and acquisitions and
divestitures during one-year period post transaction.  Adjusted period over period change reflects the organic change,
excluding the impact of a one-time revenue benefit in the second quarter of 2026 in our Index business due to a
contract modification.
3 Solutions revenue and Annualized Recurring Revenue (ARR) constitutes revenue and ARR from our Capital Access
Platforms and Financial Technology segments as well as revenue and ARR from our Solovis business which was sold
in October 2025. Solovis revenues and ARR were previously included in our Capital Access Platforms segment, and
have been reclassified into “Other” for all prior periods presented.
4 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. 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. ACV
Bookings for our Financial Technology segment excluding Financial Crime Management Technology refers to the
maximum annualized committed contract value at the time of signature, excluding one-time fees and not accounting
for initial discounts. For Financial Crime Management Technology, ACV bookings is calculated by averaging the total
contract value over the contract term, including fixed increases. ARR and ACV are supplemental metrics to help
evaluate the performance of the business. These measures are not a replacement for, and should be viewed
independently of, U.S. GAAP revenue and deferred revenue as they are performance metrics, and are not intended to
be combined with any of these items. ARR and ACV are not a forecast, and the active contracts at the end of a
reporting period used in calculating these measures may or may not be extended or renewed by our customers. There
is no U.S. GAAP measure comparable to ARR or ACV. As these metrics do not have any standardized definition they
may not be comparable to similarly titled measures presented by other companies and should be viewed
independently of revenue and deferred revenue and are not intended to be combined with or to replace either of those
items.
5 Refer to our reconciliations of U.S. GAAP to non-GAAP metrics and organic and adjusted impacts, included in the
attached schedules.
6 U.S. GAAP operating expense and tax rate guidance are not provided due to the inherent difficulty in quantifying
certain amounts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as
well as future charges or reversals outside of the normal course of business.
7 Listings win rate includes eligible U.S. operating companies, direct listings, and SPAC business combinations.
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ABOUT NASDAQ
Nasdaq (Nasdaq: NDAQ) 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. To learn more about the company, technology solutions and career
opportunities, visit us on LinkedIn, on X @Nasdaq, or at www.nasdaq.com.
NON-GAAP INFORMATION
In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain
non-GAAP results of operations, including, but not limited to, non-GAAP net income, non-GAAP diluted
earnings per share, non-GAAP operating income, and non-GAAP operating expenses, that include certain
adjustments or exclude certain charges and gains that are described in the reconciliation tables of U.S.
GAAP to non-GAAP information provided at the end of this release. 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 results as the items described below in the reconciliation tables do not reflect
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 a comparative
measure. Investors should not rely on any single financial measure when evaluating our business. This
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 earnings release. When viewed in conjunction with our U.S. GAAP
results and the accompanying reconciliations, 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 those
noted above, to assess operating performance. We use these measures 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.
Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenue and expenses
are translated using monthly average exchange rates. Certain discussions in this release isolate the
impact of year-over-year foreign currency fluctuations to better measure the comparability of operating
results between periods. Operating results excluding the impact of foreign currency fluctuations are
calculated by translating the current period’s results by the prior period’s exchange rates.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information set forth in this communication contains forward-looking statements that involve a number of
risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee
of future performance and that actual results could differ materially from those contained in the forward-
looking information. Such forward-looking statements include, but are not limited to (i) projections relating
to our future financial results, total shareholder returns, growth, dividend program, trading volumes,
products and services, ability to transition to new business models, taxes and achievement of synergy
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targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions,
divestitures and other strategic, restructuring, technology, de-leveraging and capital allocation initiatives,
(iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or
regulatory or government investigation or action to which we are or could become a party, and (v) other
statements that are not historical facts. Forward-looking statements involve a number of risks,
uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to,
Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and
fluctuations, geopolitical instability, government and industry regulation, interest rate risk, and U.S. and
global competition. Further information on these and other factors are detailed in Nasdaq’s filings with the
U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly
reports on Form 10-Q, which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com
and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward-
looking statement, whether as a result of new information, future events or otherwise.
WEBSITE DISCLOSURE
Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public
information and for complying with SEC Regulation FD and other disclosure obligations.
Media Relations Contact
Investor Relations Contact
David Lurie
Ato Garrett
914.538.0533
212.401.8737
David.Lurie@nasdaq.com
Ato.Garrett@nasdaq.com
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Nasdaq, Inc.
