Adena Friedman, Chair and
Adena Friedman, Chair and CEOsaid,“Nasdaq’s third quarter performancedemonstrates the strength andmomentum of our business, with newmilestones achieved across all threedivisions, including record Index netinflows, record FinTech ARR growth, andthe establishment of Nasdaq DigitalLiquidity Networks within MarketServices.Markets are evolving towards an AI-driven, NEW YORK,October 22, 2026- Nasdaq, Always-On future that Inc. (Nasdaq: NDAQ) todayreported isincreasingly integrated across financial results for thethirdquarter assetclasses and of2026. geographies. Nasdaq isshaping the •Thirdquarter2026net next generation of revenue1was$1.5billion, an increase marketinfrastructure while expanding of13%over thethirdquarter of2025, our growthopportunities or14%on anorganic2basis. and enhancing the value wedeliver to Solutionsrevenue3increased17%, our clients and or18%on an organic basis. shareholders.” ────────────────────────────────────────────────────────────────────────────── •Annualized Recurring Revenue (ARR)3,4of$3.4billionincreased12%on a reported basis over thethirdquarter of2025, or14%on an organicbasis. Annualized SaaS revenue increased12%, or16%on an organicbasis, and represented38%of ARR. •Financial Technology revenue was$529million,an increase of16%onboth a reported and organic basis over thethirdquarter of2025. •Index revenue of$286milliongrew39%on both a reported and organicbasis over thethirdquarter of2025, with$141billionof net inflows overthe trailing twelve months, including$49billionin thethirdquarter of2026. •GAAP diluted earnings per share in thethirdquarter of2026was$0.96,an increase of31%over thethirdquarter of2025. Non-GAAP5dilutedearnings per share in thethirdquarter of2026was$1.04, an increase of18%on a reported basis over thethirdquarter of2025, or19%on anorganic basis. •In thethirdquarter of2026, the company returned$173milliontoshareholders through dividends and$323millionthrough repurchases ofcommon stock.
Sarah Youngwood, Executive VicePresident and CFOsaid, “Nasdaqdeliv… excellent third quarter results,head… by outstanding Solutionsrev… growth, continued operatinglev… and strong EPS growth.Our durable ThirdQuart… business model anddisciplin… execution underpin our capitalalloc… strategy that prioritizes fundinginves… in long-term growth whilereturni… more than $1.7 billion toshareholde… year to date through sharerepurch… and dividends.” (US$ millions, 3Q26 YoY change % Organic2YoY Adjusted2Yo… except per change % % share) Solutions $1,172 17% 18% 18% revenue Market Services $309 2% 2% 2% net revenue Net revenue $1,481 13% 14% 14% GAAP operating $732 25% income Non-GAAP operating $843 15% 16% 16% income ARR $3,365 12% 14% 14% GAAP $0.96 31% diluted EPS Non-GAAP $1.04 18% 19% 19% diluted EPS
2 FINANCIAL REVIEW • Third quarter 2026 net revenue was $ 1.5 billion, reflecting 13% growth on a reported basis versus the prior year period, or 14% growth on an organic basis. • Solutions revenue was $ 1.2 billion in the third quarter of 2026 , an increase of 17% versus the prior year period, or 18% on an organic basis. Performance in the quarter reflected strong growth across Capital Access Platforms and Financial Technology. Capital Access Platforms revenue growth was 20% year-over-year on both a reported and organic basis. Financial Technology revenue growth was 16% , on both a reported and organic basis. • ARR was $ 3.4 billion as of the third quarter of 2026 , growing 12% year-over-year on a reported basis, or 14% on an organic basis. The difference between total reported and organic ARR growth results from the impact of divestitures, which were excluded from ARR in the prior year period. Financial Technology ARR growth was 18% 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 $309 million in the third quarter of 2026 , up 2% on both a reported and organic basis versus the prior year period. • Third quarter 2026 GAAP operating expenses were $ 749 million, an increase of 3% versus the prior year quarter. Non-GAAP operating expenses were $638 million, up 9% versus the prior year quarter, or 12% on an organic basis. The increases were primarily driven by higher compensation and benefits costs from our strong revenue execution and increased investments in technology to drive long-term growth . On a GAAP basis, the increase was partially offset by lower general and administrative expenses, primarily due to a favorable legal settlement , and lower restructuring charges. • Cash flow from operations was $ 521 million in the third quarter, enabling the return of capital through Nasdaq’s efficient capital allocation framework. In the third quarter of 2026 , the company returned $ 173 million to shareholders through dividends and $ 323 million through repurchases of common stock. As of September 30, 2026 , there was $ 2.2 billion remaining under the board authorized share repurchase program. 2026 EXPENSE AND TAX GUIDANCE UPDATE 6 • The company is updating its 2026 non-GAAP operating expense guidance to a range of $2.550 billion to $2.580 billion . The company is maintaining its 2026 non- GAAP tax rate guidance in the range of 22.5% to 24.5% . 3 STRATEGIC AND BUSINESS UPDATES • F inancial Te chnology delivered record 18% organic ARR growth and double-digit revenue growth in each subdivision for the third consecutive quarter. FinTech signed 54 new clients and 135 upsells in the quarter with cloud-based solutions accounting for 85% of ACV bookings . FinTech performance reflected continued execution on the One Nasdaq strategy with 5 cross-sells signed in the quarter and cross-sells accounting for over 15% of the sales pipeline. Nasdaq achieved a second-place ranking on the Chartis RiskTech100, up from fifth place in the prior year. ◦ Financial Crime Management Technology revenue and ARR growth accelerated with momentum across SMBs and enterprise clients. Nasdaq Verafin signed 45 new small-and-medium bank (SMB) clients and 3 enterprise deal s in the third quarter, bringing year-to-date enterprise signings to 12, surpassing the 9 enterprise deals signed in all of 2025. Nasdaq Verafin announced the general availability of two new AI workers, the Agentic AML Analyst and the Agentic Fraud Analyst, and now has more than 850 clients using its Agentic AI Workforce. ◦ Regulatory Technology achieved the f ifth straight quarter of accelerating ARR growth led by strong performance across Surveillance and AxiomSL. The subdivision added 10 new clients , including 2 cross-sells, and 86 upsells in the third quarter, driven by demand for cloud infrastructure, AI, digital assets, and regulatory requirements. Surveillance signe d 9 n ew clients, including 2 cross-sells and strategic wins with Kalshi and Kraken, while also achieving 51 upsells. AxiomSL added 1 new client and 35 upsells in the third quarter, including an expansion with a Global Systemically Important Bank (G-SIB) for a Basel III implementation. ◦ Capital Mark e ts Technology delivered robust organic ARR growth with broad- based strength across the subdivision. The subdivision signed 2 new clients, including 1 cross-sell, and 48 upsells in the third quarter. Calypso added 2 new clients, including 1 cross-sell, and 23 upsells. Nasdaq partnered with HSBC to co-develop comprehensive exchange-traded derivatives (ETD) clearing capabilities in Calypso, creating a unified platform HSBC has selected for clearing across OTC, ETD, and repos. Nasdaq also launched a new operating environment which enables clients to connect their own AI infrastructure and serve as an access point for Calypso’s agentic capabilities. Market Technology signed 25 upsells in the quarter and continued to shape Always-On markets, signing a deal with Bruce Market s to power the first 24/7 continuous trading in U.S. equities. • Index set new ETP assets under management (AUM) and net inflow records while executing on its growth pillars of product innovation, international expansion, and institutional adoption. Index had a record $ 141 billion in net inflows over the trailing twelve months, including $ 49 billion in the third quarter. End-of- period ETP AUM was $ 1.160 trillion and average ETP AUM over the third quarter was $ 1.108 trillion, both new records. Nasdaq launched 32 new Index products in the third quarter, including 10 in the institutional annuity space. Half of the new products launched in the third quarter were outside the U.S. 4 • Nasdaq extended its listings leadership with 8 of the 10 largest operating company IPOs in the third quarter. Nasdaq welcomed 15 new operating companies that raised $32 billion in capital 7 , reflecting a 79% win rate 8 of new operating company listings. The quarter’s strong performance contributed to a 74% year-to-date new listings win rate. Year-to-date through the third quarter, new