10-Q – 2026-04-24 – ndaq-20260331.htm

purchases of securities, net of $158 million , primarily due to
more regulatory capital being invested in longer term
investments, purchases of property and equipment of $11
million and other investing activities of $6 million primarily
related to our corporate venture program. The movement in
our default funds and margin deposits has no impact on
Nasdaq's cash, cash equivalents, restricted cash or restricted
cash equivalents as it is held on behalf of our customers.
Net Cash Used in Financing Activities
Net cash used in financing activities increased in the first
quarter of 2026 compared with the same period in 2025
primarily driven by an increase in default funds and margin
deposits of $2,918 million , which does not impact Nasdaq's
cash, cash equivalents, restricted cash or restricted cash
equivalents as it relates to customer funds, increases in
repurchases of common stock of $433 million and an
increase in dividends paid of $15 million . These increases
were partially offset by a decrease in repayment of debt of
$257 million .
See “Default Fund Contributions and Margin Deposits” of
Note 14, “Clearing Operations,” for further discussion of
these balances.
See “Share Repurchase Program,” and “Cash Dividends on
Common Stock,” of Note 11, “Nasdaq Stockholders’
Equity,” to the condensed consolidated financial statements
for further discussion of our share repurchase program and
cash dividends declared and paid on our common stock.
Financial Investments
Our financial investments totaled $184 million as of March
31, 2026 and $28 million as of December 31, 2025 . Of these
securities, $168 million as of March 31, 2026 and $18
million as of December 31, 2025 are assets primarily utilized
to meet regulatory capital requirements, mainly for our
clearing operations at Nasdaq Clearing. See Restricted Cash
and Cash Equivalents above and Note 6, “Investments,” to
the condensed consolidated financial statements for further
discussion.
Regulatory Capital Requirements
Clearing Operations Regulatory Capital Requirements
We are required to maintain minimum levels of regulatory
capital for the clearing operations of Nasdaq Clearing. The
level of regulatory capital required to be maintained is
dependent upon many factors, including market conditions
and creditworthiness of the counterparty. As of March 31,
2026 , our required regulatory capital of $154 million was
primarily comprised of European government debt securities
that are included in financial investments in the Condensed
Consolidated Balance Sheets.
Broker-Dealer Net Capital Requirements
Our broker-dealer subsidiaries, Nasdaq Execution Services,
NFSTX, LLC, and Nasdaq Capital Markets Advisory, are
subject to regulatory requirements intended to ensure their
general financial soundness and liquidity. These requirements
obligate these subsidiaries to comply with minimum net
capital requirements. As of March 31, 2026 , the combined
required minimum net capital totaled $1 million and the
combined excess capital totaled $20 million , substantially all
of which is held in cash and cash equivalents in the
Condensed Consolidated Balance Sheets. The required
minimum net capital is included in restricted cash and cash
equivalents in the Condensed Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital
Requirements
The entities that operate trading venues in the Nordic and
Baltic countries are each subject to local regulations and are
required to maintain regulatory capital intended to ensure
their general financial soundness and liquidity. As of March
31, 2026 , our required regulatory capital of $46 million was
primarily invested in cash and cash equivalents, which is
included in restricted cash and cash equivalents in the
Condensed Consolidated Balance Sheets and European
government debt securities that are included in financial
investments in the Condensed Consolidated Balance Sheets.
Other Capital Requirements
We operate several other businesses which are subject to
local regulation and are required to maintain certain levels of
regulatory capital. As of March 31, 2026 , other required
regulatory capital of $14 million, primarily related to Nasdaq
Central Securities Depository, was primarily invested in
European government debt securities that are included in
financial investments in the Condensed Consolidated Balance
Sheets and cash and cash equivalents, which is included in
restricted cash and cash equivalents in the Condensed
Consolidated Balance Sheets.
Equity and dividends
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq
Stockholders’ Equity,” to the condensed consolidated
financial statements for further discussion of our share
repurchase program, including our ASR agreement.
Cash Dividends on Common Stock
The following table presents our quarterly cash dividends
paid per common share on our outstanding common stock:

2026

2025

First quarter

$ 0.27

$ 0.24

See “Cash Dividends on Common Stock,” of Note 11,
“Nasdaq Stockholders’ Equity,” to the condensed
consolidated financial statements for further discussion of the
dividends.

