8-K – 2026-07-23 – ndaq-20260723.htm

ndaq-20260723 0001120193 FALSE 0001120193 2026-07-23 2026-07-23 0001120193 ndaq:CommonStock.01ParValuePerShareTheNasdaqStockMarketMember 2026-07-23 2026-07-23 0001120193 ndaq:CommonStock.01ParValuePerShareNadasqTexasLLCMember 2026-07-23 2026-07-23 0001120193 ndaq:FourPointFiveZeroZeroPercentSeniorUnsecuredNotesDue2032Member 2026-07-23 2026-07-23 0001120193 ndaq:ZeroPointNineZeroZeroPercentSeniorUnsecuredNotesDue2033 2026-07-23 2026-07-23 0001120193 ndaq:ZeroPointEightSevenFivePercentSeniorNotesDue2030Member 2026-07-23 2026-07-23 0001120193 ndaq:OnePointSevenFivePercentSeniorUnsecuredNotesDue2029Member 2026-07-23 2026-07-23

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):

July 23, 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

Common Stock, $0.01 par value per share

NDAQ

Nasdaq Texas, LLC

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 in Rule 12b-2 of the Securities 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 July 23, 2026 , Nasdaq, Inc. (“Nasdaq”) issued a press release providing financial results for the sec ond
quarter o f 2026. 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 July 23, 2026 , Nasdaq posted slides to be used in its earnings presentation for the second quarter of 2026
on its website at http://ir.nasdaq.com.
Item 8.01.           Other Events.
On July 23, 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.

No.

Exhibit Description

99.1

Press release dated July 23, 2026 relating to financial results for the second quarter of 2026.

99.2

Press release dated July 23, 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

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.

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: July 23, 2026

Nasdaq, Inc.

By:

/s/ John A. Zecca

Name
:

John A. Zecca

Title:

Executive Vice President and Chief Legal