operating company listings raised $144 billion in proceeds, reflecting 89% of total proceeds raised. • Nasdaq expanded its distribution of private markets data through a partnership with Juniper Square. The partnership embeds eVestment's private markets data directly into Juniper Square’s client workflows, strengthening Nasdaq's position as a trusted provider of institutional investment intelligence. eVestment also expanded its coverage of private funds to more than 95,000, a 19% increase from the end of 2025. • Nasdaq executed several strategic actions to advance the evolution of capital markets. Nasdaq formed Digital Liquidity Networks (DLN), a new organization within Nasdaq Market Services focused on advancing the company’s leadership in digital assets and market modernization. Within DLN, Nasdaq completed the acquisition of LeveL Markets, the third- largest Alternative Trading System (ATS) in the U.S. by trading volume with more than 2,500 buy-side and sell-side clients. The acquisition, which closed early in the fourth quarter, enhances Nasdaq’s ability to serve a wider liquidity pool across off-exchange venues and deliver institutional-grade liquidity and execution solutions to clients. • Market Service s set a new record in third quarter net revenue and continued to lead the evolution of markets including the transition to Always-On markets. Third quarter Market Services net revenue benefitted from higher industry volumes across U.S. options and European equities with robust performance in U.S. cash equities, which achieved higher market share and near record capture. The Nasdaq Stock Market remains on track to go live with 23/5 trading on December 6, 2026, expanding global access to U.S.-listed equities. 5 ____________ 1 Represents revenue less transaction-based expenses. 2 Organic change is generally calculated by removing the impacts of changes in foreign exchange rates, and acquisitions and divestitures during the one-year period post transaction. Adjusted and organic change for 3Q26 as compared to 3Q25 are equivalent as they include the same period over period adjustments . 3 Solutions revenue constitutes revenue from our Capital Access Platforms and Financial Technology segments a s well as certain Other revenues. These Other revenues of $2 million and $4 million in 3Q26 and 3Q25, respectively, relates to the sale of our Nasdaq Fund Secondaries business and the sale of the Nasdaq Metrio platform and related customer contracts , which were both sold in 3Q26. Other revenues in 3Q25 also included $8 million related to the sale of the Solovis business, which was sold in 4Q25. These revenues were previously included in our Capital Access Platforms Segment. ARR and Annualized SaaS revenues for 3Q25 includes $42 million and $40 million, respectively, related to these businesses. 4 ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature or where the contract value fluctuates based on defined metrics. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ACV Bookings for our Financial Technology segment excluding Financial Crime Management Technology refers to the maximum annualized committed contract value at the time of signature, excluding one-time fees and not accounting for initial discounts. For Financial Crime Management Technology, ACV bookings is calculated by averaging the total contract value over the contract term, including fixed increases. ARR and ACV are supplemental metrics to help evaluate the performance of the business. These measures are not a replacement for, and should be viewed independently of, U.S. GAAP revenue and deferred revenue as they are performance metrics, and are not intended to be combined with any of these items. ARR and ACV are not a forecast, and the active contracts at the end of a reporting period used in calculating these measures may or may not be extended or renewed by our customers. There is no U.S. GAAP measure comparable to ARR or ACV. As these metrics do not have any standardized definition they may not be comparable to similarly titled measures presented by other companies and should be viewed independently of revenue and deferred revenue and are not intended to be combined with or to replace either of those items. 5 Refer to our reconciliations of U.S. GAAP to non-GAAP metrics and organic and adjusted impacts, included in the attached schedules. 6 U.S. GAAP operating expense and tax rate guidance are not provided due to the inherent difficulty in quantifying certain amounts due to a variety of factors including the unpredictability in the movement in foreign currency rates, as well as future charges or reversals outside of the normal course of business. 7 Listings proceeds for the quarter reflect current quarter IPO activity only and YTD proceeds reflect greenshoe shares exercised after the quarter in which the IPO occurred . 8 Listings win rate includes eligible U.S. operating companies, direct listings, and SPAC business combinations. 6 ABOUT NASDAQ Nasdaq (Nasdaq: NDAQ) is a leading technology platform that powers the world’s economies. We architect the infrastructure of the world’s most modern markets, power the innovation economy, and build trust in the financial system. We empower economic opportunity by designing and deploying advanced technology, data, and intelligence solutions that enable our clients to capture opportunities, navigate risk, and strengthen resilience. To learn more about the company, technology solutions and career opportunities, visit us on LinkedIn , on X @Nasdaq , or at www.nasdaq.com . NON- GAAP INFORMATION In addition to disclosing results determined in accordance with U.S. GAAP, Nasdaq also discloses certain non-GAAP results of operations, including, but not limited to, non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP operating income, and non-GAAP operating expenses, that include certain adjustments or exclude certain charges and gains that are described in the reconciliation tables of U.S. GAAP to non-GAAP information provided at the end of this release. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period- to- period comparisons of results as the items described below in the reconciliation tables do not reflect ongoing operating performance. These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as a comparative measure. Investors should not rely on any single financial measure when evaluating our business. This information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this earnings release. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliations, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone. We understand that analysts and investors regularly rely on non-GAAP financial measures, such as those noted above, to assess operating performance. We use these measures because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance. Foreign exchange impact: In countries with currencies other than the U.S. dollar, revenue and expenses are translated using monthly average exchange rates. Certain discussions in this release isolate the impact of year-over-year foreign currency fluctuations to better measure the comparability of operating results between periods. Operating results excluding the impact of foreign currency fluctuations are calculated by translating the current period’s results by the prior period’s exchange rates. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. Nasdaq cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward- looking information. Such forward-looking statements include, but are not limited to (i) projections relating to our future financial results, total shareholder returns, growth, dividend program, trading volumes, products and services, ability to transition to new business models, taxes and achievement of synergy
targets, (ii) statements about the closing or implementation dates and benefits of certain acquisitions, divestitures and other strategic, restructuring, technology, de-leveraging and capital allocation initiatives, (iii) statements about our integrations of our recent acquisitions, (iv) statements relating to any litigation or regulatory or government investigation or action to which we are or could become a party, and (v) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond Nasdaq’s control. These factors include, but are not limited to, Nasdaq’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, geopolitical instability, government and industry regulation, interest rate risk, and U.S. and global competition. Further information on these and other factors are detailed in Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update any forward- looking statement, whether as a result of new information, future events or otherwise. WEBSITE DISCLOSURE Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.