38

Debt Obligations
Our outstanding debt obligations, by contractual maturity, at March 31, 2026 are as follows (in U.S. Dollar millions):
n U.S. Notes  n Euro Notes  

As of and for the three months ended March 31, 2026 , the
weighted average interest rate on our debt obligations was
approximately 3.7% . This rate can fluctuate based on changes
in foreign currency exchange rates and changes in the amount
and duration of outstanding debt. See “Foreign Currency
Exchange Rate Risk” below for further discussion on
hedging associated with our Euro Notes. In addition to the
2022 Revolving Credit Facility, we also have other credit
facilities primarily to support our Nasdaq Clearing operations
in Europe, as well as to provide a cash pool credit line. These
European credit facilities, which are available in multiple
currencies, totaled $202 million as of March 31, 2026 and
$208 million as of December 31, 2025 in available liquidity,
none of which was utilized.
As of March 31, 2026 , we were in compliance with the
covenants of all of our debt obligations.
See Note 8, “Debt Obligations,” to the condensed
consolidated financial statements for further discussion of our
debt obligations.

Contractual Obligations and Contingent Commitments
Nasdaq had no significant changes to our contractual
obligations and contingent commitments from those
disclosed in “Part I. Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations”
in our Annual Report Form 10-K that was filed with the SEC
February 12, 2026.

OFF-BALANCE SHEET ARRANGEMENTS
For discussion of off-balance sheet arrangements see:
• Note 14, “Clearing Operations,” to the condensed
consolidated financial statements for further discussion of
our non-cash default fund contributions and margin
deposits received for clearing operations; and
• Note 17, “Commitments, Contingencies and Guarantees,”
to the condensed consolidated financial statements for
further discussion of:
◦ Guarantees issued and credit facilities available;
◦ Other guarantees; and
◦ Routing brokerage activities.

Item 3. Quantitative And Qualitative Disclosures About
Market Risk
As a result of our operating, investing and financing
activities, we are exposed to market risks such as interest rate
risk and foreign currency exchange rate risk. We are also
exposed to credit risk as a result of our normal business
activities.
We have implemented policies and procedures to measure,
manage, monitor and report risk exposures, which are
reviewed regularly by management and the board of
directors. We identify risk exposures and monitor and
manage such risks on a daily basis.

39

We perform sensitivity analyses to determine the effects of
market risk exposures. We may use derivative instruments
solely to hedge financial risks related to our financial
positions or risks that are incurred during the normal course
of business. We do not use derivative instruments for
speculative purposes.
Interest Rate Risk
We are subject to the risk of fluctuating interest rates in the
normal course of business. Our exposure to market risk for
changes in interest rates relates primarily to our financial
investments and debt obligations, which are discussed below.
All of our outstanding debt obligations are fixed-rate
obligations. We may enter into transactions that expose us to
interest rate risk, for which we may utilize interest rate
derivatives agreements to manage that risk.
Financial Investments
As of March 31, 2026 , our investment portfolio was
primarily comprised of highly rated European government
debt securities, which pay a fixed rate of interest. These
securities are subject to interest rate risk and the fair value of
these securities will decrease if market interest rates increase.
The impact of an immediate increase to market interest rates,
uniformly, by a hypothetical 100 basis points from levels as
of March 31, 2026 , would not have a material impact on our
financial statements.
Debt Obligations
As of March 31, 2026 , all of our outstanding debt obligations
are fixed-rate obligations. Interest rates on certain tranches of
notes are subject to adjustment to the extent our debt rating is
downgraded below investment grade, as further discussed in
Note 8, “Debt Obligations,” to the condensed consolidated
financial statements. While changes in interest rates will have
no impact on the interest we pay on fixed-rate obligations, we
are exposed to changes in interest rates as a result of the
borrowings under our 2022 Revolving Credit Facility, as this
facility has a variable interest rate. We may also be exposed
to changes in interest rates if there are amounts outstanding
from the sale of commercial paper under our commercial
paper program, which have variable interest rates. As of
March 31, 2026 , there were no outstanding borrowings under
our 2022 Revolving Credit Facility or commercial paper
program .
Foreign Currency Exchange Rate Risk
We are subject to foreign currency exchange rate risk. Our
primary transactional exposure to foreign currency
denominated revenues less transaction-based expenses and
operating income for the three months ended March 31, 2026
is presented in the following table. The table below does not
include the offsetting impact of our hedging programs.