Condensed Consolidated Statements of Income
(in millions, except per share amounts)
(unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
Revenues:
Capital Access Platforms
$621
$520
$1,186
$1,028
Financial Technology
539
464
1,057
896
Market Services
1,372
1,101
2,419
2,240
Other Revenues
—
16
8
32
Total revenues
2,532
2,101
4,670
4,196
Transaction-based expenses:
Transaction rebates
(712)
(640)
(1,436)
(1,224)
Brokerage, clearance and exchange fees
(320)
(155)
(326)
(429)
Revenues less transaction-based expenses
1,500
1,306
2,908
2,543
Operating Expenses:
Compensation and benefits
383
352
739
681
Professional and contract services
42
39
82
75
Technology and communication infrastructure
88
79
171
156
Occupancy
35
30
68
58
General, administrative and other
23
23
52
29
Marketing and advertising
24
14
44
28
Depreciation and amortization
165
158
331
313
Regulatory
9
14
19
29
Merger and strategic initiatives
5
20
9
44
Restructuring charges
14
9
24
15
 
Total operating expenses
788
738
1,539
1,428
Operating income
712
568
1,369
1,115
Interest income
8
12
13
24
Interest expense
(86)
(95)
(172)
(192)
Net gain on divestitures
—
39
89
39
Other income (losses)
(2)
1
(15)
—
Net income from unconsolidated investees
21
23
47
50
Income before income taxes
653
548
1,331
1,036
Income tax provision
146
96
305
190
Net income
$507
$452
$1,026
$846
Net loss attributable to noncontrolling interests
—
—
—
1
Net income attributable to Nasdaq
$507
$452
$1,026
$847
Per share information:
Basic earnings per share
$0.90
$0.79
$1.81
$1.47
Diluted earnings per share
$0.89
$0.78
$1.80
$1.46
Cash dividends declared per common share
$0.31
$0.27
$0.58
$0.51
Weighted-average common shares outstanding
for earnings per share:
Basic
564.2
574.1
565.5
574.6
Diluted
567.8
579.0
569.7
579.5
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Nasdaq, Inc.
Revenue Detail
(in millions)
(unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
CAPITAL ACCESS PLATFORMS
Data and Listing Services
$217
$198
$431
$391
Index
271
196
491
388
Workflow and Insights
133
126
264
249
Total Capital Access Platforms revenues
621
520
1,186
1,028
FINANCIAL TECHNOLOGY
Financial Crime Management Technology
98
81
191
157
Regulatory Technology
120
104
238
206
Capital Markets Technology
321
279
628
533
Total Financial Technology revenues
539
464
1,057
896
MARKET SERVICES
Market Services
1,372
1,101
2,419
2,240
Transaction-based expenses:
Transaction rebates
(712)
(640)
(1,436)
(1,224)
Brokerage, clearance and exchange fees
(320)
(155)
(326)
(429)
Total Market Services revenues, net
340
306
657
587
OTHER REVENUES
—
16
8
32
REVENUES LESS TRANSACTION-BASED EXPENSES
$1,500
$1,306
$2,908
$2,543
10
Nasdaq, Inc.
Condensed Consolidated Balance Sheets
(in millions)
June 30,
December 31,
2026
2025
Assets
(unaudited)
Current assets:
Cash and cash equivalents
$520
$604
Restricted cash and cash equivalents
26
210
Default funds and margin deposits
2,323
5,842
Financial investments
198
28
Receivables, net
1,182
943
Other current assets
284
376
Total current assets
4,533
8,003
Property and equipment, net
767
728
Goodwill
14,245
14,371
Intangible assets, net
6,223
6,511
Operating lease assets
481
447
Other non-current assets
1,092
993
Total assets
$27,341
$31,053
Liabilities
Current liabilities:
Accounts payable and accrued expenses
$252
$280
Section 31 fees payable to SEC
313
—
Accrued personnel costs
243
364
Deferred revenue
931
785
Other current liabilities
174
259
Default funds and margin deposits
2,323
5,842
Short-term debt
269
431
Total current liabilities
4,505
7,961
Long-term debt
8,492
8,573
Deferred tax liabilities, net
1,616
1,584
Operating lease liabilities
482
462
Other non-current liabilities
253
241
Total liabilities
15,348
18,821
Commitments and contingencies
Equity
Nasdaq stockholders' equity:
Common stock
6
6
Additional paid-in capital
4,353
5,122
Common stock in treasury, at cost
(784)
(716)
Accumulated other comprehensive loss
(1,874)
(1,773)
Retained earnings
10,287
9,588
Total Nasdaq stockholders' equity
11,988
12,227
Noncontrolling interests
5
5
Total equity
11,993
12,232
Total liabilities and equity
$27,341
$31,053
11
Nasdaq, Inc.