Media Relations Contact Investor Relations Contact David Lurie Ato Garrett 914.538.0533 212.401.8737 David.Lurie@nasdaq.com Ato.Garrett@nasdaq.com
Nasdaq, Inc. Condensed Consolidat… Statements of Income (in millions, except per share amounts) (unaudited) Three Months Nine Months EndedSeptem… EndedSeptemb… 30, 30, 2026 2025 2026 2025 Revenues: Capital Access $641 $534 $1,820 $1,552 Platforms Financial 529 457 1,585 1,352 Technology Market 1,221 967 3,640 3,208 Services Other 2 21 18 63 Revenues Total 2,393 1,979 7,063 6,175 revenues Transactio… expenses: Transaction -623 -658 -2,059 -1,882 rebates Brokerage, clearance and -289 -6 -616 -436 exchange fees Revenues less 1,481 1,315 4,388 3,857 transactio… expenses Operating Expenses: Compensati… and 379 353 1,118 1,033 benefits Profession… and 42 38 124 112 contract services Technology and 93 80 264 236 communicat… infrastruc… Occupancy 34 32 103 90 General, administra… 2 22 54 51 and other Marketing and 17 13 61 41 advertising Depreciati… and 165 158 496 471 amortizati… Regulatory 11 12 29 41 Merger and strategic 6 9 14 53 initiatives Restructur… — 12 24 27 charges Total operating 749 729 2,287 2,155 expenses Operating 732 586 2,101 1,702 income Interest 10 8 23 32 income Interest -86 -87 -259 -279 expense Net gain (loss) on -4 -2 84 37 divestitur… Other income 11 — -4 — (loss) Net income from 38 24 86 73 unconsolid… investees Income before 701 529 2,031 1,565 income taxes Income tax 162 106 466 296 provision Net income $539 $423 $1,565 $1,269 Net loss attributab… to 1 — 1 1 noncontrol… interests Net income attributab… $540 $423 $1,566 $1,270 to Nasdaq Per share informatio… Basic earnings $0.97 $0.74 $2.78 $2.21 per share Diluted earnings $0.96 $0.73 $2.76 $2.19 per share Cash dividends declared $0.31 $0.27 $0.89 $0.78 per common share Weighted-a… common shares outstanding for earnings per share: Basic 558.9 573.3 563.3 574.1 Diluted 563.3 579.0 567.6 579.3
Nasdaq, Inc. Revenue Detail (in millions) (unaudited) Three Months Nine Months EndedSeptember EndedSeptember 30, 30, 2026 2025 2026 2025 CAPITAL ACCESS PLATFORMS Data and Listing $224 $204 $655 $594 Services Index 286 206 778 595 Workflow and 131 124 387 363 Insights Total Capital Access Platforms 641 534 1,820 1,552 revenues FINANCIAL TECHNOLOGY Financial Crime Management 103 84 294 241 Technology Regulatory 123 109 361 315 Technology Capital Markets 303 264 930 796 Technology Total Financial Technology 529 457 1,585 1,352 revenues MARKET SERVICES Market Services 1,221 967 3,640 3,208 Transaction-bas… expenses: Transaction -623 -658 -2,059 -1,882 rebates Brokerage, clearance and -289 -6 -616 -436 exchange fees Total Market Services 309 303 965 890 revenues, net OTHER REVENUES 2 21 18 63 REVENUES LESS TRANSACTION-BAS… $1,481 $1,315 $4,388 $3,857 EXPENSES
Nasdaq, Inc. Condensed Consolidated Balance Sheets (in millions) September 30, December 31, 2026 2025 Assets -unaudited Current assets: Cash and cash equivalents $365 $604 Restricted cash and cash equivalents 28 210 Default funds and margin deposits 2,530 5,842 Short-term investments 151 28 Receivables, net 1,171 943 Other current assets 287 376 Total current assets 4,532 8,003 Property and equipment, net 767 728 Goodwill 14,247 14,371 Intangible assets, net 6,106 6,511 Operating lease assets 481 447 Other non-current assets 1,250 993 Total assets $27,383 $31,053 Liabilities Current liabilities: Accounts payable and accrued expenses $252 $280 Section 31 fees payable to SEC 90 — Accrued personnel costs 320 364 Deferred revenue 819 785 Other current liabilities 237 259 Default funds and margin deposits 2,530 5,842 Short-term debt 269 431 Total current liabilities 4,517 7,961 Long-term debt 8,471 8,573 Deferred tax liabilities, net 1,654 1,584 Operating lease liabilities 476 462 Other non-current liabilities 262 241 Total liabilities 15,380 18,821 Commitments and contingencies Equity Nasdaq stockholders' equity: Common stock 6 6 Additional paid-in capital 4,067 5,122 Common stock in treasury, at cost -784 -716 Accumulated other comprehensive loss -1,944 -1,773 Retained earnings 10,654 9,588 Total Nasdaq stockholders' equity 11,999 12,227 Noncontrolling interests 4 5 Total equity 12,003 12,232 Total liabilities and equity $27,383 $31,053
Nasdaq, Inc. Reconciliation of U.S. GAAP to Non-GAAP Net Income Attributable to Nasdaq and Diluted Earnings Per Share (in millions, except per share amounts) (unaudited) Three Months Nine Months EndedSeptember EndedSeptember 30, 30, 2026 2025 2026 2025 U.S. GAAP net income $540 $423 $1,566 $1,270 attributable to Nasdaq Non-GAAP adjustments: Amortization expense of acquired 121 122 364 365 intangible assets1 Merger and strategic 6 9 14 53 initiatives expense2 Restructuring — 12 24 27 charges3 Gain from extinguishment — — — -19 of debt4 Legal and regulatory -16 1 -3 3 matters5 Net (gain) loss 4 2 -84 -37 on divestitures6 Net income from unconsolidated -38 -24 -86 -73 investees7 Other (income) -11 4 9 6 loss8 Total non-GAAP 66 126 238 325 adjustments Non-GAAP adjustment to -14 -32 -58 -84 the income tax provision9 Other tax -4 -6 -4 -51 adjustments10 Total non-GAAP adjustments, net 48 88 176 190 of tax Non-GAAP net income $588 $511 $1,742 $1,460 attributable to Nasdaq U.S. GAAP diluted earnings $0.96 $0.73 $2.76 $2.19 per share Total impact from NonGAAP 0.08 0.15 0.31 0.33 adjustments above Non-GAAP diluted earnings per $1.04 $0.88 $3.07 $2.52 share Weighted-average diluted common shares 563.3 579.0 567.6 579.3 outstanding forearnings per share:
Nasdaq, Inc. Reconciliation of U.S. GAAP to Non-GAAP Operating Income and Operating Margin (in millions) (unaudited) Three Months Nine Months EndedSeptember EndedSeptember 30, 30, 2026 2025 2026 2025 U.S. GAAP operating $732 $586 $2,101 $1,702 income Non-GAAP adjustments: Amortization expense of acquired 121 122 364 365 intangible assets1 Merger and strategic 6 9 14 53 initiatives expense2 Restructuring — 12 24 27 charges3 Gain from extinguishment — — — -19 of debt4 Legal and regulatory -16 1 -3 3 matters5 Other loss — 2 1 4 Total non-GAAP 111 146 400 433 adjustments Non-GAAP operating $843 $732 $2,501 $2,135 income Revenues less transaction-ba… $1,481 $1,315 $4,388 $3,857 expenses U.S. GAAP operating 49% 45% 48% 44% margin11 Non-GAAP operating 57% 56% 57% 55% margin12 Note: The percentages are calculated based on exact dollars, and therefore may not recalculate exactlyusing rounded numbers as presented in US$ millions.
Nasdaq, Inc. Reconciliation of U.S. GAAP to Non-GAAP Operating Expenses (in millions) (unaudited) Three Months Nine Months EndedSeptember EndedSeptember 30, 30, 2026 2025 2026 2025 U.S. GAAP operating $749 $729 $2,287 $2,155 expenses Non-GAAP adjustments: Amortization expense of acquired -121 -122 -364 -365 intangible assets1 Merger and strategic -6 -9 -14 -53 initiatives expense2 Restructuring — -12 -24 -27 charges3 Gain on extinguishment — — — 19 of debt4 Legal and regulatory 16 -1 3 -3 matters5 Other loss — -2 -1 -4 Total non-GAAP -111 -146 -400 -433 adjustments Non-GAAP operating $638 $583 $1,887 $1,722 expenses
Nasdaq, Inc. Footnotes to Press Release Financial Tables We amortize intangible assets acquired in connection with various acquisitions. Intangible 1 assetamortization expense can vary from period to period due to episodic acquisitions completed, ratherthan from our ongoing business operations. We have pursued various strategic initiatives and completed acquisitions and divestitures in recentyears that have resulted in expenses which would not have otherwise been incurred. These expensesgenerally include integration costs, as well as legal, due diligence and other third-party transactioncosts. The frequency and the amount of such expenses vary significantly 2 based on the size, timing andcomplexity of the transaction. For the three and nine months ended September 30, 2026, these costsincluded amounts associated with various strategic initiative costs. For the three and nine monthsended September 30, 2025, these costs primarily included amounts associated with the transfer ofopen positions in our Nordic power futures business, Adenza integration costs and other strategicinitiative costs. In the fourth quarter of 2023, following the closing of the Adenza acquisition, our managementapproved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize ourefficiencies as a combined organization. We initiated the program upon the acquisition of Adenza andfurther expanded the 3 program in the fourth quarter of 2024 following the achievement of our initialtargets. We have incurred costs principally related to employee-related costs, contract terminations,asset impairments and other related cost. Actions taken as part of this program were completed as ofDecember 31, 2025, and all costs were incurred as of June 30, 2026. For the nine months ended September 30, 2025, we recorded a gain on the extinguishment of 4 debt.This gain is recorded in general, administrative and other expense in our Condensed ConsolidatedStatements of Income. For the three and nine months ended September 30, 2026, this includes a favorable legal settlement,recorded in general, administrative and other expense in the Condensed Consolidated 5 Statements ofIncome. For the three and nine months ended September 30, 2026 and 2025, this also includesaccruals relating to certain legal matters, which are recorded in professional and contract services inthe Condensed Consolidated Statements of Income. Net loss on divestitures for the three months ended September 30, 2026 relates to the net impact ofthe sale of theNasdaq Metrio platform and related customer contracts, and the sale of Nasdaq FundSecondaries. Net gain on divestitures for the nine months endedSeptember 30, 2026 and September30, 2025 primarily relates to the 6 divestiture of our Nordic power futures business, net of costs to sell,partially offset by the net loss described above for the nine months ended September 30, 2026. Forthe nine months ended September 30, 2025, this also includes a gain on sale of our Nasdaq RiskModelling for Catastrophes business, net of costs to sell. We exclude our share of the earnings and losses of our equity method investments. This provides 7 amore meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’sperformance between periods. For the three and nine months ended September 30, 2026 and 2025, other items primarily include netgains and losses from strategic investments entered into through our corporate venture program. Forthe nine months ended September 30, 8 2026, this also includes intangible asset impairments ofcustomer relationships and licenses relating to the wind-down of our Nordic power futures business.The net effect of these items is included in other income (loss) in our Condensed ConsolidatedStatements of Income. For the three and nine months ended September 9 30, 2026 and 2025, the non-GAAP adjustment to theincome tax provision includes the tax impact of each non-GAAP adjustment. For the nine months ended September 30, 2025, other tax adjustments primarily reflect a tax 10 benefitrelated to payments made to certain former Adenza employees and the release of the prior years'reserves following a favorable audit settlement. U.S. GAAP operating margin equals U.S. GAAP 11 operating income divided by revenues lesstransaction-based expenses. Non-GAAP operating margin equals non-GAAP 12 operating income divided by revenues less transaction-based expenses.