Euro

Swedish
Krona

Canadian
Dollar

Other
Foreign
Currencies

U.S.
Dollar

(in millions, except currency rate)

Three Months Ended March 31, 2026

Average FX
rate to the
U.S. dollar

1.171

0.110

0.729

# 

N/A

Percentage of
revenues less
transaction-
based
expenses

7.2%

3.7%

0.7%

3.9%

84.5%

Percentage of
operating
income

9.2%

(1.5)%

(5.5)%

(6.3)%

104.1%

Impact of a
10% adverse
currency
fluctuation on
revenues less
transaction-
based
expenses

$(10)

$(5)

$(1)

$(5)

$—

Impact of a
10% adverse
currency
fluctuation on
operating
income

$(6)

$(1)

$(4)

$(4)

$—

__________
# Represents multiple foreign currency rates.
N/A Not applicable.
The adverse impacts shown in the table above should be
viewed individually by currency and not in aggregate, due to
the correlation between changes in exchange rates for certain
currencies.
We may use foreign exchange contracts to hedge a portion of
our forecasted foreign currency denominated revenues and
expenses in the normal course of business. We hedge these
cash flow exposures to reduce the risk that our earnings and
cash flows will be adversely affected by changes in exchange
rates. These foreign exchange contracts are carried at fair
value, with maturities that can range up to 18 months . We
record changes in fair value of these cash flow hedges of
foreign currency denominated revenue and expenses in
accumulated other comprehensive loss in the Condensed
Consolidated Balance Sheets, until the forecasted transaction
occurs. When the forecasted transaction affects earnings, or
in the event the underlying forecasted transaction does not
occur, or it becomes probable that it will not occur, we
reclassify the related gain or loss on the cash flow hedge to
revenue or operating expenses, as applicable. As of March

40

31, 2026 , the fair value of our derivatives designated as cash
flow hedging instruments are not material.
Our investments in foreign subsidiaries are exposed to
volatility in currency exchange rates through translation of
the foreign subsidiaries’ net assets or equity to U.S. dollars.
Substantially all of our foreign subsidiaries operate in
functional currencies other than the U.S. dollar. The financial
statements of these subsidiaries are translated into U.S.
dollars for consolidated reporting using a current rate of
exchange, with net gains or losses recorded in accumulated
other comprehensive loss in the Condensed Consolidated
Balance Sheets.
Our primary exposure to net assets in foreign currencies as of
March 31, 2026 is presented in the following table:

 

Net Assets

Impact of a 10%
Adverse Currency
Fluctuation

 

(in millions)

Swedish Krona

$ 3,301

$ (330)

Norwegian Krone

218

(22)

Canadian Dollar

140

(14)

Australian Dollar

89

(9)

British Pound

84

(8)

