NDAQ Nasdaq, Inc. 10-Q 2026-06-30 section summaries

Nasdaq, Inc. — Q2 and H1 2026

Consolidated results

Revenue grew 20.5% in Q2 and 11.3% in H1; revenue less transaction-based expenses increased 14.9% and 14.4%, respectively. Operating income rose 25.4% in Q2 and 22.8% in H1. H1 operating expenses were $1.539B versus $1.428B. H1 2025 included an $89M net gain on divestitures, while H1 2026 included $50M of income from unconsolidated investees. Interest expense declined to $172M in H1 from $192M (Q2: $86M from $95M). Higher earnings and lower diluted weighted-average shares—567.750M versus 578.981M in Q2 and 569.741M versus 579.479M in H1—contributed to EPS growth.

Q2 segment results

Market Services revenue includes transaction-based expenses shown above. Corporate includes acquired-intangible amortization, strategic initiative and integration costs, restructuring, and legal, regulatory and divestiture-related expenses; these items are excluded from the segment profitability measure used by the CODM.

Cash flow, balance sheet and capital

Goodwill declined solely from $126M of foreign-currency translation; no goodwill or indefinite-lived intangible impairment was recorded. Finite-lived intangible amortization was $243M in H1, unchanged year over year. Nasdaq repurchased 10.393M shares for $903M in H1, at an average $86.91 per share, and paid $327M in dividends. The board raised the repurchase authorization to $3.0B, with $2.5B remaining at June 30. A $250M accelerated repurchase agreement was entered into in July. Cash, cash equivalents and restricted cash fell $3.134B in H1, from $3.934B to $800M, reflecting the reduction in clearing-related balances as well as financing activity.

Nasdaq’s $8.761B of debt obligations included $431M of short-term debt and $8.492B of long-term debt; commercial paper outstanding was $269M. In June, it expanded its undrawn revolving credit facility from $1.25B to $1.50B and extended maturity to June 30, 2031. Nasdaq was in compliance with debt covenants.

Contracted revenue, clearing and business developments

Deferred revenue was $1.020B at June 30, up from $873M at year-end. Nasdaq expects to recognize $755M during the remainder of 2026, $201M in 2027 and $64M thereafter. Additional unsatisfied performance obligations on contracts longer than one year totaled $3.614B: $873M in Financial Crime Management Technology, $1.014B in Regulatory Technology, $1.377B in Capital Markets Technology and $350M in Workflow & Insights.

Nasdaq completed the transfer of open positions in its Nordic power futures business in Q1, generating an $88M gain net of costs to sell; it received additional consideration in April. It ceased related commodities clearing and trading services in June and expects to wind down operations through the rest of 2026. Further consideration may be received in 2027, and regulatory capital is expected to be released over time. The wind-down led to a $20M intangible-asset impairment in Q2. Nasdaq Clearing continues to clear equity and fixed-income derivatives and resale/repurchase transactions.

Clearing members provided $7.885B of default-fund and margin collateral at June 30, including $2.323B cash recorded as both an asset and liability; the remainder was pledged non-cash collateral. Nasdaq had $131M of committed capital for the clearing liability waterfall and regulatory capital, and could assess non-defaulting members up to 230% of their aggregate financial default-fund contributions. The Nordic business transfer and currency effects contributed to the decline in invested cash contributions from $5.842B at year-end.

Other material items and risks

The Adenza restructuring program incurred cumulative costs of $139M, while management reported more than $160M of net expense synergies actioned. All program actions were completed by year-end 2025, and all costs had been incurred by June 30, 2026.

The H1 effective tax rate rose to 22.9% from 18.3% (Q2: 22.4% from 17.5%), reflecting prior-year tax benefits, including a favorable audit settlement. In November 2025, the European Commission opened a formal antitrust investigation into Nasdaq and Deutsche Börse’s derivatives activities in the EEA; the timing, outcome and any potential fines or remedies remain uncertain.

Nasdaq reported 5,768 companies listed across its U.S., Nordic, Baltic and First North exchanges; U.S. market capitalization was approximately $45.7T. Its Verafin platform served more than 2,800 financial institutions. In July, Nasdaq agreed to acquire AI due-diligence platform Dasseti for eVestment and to sell Nasdaq Fund Secondaries to Nasdaq Private Market; neither transaction was expected to materially affect results.

Nasdaq — Q2 and H1 2026

Market activity and higher index assets supported strong Q2 growth, alongside continued expansion in recurring technology businesses. The results also reflect higher operating costs, especially compensation, technology and data-center investment. Trading revenue remains sensitive to market volumes, share and capture rates, and rebates.