Nasdaq, Inc. Key Drivers Detail (unaudited) Three Nine Months Months EndedSeptem… EndedSepte… 30, 30, 2026 2025 2026 2025 Capital Access Platforms Annualized recurring $1,411 $1,303 $1,411 $1,303 revenues (in millions)1 Initial public offerings The Nasdaq 46 76 177 218 Stock Market Nasdaq operating 15 46 56 129 company IPOs SPACs 31 30 121 89 Exchanges that comprise Nasdaq 7 2 20 12 Nordic and Nasdaq Baltic Total new listings The Nasdaq 167 205 531 569 Stock Market Exchanges that comprise Nasdaq 8 4 28 19 Nordic and Nasdaq Baltic2 Number of listed companies The Nasdaq Stock 4,726 4,359 4,726 4,359 Market3 Exchanges that comprise Nasdaq 1,103 1,133 1,103 1,133 Nordic and Nasdaq Baltic4 Index Number of licensed exchange 487 439 487 439 traded products Period end ETP assets under management (AUM) $1,160 $829 $1,160 $829 tracking Nasdaqindex… (in billions) Total average ETP AUM tracking $1,108 $777 $1,000 $701 Nasdaq indexes (in billions) TTM5net inflows ETP AUM tracking $141 $91 $141 $91 Nasdaq indexes (in billions) TTM5net appreciation ETP AUM tracking $190 $138 $190 $138 Nasdaq indexes (in billions) Financial Technology Annualized recurring revenues (in millions)1 Financial Crime $375 $316 $375 $316 Management Technology Regulatory 443 389 443 389 Technology Capital Markets 1,136 957 1,136 957 Technology Total Financial $1,954 $1,662 $1,954 $1,662 Technology Market Services Equity Derivative Trading and Clearing U.S. equity options Total industry average 63.8 55.8 64.3 54.0 daily volume (in millions) Nasdaq PHLX matched 10.4% 10.4% 11.4% 9.7% market share The Nasdaq Options Market 3.2% 2.5% 2.8% 3.9% matched market share Nasdaq Texas Options matched 1.2% 1.6% 1.3% 1.7% market share (formerly Nasdaq BX) Nasdaq ISE Options 6.6% 7.0% 6.4% 6.8% matched market share Nasdaq GEMX Options 3.2% 3.5% 3.3% 3.9% matched market share Nasdaq MRX Options 3.5% 3.5% 3.9% 3.0% matched market share Total matched market share 28.1% 28.5% 29.1% 29.0% executed on Nasdaq's exchanges Nasdaq Nordic and Nasdaq Baltic options and futures Total average daily volume 193,881 184,267 221,178 220,416 of options and futures contracts
Cash Equity Trading Total U.S.-listed securities Total industry average daily 16.9 17.6 19.0 17.2 share volume (in billions) Matched share volume (in 157.5 158.6 525.7 454.4 billions) The Nasdaq Stock Market matched 14.1% 13.7% 14.4% 13.8% market share Nasdaq Texas matched market 0.3% 0.3% 0.3% 0.3% share (formerly Nasdaq BX) Nasdaq PSX matched market share 0.1% 0.1% 0.1% 0.1% Total matched market share 14.5% 14.1% 14.8% 14.2% executed on Nasdaq's exchanges Market share reported to the FINRA/Nasdaq Trade Reporting 47.7% 47.6% 46.5% 47.7% Facility Total market share6 62.2% 61.7% 61.3% 61.9% Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades executed on 653,117 627,568 730,953 736,829 Nasdaq'sexchanges Total average daily value of $5.3 $4.5 $6.0 $5.2 shares traded (in billions) Total market share executed on 75.0% 72.8% 74.6% 71.8% Nasdaq's exchanges7 Annualized Recurring Revenue (ARR) for a given period is the current annualized value derived from subscriptioncontracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, orwhere the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metricsto assess the health and trajectory of our recurring business. ARR does not have any standardized definition and istherefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should beviewed independently of revenue and deferred revenue and is not intended to be combined with or 1 to replace eitherof those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent withthe amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurringrevenue contracts that include annual values that increase over time, we include in ARR only the annualized value ofcomponents of the contract that are considered active as of the date of the ARR calculation. We do not include thefuture committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and theactive contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed byour customers. New listings include IPOs and represent companies listed on 2 the Nasdaq Nordic and Nasdaq Baltic exchanges andcompanies on the alternative markets of Nasdaq First North. Number of total listings on The Nasdaq Stock Market for the 3 three and nine months ended September 30, 2026 and2025 included 1,292 and 1,000 ETPs, respectively. Represents companies listed on the Nasdaq Nordic and Nasdaq 4 Baltic exchanges and companies on the alternativemarkets of Nasdaq First North. 5 Trailing twelve months. Includes transactions executed on The Nasdaq Stock Market's, Nasdaq Texas's (formerly Nasdaq 6 BX) and NasdaqPSX's systems plus trades reported through the Financial Industry Regulatory Authority/Nasdaq Trade ReportingFacility. European cash equities markets include cash equities exchanges of Sweden, Denmark, Finland, and Iceland. Minoradjustments 7 to prior periods reflect data from a new consolidated data provider that accurately captures all primarytrading venues and Multilateral Trading Facilities.
Full text with the tables
1
Exhibit 99.1
Adena Friedman, Chair and
CEOsaid,“Nasdaq’s third quarter
performancedemonstrates the strength
andmomentum of our
business, with newmilestones achieved
across all
threedivisions, including record
Index netinflows, record
FinTech ARR growth, andthe
establishment of Nasdaq
DigitalLiquidity Networks within
MarketServices.Markets are
evolving towards an AI-driven,
NEW YORK,October 22, 2026- Nasdaq, Always-On future that
Inc. (Nasdaq: NDAQ) todayreported isincreasingly integrated across
financial results for thethirdquarter assetclasses and
of2026. geographies. Nasdaq isshaping the
•Thirdquarter2026net next generation of
revenue1was$1.5billion, an increase marketinfrastructure while expanding
of13%over thethirdquarter of2025, our growthopportunities
or14%on anorganic2basis. and enhancing the value wedeliver to
Solutionsrevenue3increased17%, our clients and
or18%on an organic basis. shareholders.”
──────────────────────────────────────────────────────────────────────────────
•Annualized Recurring Revenue
(ARR)3,4of$3.4billionincreased12%on a
reported basis over thethirdquarter
of2025, or14%on an organicbasis.
Annualized SaaS revenue increased12%,
or16%on an organicbasis, and
represented38%of ARR.
•Financial Technology revenue
was$529million,an increase
of16%onboth a
reported and organic basis over
thethirdquarter of2025.
•Index revenue of$286milliongrew39%on
both a reported and organicbasis over
thethirdquarter of2025,
with$141billionof net inflows overthe
trailing twelve months,
including$49billionin thethirdquarter
of2026.