Reconciliation of U.S. GAAP to Non-GAAP Net Income and Diluted Earnings Per Share
(in millions, except per share amounts)
(unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
U.S. GAAP net income
$507
$452
$1,026
$847
Non-GAAP adjustments:
Amortization expense of acquired intangible assets 1
121
122
243
243
Merger and strategic initiatives expense 2
5
20
9
44
Restructuring charges 3
14
9
24
15
Gain from extinguishment of debt 4
—
—
—
(19)
Legal and regulatory matters 5
6
1
12
4
Net gain on divestitures 6
—
(39)
(89)
(39)
Net income from unconsolidated investees 7
(21)
(23)
(47)
(50)
Other losses 8
6
1
20
1
Total non-GAAP adjustments
131
91
172
199
Non-GAAP adjustment to the income tax provision 9
(33)
(24)
(44)
(52)
Other tax adjustments 10
—
(27)
—
(45)
Total non-GAAP adjustments, net of tax
98
40
128
102
Non-GAAP net income
$605
$492
$1,154
$949
U.S. GAAP diluted earnings per share
$0.89
$0.78
$1.80
$1.46
Total adjustments from non-GAAP net income above
0.18
0.07
0.23
0.18
Non-GAAP diluted earnings per share
$1.07
$0.85
$2.03
$1.64
Weighted-average diluted common shares outstanding
for earnings per share:
567.8
579.0
569.7
579.5
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Nasdaq, Inc.
Reconciliation of U.S. GAAP to Non-GAAP Operating Income and Operating Margin
(in millions)
(unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
U.S. GAAP operating income
$712
$568
$1,369
$1,115
Non-GAAP adjustments:
Amortization expense of acquired intangible assets 1
121
122
243
243
Merger and strategic initiatives expense 2
5
20
9
44
Restructuring charges 3
14
9
24
15
Gain from extinguishment of debt 4
—
—
—
(19)
Legal and regulatory matters 5
6
1
12
4
Other losses
1
1
1
1
Total non-GAAP adjustments
147
153
289
288
Non-GAAP operating income
$859
$721
$1,658
$1,403
Revenues less transaction-based expenses
$1,500
$1,306
$2,908
$2,543
U.S. GAAP operating margin 11
47%
44%
47%
44%
Non-GAAP operating margin 12
57%
55%
57%
55%
Note: The percentages are calculated based on exact dollars, and therefore may not recalculate exactly
using rounded numbers as presented in US$ millions.
13
Nasdaq, Inc.
Reconciliation of U.S. GAAP to Non-GAAP Operating Expenses
(in millions)
(unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
U.S. GAAP operating expenses
$788
$738
$1,539
$1,428
Non-GAAP adjustments:
Amortization expense of acquired intangible assets 1
(121)
(122)
(243)
(243)
Merger and strategic initiatives expense 2
(5)
(20)
(9)
(44)
Restructuring charges 3
(14)
(9)
(24)
(15)
Gain on extinguishment of debt 4
—
—
—
19
Legal and regulatory matters 5
(6)
(1)
(12)
(4)
Other losses
(1)
(1)
(1)
(1)
Total non-GAAP adjustments
(147)
(153)
(289)
(288)
Non-GAAP operating expenses
$641
$585
$1,250
$1,140
14
Nasdaq, Inc.
Footnotes to Press Release
Financial Tables
1
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.
2
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. These expenses
generally include integration costs, as well as legal, due diligence and other third-party transaction
costs. The frequency and the amount of such expenses vary significantly based on the size, timing and
complexity of the transaction. For the three and six months ended June 30, 2026, these costs included
amounts associated with various strategic initiative costs. For the three and six months ended June 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.
3
In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management
approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our
efficiencies as a combined organization. We initiated the program upon the acquisition of Adenza and
further expanded the program in the fourth quarter of 2024 following the achievement of our initial
targets. We have incurred costs principally related to employee-related costs, contract terminations,
asset impairments and other related costs and expect to incur additional costs in these areas in an
effort to accelerate efficiencies through location strategy and enhanced AI capabilities. Actions taken as
part of this program were completed as of December 31, 2025, and all costs have been incurred as of
June 30, 2026.
