NDAQ

EX-99.1

2 earningsrelease2q26ex-991.htm

EX-99.1

EarningsRelease 2Q26 (EX-99.1)

1

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

EX-99.1

2 d148002dex991.htm

EX-99.1

EX-99.1

Exhibit 99.1

Nasdaq Reports First Quarter 2026 Results; Strong Execution Drives Double-Digit Net Revenue Growth Across All Divisions

NEW YORK, April 23, 2026 – Nasdaq, Inc. (Nasdaq: NDAQ) today reported financial results for the first quarter of 2026.

•

First quarter 2026 net revenue1 was $1.4 billion, an increase of 14% over the first quarter of 2025, or 13% on an organic2 basis. Solutions revenue3 grew 14% on both a reported and organic basis.

•

Annualized Recurring Revenue (ARR)3,4 of $3.2 billion increased 13% on a reported basis over the first quarter of 2025, or 12% on an organic basis. Annualized SaaS revenue increased 13%, or 16% on an organic basis, and represented 38% of ARR.

•

Financial Technology revenue was $517 million, an increase of 20% over the first quarter of 2025, or 18% on an organic basis.

•

Index revenue of $220 million grew 14% on both a reported and organic basis over the first quarter of 2025, with $79 billion of net inflows over the trailing twelve months, including $6 billion in the first quarter of 2026.

•

GAAP diluted earnings per share in the first quarter of 2026 was $0.91, an increase of 33% over the first quarter of 2025. Non-GAAP5 diluted earnings per share in the first quarter of 2026 was $0.96, an increase of 22% over the first quarter of 2025, or 21% on an organic basis.

•

In the first quarter of 2026, the company returned $153 million to shareholders through dividends and $548 million through repurchases of common stock.

First Quarter 2026 Highlights

(US$ millions, except per share)

1Q26

YoY change %

Organic YoY change %

Solutions Revenue

$ 1,082

14 %

14 %

Market Services net revenue

$ 317

13 %

10 %

Net revenue

$ 1,407

14 %

13 %

GAAP operating income

$ 657

20 %

Non-GAAP operating income

$ 799

17 %

17 %

ARR

$ 3,188

13 %

12 %

GAAP diluted EPS

$ 0.91

33 %

Non-GAAP diluted EPS

$ 0.96

22 %

21 %

Adena Friedman, Chair and CEO said, “Nasdaq delivered one of the strongest starts to the year in our company’s history with broad-based growth across all three divisions. Our clients are increasingly turning to Nasdaq as a trusted transformation partner to modernize their core infrastructure, manage risk and increasing complexity, adapt to the evolution of capital markets, and integrate AI to drive greater efficiency in their operations.

As we execute against our strategic priorities of Expand, Evolve, and Transform, we are well positioned to deliver increasing value to our clients and shareholders.”

Sarah Youngwood, Executive Vice President and CFO said, “Nasdaq delivered exceptional first quarter performance with double-digit growth across our three divisions and particular strength in Financial Technology. The mission critical nature of our solutions combined with our execution excellence is helping Nasdaq deliver operating leverage with strong earnings growth.

Nasdaq’s robust cash flow generation enabled the company to return over $700 million to shareholders in the quarter, including nearly $550 million of share repurchases, while reducing leverage and investing for long-term growth.”

FINANCIAL REVIEW

•

First quarter 2026 net revenue was $1.4 billion, reflecting 14% growth versus the prior year period. Organic net revenue growth was 13%.

•

Solutions revenue was $1.1 billion in the first quarter of 2026, up 14% on both a reported and organic basis versus the prior year period, reflecting strong growth across Financial Technology and Capital Access Platforms. Financial Technology revenue growth was 20% year-over-year, or 18% on an organic basis, and Capital Access Platforms revenue growth was 11% year-over-year on a reported basis, or 10% on an organic basis.

•

ARR was $3.2 billion as of the first quarter of 2026, growing 13% year-over-year on a reported basis, or 12% year-over-year on an organic basis. Financial Technology ARR growth was 18%, or 16% on an organic basis, and Capital Access Platforms ARR growth was 9%, or 7% on an organic basis.

•

Market Services net revenue was $317 million in the first quarter of 2026, up 13% versus the prior year period, or 10% on an organic basis.

•

First quarter 2026 GAAP operating expenses were $750 million, an increase of 9% versus the prior year quarter. The increase in the first quarter was primarily due to higher compensation and benefits costs and increased general and administrative expenses, partially offset by lower merger and strategic initiatives expense and regulatory expense.

•

First quarter 2026 non-GAAP operating expenses were $608 million, an increase of 10% versus the prior year quarter, or 8% on an organic basis. The organic increase in the quarter reflects higher compensation and benefits costs and increased investments in people and technology to drive long-term growth, partially offset by lower regulatory expense.

•

Cash flow from operations was $689 million in the first quarter, enabling the return of capital

8-K

false 0001120193 0001120193 2026-01-29 2026-01-29 0001120193 ndaq:CommonStock.01parvaluepershareMember 2026-01-29 2026-01-29 0001120193 ndaq:FourPointFiveZeroZeroSeniorNotesDue2032Member 2026-01-29 2026-01-29 0001120193 ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Member 2026-01-29 2026-01-29 0001120193 ndaq:ZeroPointEightSevenFivePercentSeniorNotesDue2030Member 2026-01-29 2026-01-29 0001120193 ndaq:OnePointSevenFivePercentSeniorNotesDue2029Member 2026-01-29 2026-01-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2026

Nasdaq, Inc. (Exact name of registrant as specified in its charter)

Delaware

001-38855

52-1165937

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York

10036

(Address of principal executive offices)

(Zip code) Registrant’s telephone number, including area code: +1 212 401 8700 No change since last report (Former Name or Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

NDAQ

The Nasdaq Stock Market

4.500% Senior Notes due 2032

NDAQ32

The Nasdaq Stock Market

0.900% Senior Notes due 2033

NDAQ33

The Nasdaq Stock Market

0.875% Senior Notes due 2030

NDAQ30

The Nasdaq Stock Market

1.75% Senior Notes due 2029

NDAQ29

The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 29, 2026, Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the fourth quarter and full fiscal year of 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 29, 2026, Nasdaq posted slides to be used in its earnings presentation for the fourth quarter and full fiscal year of 2025 on its website at http://ir.nasdaq.com.

Item 8.01. Other Events.

On January 29, 2026, Nasdaq issued a press release announcing the declaration of a quarterly cash dividend. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Press release dated January 29, 2026 relating to financial results for the fourth quarter and full fiscal year of 2025.

99.2

Press release dated January 29, 2026 relating to the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

The information set forth under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure” is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 29, 2026

NASDAQ, INC.

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Executive Vice President and Chief Legal Officer