NDAQ Nasdaq, Inc. 10-Q 2026-09-30 section summaries

Nasdaq (NDAQ) — Q3 and nine months ended September 30, 2026

Consolidated results

Revenue increased 20.9% in Q3 and 14.4% in 9M. Revenue less transaction-based expenses grew about 12.6% and 13.8%, respectively. Q3 operating income rose 24.9%; 9M operating income rose 23.4%. Q3 interest expense was $86 million versus $87 million; 9M interest expense was $259 million versus $279 million.

Segments and selected revenue lines

Market Services revenue growth accelerated to 26.3% in Q3, while its operating income declined; for 9M, revenue was $3.640 billion versus $3.208 billion (+13.5%) and operating income was $607 million versus $564 million (+7.6%). Capital Access Platforms’ 9M revenue was $1.820 billion versus $1.552 billion; Financial Technology’s was $1.585 billion versus $1.352 billion. Corporate items include acquired-intangible amortization, strategic initiative and restructuring costs, legal matters, and divestiture-related expenses.

Cash flow, capital returns and shares

Nasdaq repurchased $1.226 billion of common stock during 9M 2026 (13.961 million shares, average $87.82 per share), versus $330 million in 9M 2025, and paid $500 million of dividends versus $448 million. The board increased repurchase authorization to $3.0 billion; $2.2 billion remained at September 30. Shares outstanding fell to 558.441 million from 569.894 million at December 31, 2025. Nasdaq also began an additional ASR of up to $385 million in October. An October-approved $0.31-per-share dividend was estimated at $173 million, payable in December.

Balance sheet and debt

Net intangible assets comprised $4.899 billion of finite-lived assets—technology ($549 million), customer relationships ($4.061 billion), and trade names and other ($352 million), before a $48 million adverse currency adjustment—and $1.207 billion of indefinite-lived assets, including exchange and clearing registrations ($1.257 billion), trade names ($121 million), licenses ($52 million), and a $221 million adverse currency adjustment. A $20 million Q2 impairment primarily related to the Nordic power-futures wind-down. Goodwill declined principally because of $194 million of adverse foreign-currency translation; no goodwill impairment was recorded. Tangible equity, calculated as equity less goodwill and other intangible assets, was approximately negative $8.350 billion, versus negative $8.650 billion at year-end.

Debt carrying value included $269 million of commercial paper and $8.471 billion of long-term debt. The amended revolving facility has $1.50 billion of capacity, matures June 30, 2031, and was undrawn at quarter-end; Nasdaq was in compliance with its debt covenants. The facility may be expanded by up to $1.0 billion subject to conditions. European subsidiary facilities provided $192 million of unused liquidity. Fair value of remaining debt obligations was $7.8 billion, down from $8.6 billion at year-end.

Contracted revenue, portfolio and risks

Deferred revenue rose to $910 million from $873 million. Nasdaq expects to recognize $428 million in the remainder of 2026 and $406 million in 2027. Remaining transaction price for certain contracts longer than one year was $3.631 billion: $895 million Financial Crime Management Technology, $1.037 billion Regulatory Technology, $1.363 billion Capital Markets Technology, and $336 million Workflow & Insights.

Nasdaq acquired Dasseti in September for integration into Workflow & Insights and acquired the remaining LeveL Markets interests in October for integration into its Digital Liquidity Networks organization. It sold Nasdaq Fund Secondaries and the Metrio platform in 2026, and is winding down its sustainability advisory business through 2027. The Nordic power-futures business transfer generated an $88 million incremental gain, net of costs to sell; further wind-down and regulatory-capital release are expected. Nasdaq invested $100 million in Payward preferred stock in September; its Level 3 fair value was unchanged at quarter-end, with future changes affecting other income or loss.