4
For the six months ended June 30, 2025, we recorded a gain on the extinguishment of debt. This gain
is recorded in general, administrative and other expense in our Condensed Consolidated Statements of
Income.
5
For the three and six months ended June 30, 2026 and 2025, this includes accruals relating to certain
legal matters, which are recorded in professional and contract services in our Condensed Consolidated
Statements of Income.
6
For the six months ended June 30, 2026, this primarily includes the recognition of an incremental gain
on the divestiture of our Nordic power futures business, net of costs to sell. For the three and six
months ended June 30, 2025, this includes gains on divestitures of our Nordic power futures business
and our Nasdaq Risk Modelling for Catastrophes business.
7
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.
8
For the three and six months ended June 30, 2026 and 2025, other items primarily include net gains
and losses from strategic investments entered into through our corporate venture program. For the
three and six months ended June 30, 2026, this also includes intangible asset 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 (losses) in our Condensed Consolidated Statements of
Income.
9
For the three and six months ended June 30, 2026 and 2025, the non-GAAP adjustment to the income
tax provision primarily includes the tax impact of each non-GAAP adjustment.
10
For the three and six months ended June 30, 2025, other tax adjustments reflect a tax benefit related
to payments made to certain former Adenza employees. For the six months ended June 30, 2025, this
also reflects the release of the prior years' reserves following a favorable audit settlement.
11
U.S. GAAP operating margin equals U.S. GAAP operating income divided by revenues less
transaction-based expenses.
12
Non-GAAP operating margin equals non-GAAP operating income divided by revenues less transaction-
based expenses.
15
Nasdaq, Inc.
Reconciliation of Organic and Adjusted Impacts
(in millions, except per share amounts)
(unaudited)
Three Months
Ended
June 30,
Total Variance
FX/Divestitures/
Acquisition
impact
Organic
Variance1
Adjustment
Adjusted
Variance1
2026
2025
$
%
$
%
$
%
$
$
%
Capital Access Platforms
Data and Listing Services
$217
$198
$19
10%
$1
—%
$18
9%
$—
$18
9%
Index
271
196
75
38%
—
—%
75
38%
6
69
35%
Workflow and Insights
133
126
7
5%
1
—%
6
5%
—
6
5%
Total Capital Access
Platforms revenues
621
520
101
19%
2
—%
99
19%
6
93
18%
Financial Technology
Financial Crime
Management Technology
98
81
17
22%
—
—%
17
22%
—
17
22%
Regulatory Technology
120
104
16
15%
2
—%
14
13%
—
14
13%
Capital Markets Technology
321
279
42
15%
2
—%
40
14%
—
40
14%
Total Financial
Technology revenues
539
464
75
16%
4
—%
71
15%
—
71
15%
Market Services net
revenues
340
306
34
11%
1
—%
33
11%
—
33
11%
Other revenues
—
16
(16)
(100)%
(16)
(100)%
—
—%
—
—
—%
Revenues less transaction-
based expenses
$1,500
$1,306
$194
15%
$(9)
(1)%
$203
16%
$6
$197
15%
Solutions revenue 2
$1,160
$991
$169
17%
$(1)
(1)%
$170
17%
$6
$164
17%
Non-GAAP Operating
Expenses
$641
$585
$56
10%
$(4)
(1)%
$60
10%
$—
$60
10%
Non-GAAP Operating
Income
$859
$721
$138
19%
$(5)
(1)%
$143
20%
$6
$137
19%
Non-GAAP diluted earnings
per share
$1.07
$0.85
$0.22
25%
$—
—%
$0.22
26%
$0.01
$0.21
25%
Note: The percentages are calculated based on exact dollars, and therefore may not recalculate exactly using rounded
numbers as presented in US$ millions. The sum of the percentage changes may not tie to the percentage change in total
variance due to rounding.
1 Adjusted and organic variance is calculated by removing the impacts of changes in foreign exchange rates, an acquisition,
and divestitures. Adjusted variance also excludes a one-time revenue benefit in our Index business in the second quarter of
2026.
2 Total Solutions revenues includes Capital Access Platforms and Financial Technology revenues as well as $7 million of
Other revenue in the second quarter of 2025, related to the sale of the Solovis business, which was sold in the fourth
quarter of 2025.