In the table above, Swedish Krona i ncludes goodwill of
$2,419 million and intangible assets, net of $493 million .
Our Euro Notes have been designated as a hedge of our net
investment in certain foreign subsidiaries to mitigate the
foreign exchange risk associated with certain investments in
these subsidiaries. Accordingly, the remeasurement of these
notes is recorded in accumulated other comprehensive loss in
the Condensed Consolidated Balance Sheets. See Note 8,
“Debt Obligations,” to the condensed consolidated financial
statements for further discussion. We enter into foreign
exchange contracts to hedge a portion of our net investment
in certain foreign subsidiaries. These foreign exchange
contracts are carried at fair value, with maturities ranging up
to eight years , and reported as either an asset or liability
depending on their position as of the balance sheet date, and
accumulated other comprehensive loss in the Condensed
Consolidated Balance Sheets. The accumulated gains and
losses associated with these instruments will remain in
accumulated other comprehensive loss until the foreign
subsidiaries are sold or substantially liquidated, at which
point they will be reclassified into earnings.
Credit Risk
Credit risk is the potential loss due to the default or
deterioration in credit quality of customers or counterparties.
We are exposed to credit risk from third parties, including
customers, counterparties and clearing agents. These parties
may default on their obligations to us due to bankruptcy, lack
of liquidity, operational failure or other reasons. We limit our
exposure to credit risk by evaluating the counterparties with
which we make investments and execute agreements. For our
investment portfolio, our objective is to invest in securities to
preserve principal while maximizing yields, without
significantly increasing risk. Credit risk associated with
investments is minimized substantially by ensuring that these
financial assets are placed with governments which have
investment grade ratings, well-capitalized financial
institutions and other creditworthy counterparties.
Our subsidiary, Nasdaq Execution Services, may be exposed
to credit risk due to the default of trading counterparties in
connection with the routing services it provides for our
trading customers. System trades in cash equities routed to
other market centers for members of our cash equity
exchanges are routed by Nasdaq Execution Services for
clearing to the NSCC. In this function, Nasdaq Execution
Services is to be neutral by the end of the trading day, but
may be exposed to intraday risk if a trade extends beyond the
trading day and into the next day, thereby leaving Nasdaq
Execution Services susceptible to counterparty risk in the
period between accepting the trade and routing it to the
clearinghouse. In this interim period, Nasdaq Execution
Services is not novating like a clearing broker but instead is
subject to the short-term risk of counterparty failure before
the clearinghouse enters the transaction. Once the
clearinghouse officially accepts the trade for novation,
Nasdaq Execution Services is legally removed from trade
execution risk. However, Nasdaq has membership
obligations to NSCC independent of Nasdaq Execution
Services’ arrangements.
Pursuant to the rules of the NSCC and Nasdaq Execution
Services’ clearing agreement, Nasdaq Execution Services is
liable for any losses incurred due to a counterparty or a
clearing agent’s failure to satisfy its contractual obligations,
either by making payment or delivering securities. Adverse
movements in the prices of securities that are subject to these
transactions can increase our credit risk. However, we believe
that the risk of material loss is limited, as Nasdaq Execution
Services’ customers are not permitted to trade on margin and
NSCC rules limit counterparty risk on self-cleared
transactions by establishing credit limits and capital deposit
requirements for all brokers that clear with NSCC.
Historically, Nasdaq Execution Services has never incurred a
liability due to a customer’s failure to satisfy its contractual
obligations as counterparty to a system trade. Credit
difficulties or insolvency, or the perceived possibility of
credit difficulties or insolvency, of one or more larger or
visible market participants could also result in market-wide
credit difficulties or other market disruptions.
We have credit risk related to transaction and subscription-
based revenues that are billed to customers on a monthly or
quarterly basis, in arrears. Our potential exposure to credit
losses on these transactions is represented by the receivable
balances in the Condensed Consolidated Balance Sheets. We
review and evaluate changes in the status of our
counterparties’ creditworthiness. Credit losses such as those
described above could adversely affect our consolidated
financial position and results of operations.
We also are exposed to credit risk through our clearing
operations with Nasdaq Clearing. See Note 14, “Clearing
Operations,” to the condensed consolidated financial