The European Commission is investigating potential coordination between Nasdaq and Deutsche Börse in EEA derivatives markets, as well as a historical Nordic derivatives arrangement involving Eurex. Nasdaq is cooperating but cannot predict outcomes, duration, fines, or remedies. Higher Q3 and 9M effective tax rates (22.9% versus 20.0% and 18.9%, respectively) mainly reflect prior-year tax credits and favorable tax items. Nasdaq reported no customer representing 10% or more of revenue.

Nasdaq (NDAQ) — Q3 and nine months ended September 30, 2026

Consolidated results

Revenue less transaction-based expenses grew 12.6% in Q3 and 13.8% for 9M. Operating income increased 24.9% and 23.5%, respectively; GAAP net income rose 27.8% and 23.4%. Higher tax provisions contributed to effective tax rates of 22.9% in both periods, versus 20.0% in Q3 2025 and 18.9% for 9M 2025. Lower net interest expense reflected debt reduction after repayment of the 2025 Notes and partial repurchases of senior unsecured notes in 2025. Non-GAAP results exclude items including acquired-intangible amortization, strategic and restructuring costs, divestiture gains and losses, equity-method income, and certain legal, regulatory and tax items.

Segment and product revenue

Capital Access Platforms revenue grew 20.2%, including 38.9% growth in Index; segment ARR was $1.411 billion versus $1.303 billion. Financial Technology revenue grew 15.8%, with double-digit growth in each subdivision for a third consecutive quarter; segment ARR growth was 18%. Market Services gross revenue rose 26.2%, but net revenue increased only 1.9%, reflecting transaction-related pass-throughs and differing product trends. For 9M, Market Services gross revenue was $3.640 billion versus $3.208 billion, while net revenue was $965 million versus $890 million.

Market results reflected higher trading activity but mixed capture and share. U.S. options industry average daily volume increased to 63.8 million from 55.8 million, while Nasdaq matched share edged down to 28.1% from 28.5%; lower capture drove the decline in Q3 net U.S. equity-derivative revenue. Cash-equity net revenue increased despite lower U.S. industry volume and gross capture, supported by higher U.S. matched share and European activity. Section 31 fees are passed through and offset by transaction-based expenses, so fee-rate changes do not affect net revenue.

Operating metrics

Nasdaq raised $32 billion through Q3 listings, captured 8 of the 10 largest operating-company IPOs and reported a 79% quarterly win rate. Index-tracking ETP assets under management reached a record $1.160 trillion at quarter-end, with record quarterly average AUM of $1.108 trillion; Nasdaq launched 32 Index products. Financial Technology added 54 clients, 5 cross-sells and 135 upsells during Q3.

Expenses, cash flow and liquidity

Operating expenses increased 2.7% in Q3 and 6.1% for 9M. Compensation costs rose with higher incentive compensation; other pressures included cloud and software investment, colocation expansion, legal costs and marketing, partly offset by lower CAT operating costs and reduced restructuring expense. Q3 general and administrative expense benefited from a favorable legal settlement. Headcount was 9,593 at September 30, 2026, compared with 9,625 a year earlier.

Nine-month operating cash flow increased $291 million, reflecting higher net income and related adjustments, partly offset by working-capital changes. Financing cash use increased, including higher repurchases and dividends; customer-fund flows were a significant component but do not affect Nasdaq’s cash balances. Property and equipment purchases were $22 million for 9M. Cash and restricted cash declined partly as regulatory capital moved into short-term investments; receivables and deferred revenue also reflected Section 31 fees, AUM and billing timing. Of cash at September 30, $208 million was outside the U.S. and $157 million was in the U.S.

Capital, risks and outlook

Nasdaq’s weighted-average interest rate on debt obligations was approximately 3.7%. In June 2026, it increased its revolving-credit-facility capacity from $1.25 billion to $1.50 billion and extended maturity to June 30, 2031; it reported compliance with all debt covenants. Required regulatory capital included $104 million for Nasdaq Clearing, $40 million for Nordic and Baltic trading venues, and $13 million for other regulated businesses; broker-dealer subsidiaries had $14 million of excess capital.

