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Nasdaq Stockholders’ Equity
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
Nasdaq Stockholders' Equity NASDAQ STOCKHOLDERS’ EQUITY
Common Stock
As of September 30, 2026, 900,000,000 shares of our
common stock were authorized, 583,979,697 shares were
issued and 558,441,448 shares were outstanding. As of
December 31, 2025, 900,000,000 shares of our common
stock were authorized, 594,620,320 shares were issued and
569,894,024 shares were outstanding. The holders of
common stock are entitled to one vote per share, except that
our certificate of incorporation limits the ability of any
shareholder to vote in excess of 5.0% of the then-outstanding
shares of Nasdaq common stock.
Common Stock in Treasury, at Cost
We account for the purchase of treasury stock under the cost
method with the shares of stock repurchased reflected as a
reduction to Nasdaq stockholders’ equity and included in
common stock in treasury, at cost in the Condensed
Consolidated Balance Sheets. Shares repurchased under our
share repurchase program are currently retired and canceled
and are therefore not included in the common stock in
treasury balance. If treasury shares are reissued, they are
recorded at the average cost of the treasury shares acquired.
We held 25,538,249 shares of common stock in treasury as of
September 30, 2026 and 24,726,296 shares as of December
31, 2025, most of which are related to shares of our common
stock withheld for the settlement of employee tax
withholding obligations arising from the vesting of restricted
stock and PSUs.
Share Repurchase Program
In February 2026, our board of directors authorized an
increase to our share repurchase program, bringing the
aggregate authorized amount to $3.0 billion. As of September
30, 2026, the remaining aggregate authorized amount under
the existing share repurchase program was $2.2 billion.
As part of this program, repurchases may be made from time
to time at prevailing market prices in open market purchases,
privately-negotiated transactions, block purchase techniques,
an accelerated share repurchase program or otherwise, as
determined by our management. The repurchases are
primarily funded from existing cash balances. The share
repurchase program may be suspended, modified or
discontinued at any time, and has no defined expiration date.
The following is a summary of our share repurchase activity,
reported based on settlement date, for the nine months ended
September 30, 2026:
Nine Months Ended
September 30, 2026
Number of shares of common stock
repurchased
13,960,673
Average price paid per share
$87.82
Total purchase price (in millions)
$1,226
The table above excludes an aggregate of 811,953 shares
withheld to satisfy tax obligations of the grantee upon the
vesting of restricted stock and PSUs. Total purchase price in
the table above and repurchases of common stock in the
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2026 exclude $10 million
of accrued excise tax that had not been paid as of September
30, 2026. The table above includes shares repurchased related
to ASR agreements settled in the nine months ended
September 30, 2026 described below.
In January 2026, we entered into a variable notional ASR
agreement and paid an upfront maximum of $300 million in
exchange for an initial delivery of shares of common stock.
Upon final settlement in February 2026, we received the
remaining shares for a total of 3,142,730 shares plus $15
million cash reflecting the difference between the
prepayment and final notional amount.
In July 2026, we entered into a variable notional ASR
agreement and paid an upfront maximum of $250 million in
exchange for an initial delivery of shares of common stock.
Upon final settlement in September 2026, we received the
remaining shares for a total of 2,175,752 shares plus $48
million cash reflecting the difference between the
prepayment and final notional amount.
In October 2026, we entered into a variable notional ASR
agreement, for which we paid the maximum notional amount
of $385 million to a third-party financial institution in
exchange for an initial delivery of shares of common stock.
The final notional amount is subject to a minimum and
maximum and will depend on the price of our shares of
common stock during the term of the ASR. The final
settlement of the ASR agreement is expected to be completed
in the fourth quarter of 2026.
Under ASR agreements, we make payments to our
counterparties and receive an initial delivery of shares of
common stock. The final number of shares to be repurchased
is based on the volume-weighted average price of Nasdaq's
common stock during the term of the ASR agreement, less a
discount and subject to adjustments pursuant to the terms of
the ASR agreement. At settlement, our counterparty may be
required to deliver additional shares of common stock to us
or, under certain circumstances, we may be required to
deliver shares of our common stock or may elect to make a
cash payment to our counterparty. Receiving our shares of
common stock, during initial delivery and the final receipt of
shares upon settlement of the ASR agreements, results in an
immediate reduction of the outstanding shares used to
calculate the weighted-average common shares outstanding
for basic and diluted earnings per share.
Preferred Stock
Our certificate of incorporation authorizes the issuance of
30,000,000 shares of preferred stock, par value $0.01 per
share, issuable from time to time in one or more series. As of
September 30, 2026 and December 31, 2025, no shares of
preferred stock were issued or outstanding.
Cash Dividends on Common Stock
During the nine months ended September 30, 2026, our board
of directors declared and paid the following cash dividends:
Declaration
Date
Dividend Per
Common
Share
Record Date
Total
Amount
Paid
Payment Date
 
 
 
(in millions)
 
January 28,
2026
$0.27
March 16,
2026
$153
March 30,
2026
April 23,
2026
0.31
June 12,
2026
174
June 26,
2026
July 22,
2026
0.31
September
11, 2026
173
September
25, 2026
$500
The total amount paid of $500 million was recorded in
retained earnings in the Condensed Consolidated Balance
Sheets at September 30, 2026.
In October 2026, the board of directors approved a regular
quarterly cash dividend of $0.31 per share on our outstanding
common stock. The dividend is payable on December 18,
2026 to shareholders of record at the close of business on
December 4, 2026. The estimated aggregate payment of this
dividend is $173 million. Future declarations of quarterly
dividends and the establishment of future record and payment
dates are subject to approval by the board of directors.
The board of directors maintains a dividend policy with the
intention to provide shareholders with regular and increasing
dividends as earnings and cash flows increase.