•GAAP diluted earnings per share in
thethirdquarter of2026was$0.96,an
increase of31%over thethirdquarter
of2025. Non-GAAP5dilutedearnings per
share in thethirdquarter
of2026was$1.04,
an increase of18%on a reported basis
over thethirdquarter of2025, or19%on
anorganic basis.
•In thethirdquarter of2026, the
company
returned$173milliontoshareholders
through dividends
and$323millionthrough
repurchases ofcommon stock.
Sarah
Youngwood,
Executive
VicePresident
and CFOsaid,
“Nasdaqdeliv…
excellent
third quarter
results,head…
by
outstanding
Solutionsrev…
growth,
continued
operatinglev…
and strong
EPS
growth.Our
durable
ThirdQuart… business
model
anddisciplin…
execution
underpin our
capitalalloc…
strategy that
prioritizes
fundinginves…
in long-term
growth
whilereturni…
more than
$1.7 billion
toshareholde…
year to date
through
sharerepurch…
and
dividends.”
(US$
millions, 3Q26 YoY change % Organic2YoY Adjusted2Yo…
except per change % %
share)
Solutions $1,172 17% 18% 18%
revenue
Market
Services $309 2% 2% 2%
net revenue
Net revenue $1,481 13% 14% 14%
GAAP
operating $732 25%
income
Non-GAAP
operating $843 15% 16% 16%
income
ARR $3,365 12% 14% 14%
GAAP $0.96 31%
diluted EPS
Non-GAAP $1.04 18% 19% 19%
diluted EPS
2 FINANCIAL REVIEW • Third quarter 2026 net revenue was $ 1.5 billion,
reflecting 13% growth on a reported basis versus the prior year period, or 14%
growth on an organic basis. • Solutions revenue was $ 1.2 billion in the third
quarter of 2026 , an increase of 17% versus the prior year period, or 18% on an
organic basis. Performance in the quarter reflected strong growth across Capital
Access Platforms and Financial Technology. Capital Access Platforms revenue
growth was 20% year-over-year on both a reported and organic basis. Financial
Technology revenue growth was 16% , on both a reported and organic basis. • ARR
was $ 3.4 billion as of the third quarter of 2026 , growing 12% year-over-year
on a reported basis, or 14% on an organic basis. The difference between total
reported and organic ARR growth results from the impact of divestitures, which
were excluded from ARR in the prior year period. Financial Technology ARR growth
was 18% 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 $309 million in the third quarter of 2026 , up 2% on both a reported
and organic basis versus the prior year period. • Third quarter 2026 GAAP
operating expenses were $ 749 million, an increase of 3% versus the prior year
quarter. Non-GAAP operating expenses were $638 million, up 9% versus the prior
year quarter, or 12% on an organic basis. The increases were primarily driven by
higher compensation and benefits costs from our strong revenue execution and
increased investments in technology to drive long-term growth . On a GAAP basis,
the increase was partially offset by lower general and administrative expenses,
primarily due to a favorable legal settlement , and lower restructuring charges.
• Cash flow from operations was $ 521 million in the third quarter, enabling the
return of capital through Nasdaq’s efficient capital allocation framework. In
the third quarter of 2026 , the company returned $ 173 million to shareholders
through dividends and $ 323 million through repurchases of common stock. As of
September 30, 2026 , there was $ 2.2 billion remaining under the board
authorized share repurchase program. 2026 EXPENSE AND TAX GUIDANCE UPDATE 6 •
The company is updating its 2026 non-GAAP operating expense guidance to a range
of $2.550 billion to $2.580 billion . The company is maintaining its 2026 non-
GAAP tax rate guidance in the range of 22.5% to 24.5% . 3 STRATEGIC AND BUSINESS
UPDATES • F inancial Te chnology delivered record 18% organic ARR growth and
double-digit revenue growth in each subdivision for the third consecutive
quarter. FinTech signed 54 new clients and 135 upsells in the quarter with
cloud-based solutions accounting for 85% of ACV bookings . FinTech performance
reflected continued execution on the One Nasdaq strategy with 5 cross-sells
signed in the quarter and cross-sells accounting for over 15% of the sales
pipeline. Nasdaq achieved a second-place ranking on the Chartis RiskTech100, up
from fifth place in the prior year. ◦ Financial Crime Management Technology
revenue and ARR growth accelerated with momentum across SMBs and enterprise
clients. Nasdaq Verafin signed 45 new small-and-medium bank (SMB) clients and 3
enterprise deal s in the third quarter, bringing year-to-date enterprise
signings to 12, surpassing the 9 enterprise deals signed in all of 2025. Nasdaq
Verafin announced the general availability of two new AI workers, the Agentic
AML Analyst and the Agentic Fraud Analyst, and now has more than 850 clients
using its Agentic AI Workforce. ◦ Regulatory Technology achieved the f ifth
straight quarter of accelerating ARR growth led by strong performance across
Surveillance and AxiomSL. The subdivision added 10 new clients , including 2
cross-sells, and 86 upsells in the third quarter, driven by demand for cloud
infrastructure, AI, digital assets, and regulatory requirements. Surveillance
signe d 9 n ew clients, including 2 cross-sells and strategic wins with Kalshi
and Kraken, while also achieving 51 upsells. AxiomSL added 1 new client and 35
upsells in the third quarter, including an expansion with a Global Systemically
Important Bank (G-SIB) for a Basel III implementation. ◦ Capital Mark e ts
Technology delivered robust organic ARR growth with broad- based strength across
the subdivision. The subdivision signed 2 new clients, including 1 cross-sell,
and 48 upsells in the third quarter. Calypso added 2 new clients, including 1
cross-sell, and 23 upsells. Nasdaq partnered with HSBC to co-develop
comprehensive exchange-traded derivatives (ETD) clearing capabilities in
Calypso, creating a unified platform HSBC has selected for clearing across OTC,
ETD, and repos. Nasdaq also launched a new operating environment which enables
clients to connect their own AI infrastructure and serve as an access point for
Calypso’s agentic capabilities. Market Technology signed 25 upsells in the
quarter and continued to shape Always-On markets, signing a deal with Bruce
Market s to power the first 24/7 continuous trading in U.S. equities. • Index
set new ETP assets under management (AUM) and net inflow records while executing
on its growth pillars of product innovation, international expansion, and
institutional adoption. Index had a record $ 141 billion in net inflows over the
trailing twelve months, including $ 49 billion in the third quarter. End-of-
period ETP AUM was $ 1.160 trillion and average ETP AUM over the third quarter
was $ 1.108 trillion, both new records. Nasdaq launched 32 new Index products in
the third quarter, including 10 in the institutional annuity space. Half of the
new products launched in the third quarter were outside the U.S. 4 • Nasdaq
extended its listings leadership with 8 of the 10 largest operating company IPOs
in the third quarter. Nasdaq welcomed 15 new operating companies that raised $32
billion in capital 7 , reflecting a 79% win rate 8 of new operating company
listings. The quarter’s strong performance contributed to a 74% year-to-date new
listings win rate. Year-to-date through the third quarter, new operating company
listings raised $144 billion in proceeds, reflecting 89% of total proceeds
raised. • Nasdaq expanded its distribution of private markets data through a
partnership with Juniper Square. The partnership embeds eVestment's private
markets data directly into Juniper Square’s client workflows, strengthening
Nasdaq's position as a trusted provider of institutional investment
intelligence. eVestment also expanded its coverage of private funds to more than
95,000, a 19% increase from the end of 2025. • Nasdaq executed several strategic
actions to advance the evolution of capital markets. Nasdaq formed Digital
Liquidity Networks (DLN), a new organization within Nasdaq Market Services
focused on advancing the company’s leadership in digital assets and market
modernization. Within DLN, Nasdaq completed the acquisition of LeveL Markets,
the third- largest Alternative Trading System (ATS) in the U.S. by trading
volume with more than 2,500 buy-side and sell-side clients. The acquisition,
which closed early in the fourth quarter, enhances Nasdaq’s ability to serve a
wider liquidity pool across off-exchange venues and deliver institutional-grade
liquidity and execution solutions to clients. • Market Service s set a new
record in third quarter net revenue and continued to lead the evolution of
markets including the transition to Always-On markets. Third quarter Market
Services net revenue benefitted from higher industry volumes across U.S. options
and European equities with robust performance in U.S. cash equities, which
achieved higher market share and near record capture. The Nasdaq Stock Market
remains on track to go live with 23/5 trading on December 6, 2026, expanding
global access to U.S.-listed equities. 5 ____________ 1 Represents revenue less
transaction-based expenses. 2 Organic change is generally calculated by removing
the impacts of changes in foreign exchange rates, and acquisitions and
divestitures during the one-year period post transaction. Adjusted and organic
change for 3Q26 as compared to 3Q25 are equivalent as they include the same
period over period adjustments . 3 Solutions revenue constitutes revenue from
our Capital Access Platforms and Financial Technology segments a s well as
certain Other revenues. These Other revenues of $2 million and $4 million in
3Q26 and 3Q25, respectively, relates to the sale of our Nasdaq Fund Secondaries
business and the sale of the Nasdaq Metrio platform and related customer
contracts , which were both sold in 3Q26. Other revenues in 3Q25 also included
$8 million related to the sale of the Solovis business, which was sold in 4Q25.