41

statements for further discussion. Our clearinghouse holds
material amounts of clearing member cash deposits, which
are held or invested primarily to provide security of capital
while minimizing credit, market and liquidity risks. While we
seek to achieve a reasonable rate of return, we are primarily
concerned with preservation of capital and managing the
risks associated with these deposits. As the clearinghouse
may remit to the members interest earned at prevailing
market rates, less a spread, this could include negative or
reduced yield due to market conditions. The following is a
summary of the risks associated with these deposits and how
these risks are mitigated.
• Credit Risk: When the clearinghouse has the ability to hold
cash collateral at a central bank, the clearinghouse utilizes
its access to the central bank system to minimize credit risk
exposures. When funds are not held at a central bank, we
seek to substantially mitigate credit risk by ensuring that
investments are primarily placed in large, highly rated
financial institutions, highly rated government debt
instruments and other creditworthy counterparties.
• Liquidity Risk: Liquidity risk is the risk a clearinghouse
may not be able to meet its payment obligations in the right
currency, in the right place and the right time. To mitigate
this risk, the clearinghouse monitors liquidity requirements
closely and maintains funds and assets in a manner which
minimizes the risk of loss or delay in the access by the
clearinghouse to such funds and assets. For example,
holding funds with a central bank where possible or
investing in highly liquid government debt instruments
serves to reduce liquidity risks.
• Interest Rate Risk: Interest rate risk is the risk that interest
rates rise causing the value of purchased securities to
decline. If we were required to sell securities prior to
maturity, and interest rates had risen, the sale of the
securities might be made at a loss relative to the latest
market price. Our clearinghouse seeks to manage this risk
by making short-term investments of members’ cash
deposits. In addition, the clearinghouse investment
guidelines allow for direct purchases or repurchase
agreements with short dated maturities of high quality
sovereign debt (for example, European government and
U.S. Treasury securities), central bank certificates and
multilateral development bank debt instruments.
• Security Issuer Risk: Security issuer risk is the risk that an
issuer of a security defaults on its payment when the
security matures. This risk is mitigated by limiting
allowable investments and collateral under reverse
repurchase agreements to high quality sovereign,
government agency or multilateral development bank debt
instruments.

Item 4. Controls and Procedures
Disclosure Controls and Procedures
Nasdaq’s management, with the participation of Nasdaq’s
Chief Executive Officer, and Executive Vice President and
Chief Financial Officer, has evaluated the effectiveness of
Nasdaq’s disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)
as of the end of the period covered by this report. Based upon
that evaluation, Nasdaq’s Chief Executive Officer and
Executive Vice President and Chief Financial Officer, have
concluded that, as of the end of such period, Nasdaq’s
disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in Nasdaq’s internal control over
financial reporting (as defined in Rule 13a-15(f) and Rule
15d-15(f) under the Exchange Act) that occurred during the
quarter ended March 31, 2026 that have materially affected,
or are reasonably likely to materially affect, Nasdaq’s
internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings
See “Legal and Regulatory Matters” of Note 17,
“Commitments, Contingencies and Guarantees,” to the
condensed consolidated financial statements for a description
of our legal proceedings, if any.

Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly
Report on Form 10-Q, you should carefully consider the
factors discussed under “Risk Factors” in our most recent
Form 10-K. These risks could materially and adversely affect
our business, financial condition and results of operations.
These risks and uncertainties are not the only ones facing us.
Additional risks and uncertainties not presently known to us
or that we currently believe to be immaterial may also
adversely affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
Issuer Purchases of Equity Securities
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq
Stockholders’ Equity,” to the condensed consolidated
financial statements for further discussion of our share
repurchase program.

