Nasdaq, Inc. 8-K
EarningsGuidance raisedLegal / investigation
Slower Market Services growth tempered Solutions gains; FY2026 expense outlook raised amid higher compensation and technology spending
Filed 2026-10-22 07:26 ET
- 2.02 Results of Operations
- 7.01 Regulation FD Disclosure
- 8.01 Other Events
- 9.01 Financial Statements and Exhibits
Summary
Q3 2026 results, an FY2026 expense-guidance update and a quarterly dividend declaration.
Net revenue growth slowed to +13% Y/Y from +16% in Q2, as growth in Solutions was partly offset by slower growth in Market Services. Nasdaq raised its FY2026 non-GAAP operating expense outlook and reaffirmed its non-GAAP tax-rate outlook.
Developments
- Financial Technology signed 54 new clients and 135 upsells; cloud-based solutions accounted for 85% of ACV bookings. More than 850 clients were using Nasdaq Verafin’s Agentic AI Workforce, and two new AI workers became generally available.
- Index net inflows reached a record $141B over the trailing 12 months, including $49B in Q3; period-end exchange-traded product assets under management tracking Nasdaq indexes reached a record $1.16T.
- Nasdaq formed Digital Liquidity Networks and acquired LeveL Markets, the third-largest U.S. alternative trading system by trading volume, with more than 2,500 buy-side and sell-side clients. The acquisition closed early in Q4 and expands Nasdaq’s off-exchange liquidity and execution capabilities.
- Nasdaq reported 8 of the 10 largest operating-company IPOs in Q3, with a 79% win rate for new operating-company listings. The Nasdaq Stock Market is on track to begin 23/5 trading on 12/06/2026.
Results with guidance
| Metric | FY2026 guide |
|---|---|
| Non-GAAP operating expenses (non-GAAP) | $2.55B-$2.58Braised from $2.53B-$2.57B |
| Non-GAAP tax rate (non-GAAP) | 22.5%-24.5%reaffirmed from 22.5%-24.5% |
Results without guidance
| Metric | Q3 2026 | Change | 9M 2026 |
|---|---|---|---|
| Revenue | $1.48B | +13% Y/Y, -42% Q/Q | $4.39B+14% Y/Y |
| Operating income | $732M | +25% Y/Y, +2.8% Q/Q | $2.10B+23% Y/Y |
| Non-GAAP operating income (non-GAAP) | $843M | +15% Y/Y, -1.9% Q/Q | — |
| Net income | $540M | +28% Y/Y, +6.5% Q/Q | $1.57B+23% Y/Y |
| Diluted EPS | $0.96 | +31% Y/Y, +7.9% Q/Q | $2.76+26% Y/Y |
| Non-GAAP diluted EPS (non-GAAP) | $1.04 | +18% Y/Y, -2.8% Q/Q | — |
| Cash and cash equivalents | $365M | -30% Q/Q | — |
| Diluted shares | 563M | -2.7% Y/Y, -0.8% Q/Q | 568M-2.0% Y/Y |
What moved the numbers
- Net revenue drivers: Solutions revenue was $1.17B, up 17% Y/Y, including Capital Access Platforms revenue of $641M, up 20%, and Financial Technology revenue of $529M, up 16%. Market Services net revenue was $309M, up 2%.
- Index revenue was $286M, up 39% Y/Y. Financial Technology revenue included $103M from Financial Crime Management Technology, up 23%; $123M from Regulatory Technology, up 13%; and $303M from Capital Markets Technology, up 15%.
- Non-GAAP operating expenses were $638M, up 9% Y/Y, primarily reflecting higher compensation and benefits and technology investment. GAAP operating expenses were $749M, up 3%; lower general and administrative expenses, including a favorable legal settlement, and lower restructuring charges partly offset the increase.
- Operating cash flow was $521M. Nasdaq returned $173M through dividends and $323M through share repurchases in Q3; $2.2B remained under its authorized repurchase program at 9/30/2026. The declared quarterly dividend is $0.31 per share, payable 12/18/2026 to holders of record 12/04/2026.
- Amortization of acquired intangible assets, the largest listed non-GAAP adjustment, was $121M in Q3.
Figures extracted from the filings and checked against their text; changes and verdicts computed from them.
The summary is written by an AI model reading the filing.
Model 005 · prompt v189 · 2026-11-06 15:59:12Z