Consolidated results

Q2 revenue less transaction-based expenses grew 14.9%; H1 grew 14.4%. GAAP earnings increased alongside operating income, while lower diluted weighted-average shares also contributed to EPS growth. Non-GAAP adjustments principally included acquired-intangible amortization, strategic-initiative and restructuring costs, divestiture gains, equity-method earnings, legal and regulatory matters, and investment gains or losses.

Segment and business-line revenue

Index growth reflected higher average exchange-traded product (ETP) assets, volume-based revenue and a $6 million one-time contract-modification benefit. Nasdaq indices’ ETP assets under management were $1.114 trillion at quarter-end, versus $745 billion a year earlier; quarterly average assets were $1.014 trillion versus $663 billion. Trailing-12-month index net inflows reached $109 billion, including $51 billion in Q2. Capital Access Platforms annual recurring revenue (ARR) was $1.388 billion, versus $1.286 billion.

All three Financial Technology subdivisions delivered double-digit growth for a second consecutive quarter; segment ARR grew 16%. Growth reflected subscription revenue from new and existing clients, pricing, data-center expansion and higher Calypso upfront license revenue, partly offset by lower professional-services revenue. Nasdaq signed 58 new clients, 7 cross-sells and 107 upsells in Q2.

Market Services growth benefited from higher trading volumes and cash-equity matched share, partly offset in options by lower capture. U.S. options industry average daily volume rose to 66.5 million contracts from 52.5 million, while Nasdaq exchanges’ matched share was 29.1% versus 29.4%. U.S.-listed securities industry average daily share volume increased to 20.2 billion from 18.4 billion; Nasdaq exchanges’ matched share rose to 14.7% from 13.9%, while total market share including FINRA/Nasdaq Trade Reporting Facility activity was 61.1% versus 61.6%. Higher volumes and matched share also increased rebate expense. U.S. Tape plans declined on lower audit revenue; the prior-year comparison included an industry-wide adjustment. “Other” growth primarily reflected Nordic fixed-income revenue.

Expenses, non-operating items and capital

Compensation and benefits were $383 million in Q2 and $739 million in H1, up 8.8% and 8.6%, respectively, reflecting higher headcount and performance-based incentives. Headcount was 9,630 at June 30, 2026, versus 9,492 a year earlier. Technology and communications costs increased with technology investment, cloud initiatives and software licensing; occupancy costs rose with colocation data-center expansion. Marketing expense rose amid a stronger IPO environment, while regulatory expense fell primarily due to lower CAT operating costs. Restructuring charges increased, principally from consulting and other services related to the Adenza restructuring program.

Net interest expense declined to $78 million in Q2 from $83 million and to $159 million in H1 from $168 million. Lower interest expense reflected repayment of 2025 Notes and partial senior-note repurchases during 2025; lower average cash balances reduced interest income. H1 included a $39 million net divestiture gain, primarily related to Nordic power futures. The income-tax provision was $146 million in Q2 versus $96 million, and $305 million in H1 versus $190 million; effective tax rates were 22.4% versus 17.5% and 22.9% versus 18.3%, respectively.

Cash flow and liquidity

Operating cash flow was down $9 million, as working-capital changes and higher divestiture gains partly offset higher net income and other adjustments. Investing cash flow increased: additional proceeds from customer default-fund and margin-deposit investments and divestitures were partly offset by higher securities purchases—primarily longer-term regulatory-capital investments—and property-and-equipment purchases. Customer-fund investment flows do not affect Nasdaq’s cash balances. Financing outflow increased primarily due to greater customer-fund flows, share repurchases and dividends, partly offset by net commercial-paper issuance and lower debt repayment.

Cash and cash equivalents were $520 million at June 30, 2026, versus $604 million at December 31, 2025; working capital declined to $28 million from $42 million. Restricted cash and cash equivalents decreased to $26 million from $210 million as regulatory capital shifted into financial investments, which rose to $198 million from $28 million. Nasdaq said cash, operating cash flow, borrowing capacity, its revolving facility and commercial-paper program support obligations, investment and shareholder returns.

In June 2026, Nasdaq amended and restated its $1.25 billion five-year revolver, extending maturity to June 30, 2031 and increasing capacity to $1.50 billion. Debt’s weighted-average interest rate was approximately 3.7% in H1, and Nasdaq reported compliance with all debt covenants at June 30. Regulatory capital requirements included $131 million for Nasdaq Clearing, $41 million for Nordic and Baltic trading venues, and $13 million for other regulated businesses. Broker-dealer subsidiaries had $18 million of combined excess capital against $1 million of combined minimum net-capital requirements.