16
Nasdaq, Inc.
Key Drivers Detail
(unaudited)
Three Months
Ended
Six Months
Ended
June 30,
June 30,
2026
2025
2026
2025
Capital Access Platforms
Annualized recurring revenues (in millions) 1
$1,388
$1,286
$1,388
$1,286
Initial public offerings
The Nasdaq Stock Market
68
79
131
142
Nasdaq operating company IPOs
26
38
41
83
SPACs
42
41
90
59
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic
11
6
13
10
Total new listings
The Nasdaq Stock Market
188
194
364
364
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 2
15
6
20
15
Number of listed companies
The Nasdaq Stock Market 3
4,659
4,238
4,659
4,238
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 4
1,109
1,148
1,109
1,148
Index
Number of licensed exchange traded products
481
422
481
422
Period end ETP assets under management (AUM) tracking Nasdaq indexes
(in billions)
$1,114
$745
$1,114
$745
Total average ETP AUM tracking Nasdaq indexes (in billions)
$1,014
$663
$946
$662
TTM 5 net inflows ETP AUM tracking Nasdaq indexes (in billions)
$109
$88
$109
$88
TTM 5 net appreciation ETP AUM tracking Nasdaq indexes (in billions)
$260
$88
$260
$88
Financial Technology
Annualized recurring revenues (in millions) 1
Financial Crime Management Technology
$359
$308
$359
$308
Regulatory Technology
428
376
428
376
Capital Markets Technology
1,083
932
1,083
932
Total Financial Technology
$1,870
$1,616
$1,870
$1,616
Market Services
Equity Derivative Trading and Clearing
U.S. equity options
Total industry average daily volume (in millions)
66.5
52.5
64.6
53.0
Nasdaq PHLX matched market share
11.2%
9.6%
11.8%
9.4%
The Nasdaq Options Market matched market share
2.6%
4.3%
2.6%
4.7%
Nasdaq Texas Options matched market share (formerly Nasdaq BX)
1.3%
1.7%
1.3%
1.7%
Nasdaq ISE Options matched market share
6.6%
6.6%
6.4%
6.7%
Nasdaq GEMX Options matched market share
3.4%
4.4%
3.4%
4.0%
Nasdaq MRX Options matched market share
4.0%
2.8%
4.1%
2.8%
Total matched market share executed on Nasdaq's exchanges
29.1%
29.4%
29.6%
29.3%
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts
221,789
223,450
235,945
240,133
17
Cash Equity Trading
Total U.S.-listed securities
Total industry average daily share volume (in billions)
20.2
18.4
20.1
17.1
Matched share volume (in billions)
184.5
158.4
368.2
295.5
The Nasdaq Stock Market matched market share
14.3%
13.5%
14.5%
13.8%
Nasdaq Texas matched market share (formerly Nasdaq BX)
0.3%
0.3%
0.3%
0.3%
Nasdaq PSX matched market share
0.1%
0.1%
0.1%
0.1%
Total matched market share executed on Nasdaq's exchanges
14.7%
13.9%
14.9%
14.2%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility
46.4%
47.7%
46.0%
47.9%
Total market share 6
61.1%
61.6%
60.9%
62.1%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq's exchanges
747,410
804,121
773,062
796,426
Total average daily value of shares traded (in billions)
$6.2
$5.7
$6.5
$5.5
Total market share executed on Nasdaq's exchanges 7
74.5%
71.9%
74.4%
71.2%
1
Annualized Recurring Revenue (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.
2
New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and
companies on the alternative markets of Nasdaq First North.
3
Number of total listings on The Nasdaq Stock Market for the three and six months ended June 30, 2026 and 2025
included 1,243 and 914 ETPs, respectively.
4
Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative
markets of Nasdaq First North.
5
Trailing twelve months.
6
Includes transactions executed on The Nasdaq Stock Market's, Nasdaq Texas's (formerly Nasdaq BX) and Nasdaq
PSX's systems plus trades reported through the Financial Industry Regulatory Authority/Nasdaq Trade Reporting
Facility.
7
European cash equities markets include cash equities exchanges of Sweden, Denmark, Finland, and Iceland. Minor
adjustments to prior periods reflect data from a new consolidated data provider that accurately captures all primary
trading venues and Multilateral Trading Facilities, or MTFs.