These revenues were previously included in our Capital Access Platforms Segment.
ARR and Annualized SaaS revenues for 3Q25 includes $42 million and $40 million,
respectively, related to these businesses. 4 ARR for a given period is the
current annualized value derived from subscription contracts with a defined
contract value. This excludes contracts that are not recurring, are one-time in
nature or where the contract value fluctuates based on defined metrics. For
AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is
consistent with the amount that we invoice the customer during the current
period. Additionally, for AxiomSL and Calypso recurring revenue contracts that
include annual values that increase over time, we include in ARR only the
annualized value of components of the contract that are considered active as of
the date of the ARR calculation. We do not include the future committed
increases in the contract value as of the date of the ARR calculation. ACV
Bookings for our Financial Technology segment excluding Financial Crime
Management Technology refers to the maximum annualized committed contract value
at the time of signature, excluding one-time fees and not accounting for initial
discounts. For Financial Crime Management Technology, ACV bookings is calculated
by averaging the total contract value over the contract term, including fixed
increases. ARR and ACV are supplemental metrics to help evaluate the performance
of the business. These measures are not a replacement for, and should be viewed
independently of, U.S. GAAP revenue and deferred revenue as they are performance
metrics, and are not intended to be combined with any of these items. ARR and
ACV are not a forecast, and the active contracts at the end of a reporting
period used in calculating these measures may or may not be extended or renewed
by our customers. There is no U.S. GAAP measure comparable to ARR or ACV. As
these metrics do not have any standardized definition they may not be comparable
to similarly titled measures presented by other companies and should be viewed
independently of revenue and deferred revenue and are not intended to be
combined with or to replace either of those items. 5 Refer to our
reconciliations of U.S. GAAP to non-GAAP metrics and organic and adjusted
impacts, included in the attached schedules. 6 U.S. GAAP operating expense and
tax rate guidance are not provided due to the inherent difficulty in quantifying
certain amounts due to a variety of factors including the unpredictability in
the movement in foreign currency rates, as well as future charges or reversals
outside of the normal course of business. 7 Listings proceeds for the quarter
reflect current quarter IPO activity only and YTD proceeds reflect greenshoe
shares exercised after the quarter in which the IPO occurred . 8 Listings win
rate includes eligible U.S. operating companies, direct listings, and SPAC
business combinations. 6 ABOUT NASDAQ Nasdaq (Nasdaq: NDAQ) is a leading
technology platform that powers the world’s economies. We architect the
infrastructure of the world’s most modern markets, power the innovation economy,
and build trust in the financial system. We empower economic opportunity by
designing and deploying advanced technology, data, and intelligence solutions
that enable our clients to capture opportunities, navigate risk, and strengthen
resilience. To learn more about the company, technology solutions and career
opportunities, visit us on LinkedIn , on X @Nasdaq , or at www.nasdaq.com . NON-
GAAP INFORMATION In addition to disclosing results determined in accordance with
U.S. GAAP, Nasdaq also discloses certain non-GAAP results of operations,
including, but not limited to, non-GAAP net income, non-GAAP diluted earnings
per share, non-GAAP operating income, and non-GAAP operating expenses, that
include certain adjustments or exclude certain charges and gains that are
described in the reconciliation tables of U.S. GAAP to non-GAAP information
provided at the end of this release. Management uses this non-GAAP information
internally, along with U.S. GAAP information, in evaluating our performance and
in making financial and operational decisions. We believe our presentation of
these measures provides investors with greater transparency and supplemental
data relating to our financial condition and results of operations. In addition,
we believe the presentation of these measures is useful to investors for period-
to- period comparisons of results as the items described below in the
reconciliation tables do not reflect ongoing operating performance. These
measures are not in accordance with, or an alternative to, U.S. GAAP, and may be
different from non-GAAP measures used by other companies. In addition, other
companies, including companies in our industry, may calculate such measures
differently, which reduces their usefulness as a comparative measure. Investors
should not rely on any single financial measure when evaluating our business.
This information should be considered as supplemental in nature and is not meant
as a substitute for our operating results in accordance with U.S. GAAP. We
recommend investors review the U.S. GAAP financial measures included in this
earnings release. When viewed in conjunction with our U.S. GAAP results and the
accompanying reconciliations, we believe these non-GAAP measures provide greater
transparency and a more complete understanding of factors affecting our business
than U.S. GAAP measures alone. We understand that analysts and investors
regularly rely on non-GAAP financial measures, such as those noted above, to
assess operating performance. We use these measures because they highlight
trends more clearly in our business that may not otherwise be apparent when
relying solely on U.S. GAAP financial measures, since these measures eliminate
from our results specific financial items that have less bearing on our ongoing
operating performance. Foreign exchange impact: In countries with currencies
other than the U.S. dollar, revenue and expenses are translated using monthly
average exchange rates. Certain discussions in this release isolate the impact
of year-over-year foreign currency fluctuations to better measure the
comparability of operating results between periods. Operating results excluding
the impact of foreign currency fluctuations are calculated by translating the
current period’s results by the prior period’s exchange rates. CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS Information set forth in this communication
contains forward-looking statements that involve a number of risks and
uncertainties. Nasdaq cautions readers that any forward-looking information is
not a guarantee of future performance and that actual results could differ
materially from those contained in the forward- looking information. Such
forward-looking statements include, but are not limited to (i) projections
relating to our future financial results, total shareholder returns, growth,
dividend program, trading volumes, products and services, ability to transition
to new business models, taxes and achievement of synergy
7
targets, (ii) statements about the closing or implementation dates and benefits
of certain acquisitions, divestitures and other strategic, restructuring,
technology, de-leveraging and capital allocation initiatives, (iii) statements
about our integrations of our recent acquisitions, (iv) statements relating to
any litigation or regulatory or government investigation or action to which we
are or could become a party, and (v) other statements that are not historical
facts. Forward-looking statements involve a number of risks, uncertainties or
other factors beyond Nasdaq’s control. These factors include, but are not
limited to, Nasdaq’s ability to implement its strategic initiatives, economic,
political and market conditions and fluctuations, geopolitical instability,
government and industry regulation, interest rate risk, and U.S. and global
competition. Further information on these and other factors are detailed in
Nasdaq’s filings with the U.S. Securities and Exchange Commission, including its
annual reports on Form 10-K and quarterly reports on Form 10-Q, which are
available on Nasdaq’s investor relations website at http://ir.nasdaq.com and the
SEC’s website at www.sec.gov. Nasdaq undertakes no obligation to publicly update
any forward- looking statement, whether as a result of new information, future
events or otherwise. WEBSITE DISCLOSURE Nasdaq intends to use its website,
ir.nasdaq.com, as a means for disclosing material non-public information and for
complying with SEC Regulation FD and other disclosure obligations.
Media Relations Contact Investor Relations Contact
David Lurie Ato Garrett
914.538.0533 212.401.8737
David.Lurie@nasdaq.com Ato.Garrett@nasdaq.com
8
Nasdaq,
Inc.