Listings and risks

Nasdaq’s U.S. listings franchise added 26 operating-company IPOs in Q2, raising more than $105 billion; seven of the 10 largest U.S.-exchange operating-company IPOs joined Nasdaq, including SpaceX’s $86 billion offering. Nasdaq reported a 74% win rate among eligible U.S. operating companies, direct listings and SPAC business combinations. The Nasdaq Stock Market had 4,659 listed companies versus 4,238, including 1,243 ETPs versus 914. Nasdaq launched 34 index products during the quarter.

Results remain exposed to economic and geopolitical conditions, interest rates, inflation, tariffs, regulation, volatility and investment patterns. Higher U.S. trading volumes, index valuations and an improving IPO environment supported performance; weaker markets or recession could reduce activity. Dividends declared per share were $0.31 in Q2 versus $0.27 and $0.58 in H1 versus $0.51.

Market and financial risks (June 30, 2026)

Interest-rate risk

Nasdaq’s investment portfolio consists primarily of highly rated, fixed-rate European government debt. A uniform 100-basis-point increase in rates would not materially affect the financial statements. The principal variable-rate exposures are the 2026 Revolving Credit Facility and commercial paper; $269 million of commercial paper was outstanding, and a 100-basis-point increase would not have a material financial-statement impact. Rates on certain note tranches may adjust if Nasdaq is downgraded below investment grade.

Foreign-exchange operating exposure

The following estimates show the impact of a 10% adverse currency movement, excluding hedging offsets. Currency exposures are intended to be considered individually, not summed, because some currencies are correlated. Dollar amounts are in millions.

Foreign currencies’ shares of revenue less transaction-based expenses were, for Q2 and H1 respectively: euro 8.3% and 7.7%; Swedish krona 3.3% and 3.5%; Canadian dollar 0.7% and 0.7%; and other foreign currencies 3.1% and 3.5%. Their respective shares of operating income were euro 12.3% and 10.9%, Swedish krona (2.4)% and (2.0)%, Canadian dollar (5.4)% and (5.5)%, and other foreign currencies (7.8)% and (7.1)%. The U.S. dollar represented 84.6% of revenue less transaction-based expenses in both periods and 103.3% in Q2 and 103.7% in H1 of operating income.

Nasdaq uses foreign-exchange cash-flow hedges for a portion of forecast foreign-currency revenues and expenses, with maturities of up to 18 months; their fair value was not material at June 30, 2026. It also hedges portions of its net investments in foreign subsidiaries using Euro Notes and foreign-exchange contracts with maturities of up to eight years. Related gains and losses are generally recorded in accumulated other comprehensive loss until disposal or substantial liquidation of the subsidiaries.

Foreign net-asset exposure

Swedish-krona net assets included $2.362 billion of goodwill and $477 million of net intangible assets.

Credit, clearing and deposit risks

Nasdaq is exposed to credit risk from counterparties, customers, clearing agents and clearinghouses. Nasdaq Execution Services may face short-term intraday exposure on routed cash-equity trades before NSCC novation and is contractually liable for losses if counterparties or clearing agents fail to pay or deliver securities. Customers cannot trade on margin; NSCC credit limits and capital-deposit requirements help mitigate exposure. Nasdaq reports no historical liability from a customer failing to meet obligations on a system trade, but notes that difficulties involving major or prominent market participants could disrupt markets. Billed transaction and subscription receivables are also exposed to credit losses.

Nasdaq Clearing holds material cash deposits from clearing members and prioritizes capital preservation and liquidity over yield; returns to members may be reduced or negative depending on market conditions. Risk controls include central-bank deposits where available, highly rated institutions and sovereign debt, short-term investments, close liquidity monitoring, and limits to high-quality issuers and collateral.

Disclosure Controls and Internal Control

Nasdaq’s CEO and CFO concluded that its disclosure controls and procedures were effective as of June 30, 2026. During the quarter ended June 30, 2026, no changes in internal control over financial reporting materially affected, or were reasonably likely to materially affect, those controls.

Nasdaq refers investors to the principal risk factors described in its latest Form 10-K. Those risks could materially and adversely affect the company’s business, financial condition, and operating results; risks that are currently unknown or considered immaterial could also have adverse effects.

During Q2 2026, no directors or officers adopted, terminated, or modified trading arrangements other than Jeremy Skule, Executive Vice President and Chief Strategy Officer and Executive Chair of Financial Crime Management Technology. On May 7, 2026, Skule adopted a Rule 10b5-1 plan intended to satisfy Rule 10b5-1(c)’s affirmative-defense conditions. The plan permits the sale of up to 18,000 Nasdaq common shares, subject to its conditions, and expires March 31, 2027. This section reports no financial results or other business developments.