Management described funding costs and availability as healthy and plans to balance internal investment, debt repayment, dividends, repurchases and potential acquisitions. Liquidity depends on operating performance and may be affected by regulatory or working-capital needs and access to external funding. Results are also sensitive to market volumes, capture rates, interest rates, economic conditions, currency movements, regulation and geopolitical events. Nasdaq divested its Nordic power futures business and recorded related intangible impairment; it is winding down its sustainability advisory business.

Market risk and foreign-exchange exposure

As of September 30, 2026, Nasdaq’s investment portfolio consisted primarily of highly rated European government debt securities with fixed interest rates. A hypothetical immediate 100-basis-point rate increase would not materially affect the financial statements. Most debt is fixed-rate; variable-rate exposure comes from the 2026 Revolving Credit Facility and commercial paper. Commercial paper outstanding was $269 million; a 100-basis-point increase in its rate would not have a material financial-statement impact. Rates on certain note tranches may adjust if Nasdaq’s debt rating falls below investment grade.

The table shows the estimated adverse effect of a 10% currency move, excluding hedging impacts. Currency impacts should be considered individually, not added together, because exchange rates may be correlated. Negative foreign-currency operating-income shares reflect expense exposure.

Transactional exposure is primarily to the euro and Swedish krona. Nasdaq uses foreign-exchange contracts to hedge forecasted revenues and expenses, with maturities up to 18 months; cash-flow hedge fair value was not material at September 30, 2026. Euro Notes and foreign-exchange contracts also hedge certain foreign net investments. Those contracts have maturities up to eight years, and accumulated hedge gains or losses generally remain in other comprehensive loss until the foreign operations are sold or substantially liquidated.

Swedish-krona net assets totaled $3.053 billion, including $2.290 billion of goodwill and $459 million of net intangible assets.

Credit and clearing risks

Nasdaq is exposed to counterparty, customer, clearing-agent and receivable credit risk. Nasdaq Execution Services may face short-term counterparty default risk between routing a trade and NSCC’s acceptance for novation, and Nasdaq has NSCC membership obligations independent of that arrangement. Nasdaq may incur losses if counterparties or clearing agents fail to pay or deliver securities; adverse security-price movements can increase exposure. Customers cannot trade on margin, while NSCC credit limits and capital-deposit requirements help mitigate risk. Nasdaq reports no historical liability from a customer failing to meet obligations on a system trade, though insolvency or perceived distress at a major market participant could disrupt markets more broadly.

Nasdaq Clearing holds material cash deposits from clearing members, prioritizing capital preservation and liquidity over yield. Members may receive interest at prevailing rates less a spread, so returns can be reduced or negative. Safeguards include central-bank deposits where available, highly rated counterparties and government securities, short-term investments, and close liquidity monitoring. Short maturities and limits on eligible sovereign, government-agency and multilateral-development-bank securities help manage interest-rate and issuer risk.

Controls and Procedures

As of September 30, 2026, Nasdaq’s CEO and CFO concluded that its disclosure controls and procedures were effective. No changes during the quarter ended September 30, 2026 materially affected, or were reasonably likely to materially affect, internal control over financial reporting.

The company directs investors to the risk factors in its most recent Form 10-K, which could materially and adversely affect its business, financial condition, and results of operations. It also cautions that other risks may exist that are not currently known or considered material.

In Q3 2026, no directors or officers adopted, terminated, or modified a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement, except Nasdaq Chair and CEO Adena T. Friedman. On September 13, 2026, Friedman adopted a Rule 10b5-1 plan to sell up to 100,000 Nasdaq shares during 2027, beginning as early as January 4 and expiring December 31. The plan is intended for financial diversification and tax planning. Even if all planned sales occur, she expects to continue meeting Nasdaq’s executive stock ownership guidelines and retain a significant stake. Friedman said she remains confident in Nasdaq’s prospects. She also expects to donate some shares in 2027 to charitable organizations and/or a donor-advised fund.

This section reports no financial results or other material business developments.