Condensed
Consolidat…
Statements
of
Income
(in
millions,
except per
share
amounts)
(unaudited)
Three Months Nine Months
EndedSeptem… EndedSeptemb…
30, 30,
2026 2025 2026 2025
Revenues:
Capital
Access $641 $534 $1,820 $1,552
Platforms
Financial 529 457 1,585 1,352
Technology
Market 1,221 967 3,640 3,208
Services
Other 2 21 18 63
Revenues
Total 2,393 1,979 7,063 6,175
revenues
Transactio…
expenses:
Transaction -623 -658 -2,059 -1,882
rebates
Brokerage,
clearance
and -289 -6 -616 -436
exchange
fees
Revenues
less 1,481 1,315 4,388 3,857
transactio…
expenses
Operating
Expenses:
Compensati…
and 379 353 1,118 1,033
benefits
Profession…
and 42 38 124 112
contract
services
Technology
and 93 80 264 236
communicat…
infrastruc…
Occupancy 34 32 103 90
General,
administra… 2 22 54 51
and other
Marketing
and 17 13 61 41
advertising
Depreciati…
and 165 158 496 471
amortizati…
Regulatory 11 12 29 41
Merger and
strategic 6 9 14 53
initiatives
Restructur… — 12 24 27
charges
Total
operating 749 729 2,287 2,155
expenses
Operating 732 586 2,101 1,702
income
Interest 10 8 23 32
income
Interest -86 -87 -259 -279
expense
Net gain
(loss) on -4 -2 84 37
divestitur…
Other
income 11 — -4 —
(loss)
Net income
from 38 24 86 73
unconsolid…
investees
Income
before 701 529 2,031 1,565
income
taxes
Income tax 162 106 466 296
provision
Net income $539 $423 $1,565 $1,269
Net loss
attributab…
to 1 — 1 1
noncontrol…
interests
Net income
attributab… $540 $423 $1,566 $1,270
to Nasdaq
Per share
informatio…
Basic
earnings $0.97 $0.74 $2.78 $2.21
per share
Diluted
earnings $0.96 $0.73 $2.76 $2.19
per share
Cash
dividends
declared $0.31 $0.27 $0.89 $0.78
per common
share
Weighted-a…
common
shares
outstanding
for
earnings
per share:
Basic 558.9 573.3 563.3 574.1
Diluted 563.3 579.0 567.6 579.3
9
Nasdaq, Inc.
Revenue Detail
(in millions)
(unaudited)
Three Months Nine Months
EndedSeptember EndedSeptember
30, 30,
2026 2025 2026 2025
CAPITAL ACCESS
PLATFORMS
Data and Listing $224 $204 $655 $594
Services
Index 286 206 778 595
Workflow and 131 124 387 363
Insights
Total Capital
Access Platforms 641 534 1,820 1,552
revenues
FINANCIAL
TECHNOLOGY
Financial Crime
Management 103 84 294 241
Technology
Regulatory 123 109 361 315
Technology
Capital Markets 303 264 930 796
Technology
Total Financial
Technology 529 457 1,585 1,352
revenues
MARKET SERVICES
Market Services 1,221 967 3,640 3,208
Transaction-bas…
expenses:
Transaction -623 -658 -2,059 -1,882
rebates
Brokerage,
clearance and -289 -6 -616 -436
exchange fees
Total Market
Services 309 303 965 890
revenues, net
OTHER REVENUES 2 21 18 63
REVENUES LESS
TRANSACTION-BAS… $1,481 $1,315 $4,388 $3,857
EXPENSES
10
Nasdaq, Inc.
Condensed Consolidated Balance Sheets
(in millions)
September 30, December 31,
2026 2025
Assets -unaudited
Current assets:
Cash and cash equivalents $365 $604
Restricted cash and cash equivalents 28 210
Default funds and margin deposits 2,530 5,842
Short-term investments 151 28
Receivables, net 1,171 943
Other current assets 287 376
Total current assets 4,532 8,003
Property and equipment, net 767 728
Goodwill 14,247 14,371
Intangible assets, net 6,106 6,511
Operating lease assets 481 447
Other non-current assets 1,250 993
Total assets $27,383 $31,053
Liabilities
Current liabilities:
Accounts payable and accrued expenses $252 $280
Section 31 fees payable to SEC 90 —
Accrued personnel costs 320 364
Deferred revenue 819 785
Other current liabilities 237 259
Default funds and margin deposits 2,530 5,842
Short-term debt 269 431
Total current liabilities 4,517 7,961
Long-term debt 8,471 8,573
Deferred tax liabilities, net 1,654 1,584
Operating lease liabilities 476 462
Other non-current liabilities 262 241
Total liabilities 15,380 18,821
Commitments and contingencies
Equity
Nasdaq stockholders' equity:
Common stock 6 6
Additional paid-in capital 4,067 5,122
Common stock in treasury, at cost -784 -716
Accumulated other comprehensive loss -1,944 -1,773
Retained earnings 10,654 9,588
Total Nasdaq stockholders' equity 11,999 12,227
Noncontrolling interests 4 5
Total equity 12,003 12,232
Total liabilities and equity $27,383 $31,053
11
Nasdaq, Inc.
Reconciliation
of U.S. GAAP to
Non-GAAP
Net Income
Attributable to
Nasdaq and
Diluted Earnings
Per Share
(in millions,
except per share
amounts)
(unaudited)
Three Months Nine Months
EndedSeptember EndedSeptember
30, 30,
2026 2025 2026 2025
U.S. GAAP net
income $540 $423 $1,566 $1,270
attributable to
Nasdaq
Non-GAAP
adjustments:
Amortization
expense of
acquired 121 122 364 365
intangible
assets1
Merger and
strategic 6 9 14 53
initiatives
expense2
Restructuring — 12 24 27
charges3
Gain from
extinguishment — — — -19
of debt4
Legal and
regulatory -16 1 -3 3
matters5
Net (gain) loss 4 2 -84 -37
on divestitures6
Net income from
unconsolidated -38 -24 -86 -73
investees7
Other (income) -11 4 9 6
loss8
Total non-GAAP 66 126 238 325
adjustments
Non-GAAP
adjustment to -14 -32 -58 -84
the income tax
provision9
Other tax -4 -6 -4 -51
adjustments10
Total non-GAAP
adjustments, net 48 88 176 190
of tax
Non-GAAP net
income $588 $511 $1,742 $1,460
attributable to
Nasdaq
U.S. GAAP
diluted earnings $0.96 $0.73 $2.76 $2.19
per share
Total impact
from NonGAAP 0.08 0.15 0.31 0.33
adjustments
above
Non-GAAP diluted
earnings per $1.04 $0.88 $3.07 $2.52
share
Weighted-average
diluted common
shares 563.3 579.0 567.6 579.3
outstanding
forearnings per
share:
12
Nasdaq, Inc.
Reconciliation
of U.S. GAAP to
Non-GAAP
Operating
Income and
Operating
Margin
(in millions)
(unaudited)
Three Months Nine Months
EndedSeptember EndedSeptember
30, 30,
2026 2025 2026 2025
U.S. GAAP
operating $732 $586 $2,101 $1,702
income
Non-GAAP
adjustments:
Amortization
expense of
acquired 121 122 364 365
intangible
assets1
Merger and
strategic 6 9 14 53
initiatives
expense2
Restructuring — 12 24 27
charges3
Gain from
extinguishment — — — -19
of debt4
Legal and
regulatory -16 1 -3 3
matters5
Other loss — 2 1 4
Total non-GAAP 111 146 400 433
adjustments
Non-GAAP
operating $843 $732 $2,501 $2,135
income
Revenues less
transaction-ba… $1,481 $1,315 $4,388 $3,857
expenses
U.S. GAAP
operating 49% 45% 48% 44%
margin11
Non-GAAP
operating 57% 56% 57% 55%
margin12
Note:
The percentages
are calculated
based on
exact dollars,
and therefore
may not
recalculate
exactlyusing
rounded numbers
as presented in
US$ millions.
13
Nasdaq, Inc.
Reconciliation
of U.S. GAAP to
Non-GAAP
Operating
Expenses
(in millions)
(unaudited)
Three Months Nine Months
EndedSeptember EndedSeptember
30, 30,
2026 2025 2026 2025
U.S. GAAP
operating $749 $729 $2,287 $2,155
expenses
Non-GAAP
adjustments:
Amortization
expense of
acquired -121 -122 -364 -365
intangible
assets1
Merger and
strategic -6 -9 -14 -53
initiatives
expense2
Restructuring — -12 -24 -27
charges3
Gain on
extinguishment — — — 19
of debt4
Legal and
regulatory 16 -1 3 -3
matters5
Other loss — -2 -1 -4
Total non-GAAP -111 -146 -400 -433
adjustments
Non-GAAP
operating $638 $583 $1,887 $1,722
expenses
14
Nasdaq, Inc.