42

Purchases of Equity Securities by the Issuer and
Affiliated Purchasers
Under our board approved share repurchase program, we
may repurchase shares from time to time at prevailing market
prices in open market purchases, privately-negotiated
transactions, block purchases, an accelerated share
repurchase program or otherwise, as determined by our
management. As of March 31, 2026 , the remaining aggregate
authorized amount under the existing share repurchase
program was $2.9 billion . The share repurchase program may
be suspended, modified or discontinued at any time, and has
no defined expiration date.
The table below represents repurchases made by or on behalf
of us or any “affiliated purchaser” of our common stock
during the fiscal quarter ended March 31, 2026 :

Period

Total Number
of Shares
Purchased

Average
Price Paid
Per Share

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs

Maximum
Dollar
Value of
Shares
that May
Yet Be
Purchased
Under the
Plans or
Programs
(in
millions)

January 2026

 

 

Share
repurchase
program

2,094,972

$ 90.78

2,094,972

$ 939

Employee
transactions

—

$ —

N/A

N/A

February 2026

Share
repurchase
program

3,914,850

$ 84.77

3,914,850

$ 2,910

Employee
transactions

—

$ —

N/A

N/A

March 2026

Share
repurchase
program

308,992

$ 83.02

308,992

$ 2,884

Employee
transactions

—

$ —

N/A

N/A

Total Quarter Ended March 31, 2026

Share
repurchase
program

6,318,814

$ 86.67

6,318,814

$ 2,884

Employee
transactions

—

$ —

N/A

N/A

In the table above:
• N/A - Not applicable.
• Employee transactions represents shares surrendered to us
to satisfy tax withholding obligations arising from the
vesting of restricted stock and PSUs previously issued to
employees.
• Shares listed under share repurchase program in the table
above primarily include repurchases under the ASR
agreement.
• See “Share Repurchase Program,” of Note 11, “Nasdaq
Stockholders’ Equity,” to the condensed consolidated
financial statements for further discussion of our share
repurchase program. 

Item 5. Other Information
During the three months ended March 31, 2026 , none of the
Company’s directors or officers adopted , terminated or
modified a “Rule 10b5-1 trading arrangement” or “non-Rule
10b5-1 trading arrangement” (as such terms are defined in
Item 408 of Regulation S-K), except as follows and which is
intended to satisfy the affirmative defense of Rule 10b5-1(c):  
on March 12, 2026 , Bryan Smith , Chief People Officer ,
adopted a Rule 10b5-1 trading plan for the sale of up to 7,556
shares of our common stock subject to certain conditions and
which plan expires on June 11, 2027 .

Item 6. Exhibits

Exhibit Number

31.1

Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (“Sarbanes-Oxley”).

31.2

Certification of Executive Vice President and
Chief Financial Officer pursuant to Section
302 of Sarbanes-Oxley.

32.1

Certifications Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
Sarbanes-Oxley.

101

The following materials from the Nasdaq,
Inc. Quarterly Report on Form 10-Q for the
quarter ended March 31, 2026, formatted in
iXBRL (Inline eXtensible Business
Reporting Language): (i) Condensed
Consolidated Balance Sheets as of March 31,
2026 and December 31, 2025; (ii)
Condensed Consolidated Statements of
Income for the three months ended March
31, 2026 and 2025; (iii) Condensed
Consolidated Statements of Comprehensive
Income for the three months ended March
31, 2026 and 2025; (iv) Condensed
Consolidated Statements of Changes in
Stockholders’ Equity for the three months
ended March 31, 2026 and 2025; (v)
Condensed Consolidated Statements of Cash
Flows for the three months ended March 31,
2026 and 2025; and (vi) notes to condensed
consolidated financial statements.

104

Cover Page Interactive Data File, formatted
in iXBRL and contained in Exhibit 101.

43

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April 24, 2026 .

Nasdaq, Inc.

(Registrant)

By:

/s/ Adena T. Friedman

Name:

Adena T. Friedman

Title:

Chief Executive Officer

Date:

April 24, 2026

By:

/s/ Sarah Youngwood

Name:

Sarah Youngwood

Title:

Executive Vice President and
Chief Financial Officer

Date:

April 24, 2026