Footnotes to Press Release
Financial Tables
We amortize intangible assets acquired in
connection with various acquisitions. Intangible
1 assetamortization expense can vary from period
to period due to episodic acquisitions
completed, ratherthan from our ongoing business
operations.
We have pursued various strategic initiatives
and completed acquisitions and divestitures in
recentyears that have resulted in expenses which
would not have otherwise been incurred. These
expensesgenerally include integration costs, as
well as legal, due diligence and other
third-party transactioncosts. The frequency and
the amount of such expenses vary significantly
2 based on the size, timing andcomplexity of the
transaction. For the three and nine months ended
September 30, 2026, these costsincluded amounts
associated with various strategic initiative
costs. For the three and nine monthsended
September 30, 2025, these costs primarily
included amounts associated with the transfer
ofopen positions in our Nordic power futures
business, Adenza integration costs and other
strategicinitiative costs.
In the fourth quarter of 2023, following the
closing of the Adenza acquisition, our
managementapproved, committed to and initiated a
restructuring program, “Adenza Restructuring” to
optimize ourefficiencies as a combined
organization. We initiated the program upon the
acquisition of Adenza andfurther expanded the
3 program in the fourth quarter of 2024 following
the achievement of our initialtargets. We have
incurred costs principally related to
employee-related costs, contract
terminations,asset impairments and other related
cost. Actions taken as part of this program were
completed as ofDecember 31, 2025, and all costs
were incurred as of June 30, 2026.
For the nine months ended September 30, 2025, we
recorded a gain on the extinguishment of
4 debt.This gain is recorded in general,
administrative and other expense in our
Condensed ConsolidatedStatements of Income.
For the three and nine months ended September
30, 2026, this includes a favorable legal
settlement,recorded in general, administrative
and other expense in the Condensed Consolidated
5 Statements ofIncome. For the three and nine
months ended September 30, 2026 and 2025, this
also includesaccruals relating to certain legal
matters, which are recorded in professional and
contract services inthe Condensed Consolidated
Statements of Income.
Net loss on divestitures for the three months
ended September 30, 2026 relates to the net
impact ofthe sale of theNasdaq Metrio platform
and related customer contracts, and the sale of
Nasdaq FundSecondaries. Net gain on divestitures
for the nine months endedSeptember 30, 2026 and
September30, 2025 primarily relates to the
6 divestiture of our Nordic power futures
business, net of costs to sell,partially offset
by the net loss described above for the nine
months ended September 30, 2026. Forthe nine
months ended September 30, 2025, this also
includes a gain on sale of our Nasdaq
RiskModelling for Catastrophes business, net of
costs to sell.
We exclude our share of the earnings and losses
of our equity method investments. This provides
7 amore meaningful analysis of Nasdaq’s ongoing
operating performance or comparisons in
Nasdaq’sperformance between periods.
For the three and nine months ended September
30, 2026 and 2025, other items primarily include
netgains and losses from strategic investments
entered into through our corporate venture
program. Forthe nine months ended September 30,
8 2026, this also includes intangible asset
impairments ofcustomer relationships and
licenses relating to the wind-down of our Nordic
power futures business.The net effect of these
items is included in other income (loss) in our
Condensed ConsolidatedStatements of Income.
For the three and nine months ended September
9 30, 2026 and 2025, the non-GAAP adjustment to
theincome tax provision includes the tax impact
of each non-GAAP adjustment.
For the nine months ended September 30, 2025,
other tax adjustments primarily reflect a tax
10 benefitrelated to payments made to certain
former Adenza employees and the release of the
prior years'reserves following a favorable audit
settlement.
U.S. GAAP operating margin equals U.S. GAAP
11 operating income divided by revenues
lesstransaction-based expenses.
Non-GAAP operating margin equals non-GAAP
12 operating income divided by revenues less
transaction-based expenses.
15
Nasda…
Inc.
Recon…
of
Organ…
Impac…
(in
milli…
except
per Three
share Months FX/Dive…
amoun… EndedS… Total sitions Organic
(unau… 30, Varian… impact Varian…
──────────────────────────────────────────────────────────────────────────────
2026 2025 $ % $ % $ %
Capit…
Access
Platf…
Data
and $224 $204 $20 10% $(1) —% $21 10%
Listi…
Servi…
Index 286 206 80 39% — —% 80 39%
Workf…
and 131 124 7 6% 1 —% 6 5%
Insig…
Total
Capit… 641 534 107 20% — —% 107 20%
Acces…
reven…
Finan…
Techn…
Finan…
Crime 103 84 19 23% — —% 19 23%
Manag…
Regul… 123 109 14 13% — —% 14 13%
Techn…
Capit…
Marke… 303 264 39 15% 1 —% 38 14%
Techn…
Total
Finan… 529 457 72 16% 1 —% 71 16%
reven…
Market
Servi… 309 303 6 2% — —% 6 2%
netre…
Other 2 21 -19 (91)% -19 (88)% — —%
reven…
Reven…
less $1,481 $1,315 $166 13% $(18) (1)% $184 14%
trans…
expen…
Solut… $1,172 $1,003 $169 17% $(9) (1)% $178 18%
reven…
Non-G… $638 $583 $55 9% $(15) (3)% $70 12%
Opera…
Non-G… $843 $732 $111 15% $(3) —% $114 16%
Opera…
Non-G…
dilut… $1.04 $0.88 $0.16 18% $— —% $0.16 19%
earni…
share
Note:
The
perce…
are
calcu…
based
on
exact
dolla…
and
there…
may
not
recal…
exact…
using
round…
as
prese…
in US$
milli…
The
sum of
the
perce…
chang…
may
not
tie to
the
perce…
change
in
total…
due to
round…
1Orga…
varia…
is
calcu…
by
remov…
the
impac…
of
chang…
in
forei…
excha…
rates,
acqui…
anddi…
2Total
Solut…
reven…
inclu…
Capit…
Access
Platf…
and
Finan…
Techn…
reven…
as
well
as $2
milli…
and$4
milli…
of
Other
reven…
in the
third
quart…
of
2026
and
the
third
quart…
of
2025,
respe…
relat…
to the
sale
of
ourNa…
Fund
Secon…
busin…
and
the
sale
of the
Nasdaq
Metrio
platf…
and
relat…
custo…
contr…
which
wereb…
sold
in the
third
quart…
of
2026.
The
third
quart…
of
2025
also
inclu…
$8
milli…
of
Other
reven…
relat…
to the
saleof
the
Solov…
busin…
which
was
sold
in
the
fourth
quart…
of
2025.
16
Nasdaq,
Inc.
Key Drivers
Detail
(unaudited)
Three Nine Months
Months EndedSeptem…
EndedSepte… 30,
30,
2026 2025 2026 2025
Capital
Access
Platforms
Annualized
recurring $1,411 $1,303 $1,411 $1,303
revenues (in
millions)1
Initial
public
offerings
The Nasdaq 46 76 177 218
Stock Market
Nasdaq
operating 15 46 56 129
company IPOs
SPACs 31 30 121 89
Exchanges
that
comprise
Nasdaq 7 2 20 12
Nordic and
Nasdaq
Baltic
Total new
listings
The Nasdaq 167 205 531 569
Stock Market
Exchanges
that
comprise
Nasdaq 8 4 28 19
Nordic and
Nasdaq
Baltic2
Number of
listed
companies
The Nasdaq
Stock 4,726 4,359 4,726 4,359
Market3
Exchanges
that
comprise
Nasdaq 1,103 1,133 1,103 1,133
Nordic and
Nasdaq
Baltic4
Index
Number of
licensed
exchange 487 439 487 439
traded
products
Period end
ETP assets
under
management
(AUM) $1,160 $829 $1,160 $829
tracking
Nasdaqindex…
(in
billions)
Total
average ETP
AUM tracking $1,108 $777 $1,000 $701
Nasdaq
indexes (in
billions)
TTM5net
inflows ETP
AUM tracking $141 $91 $141 $91
Nasdaq
indexes (in
billions)
TTM5net
appreciation
ETP AUM
tracking $190 $138 $190 $138
Nasdaq
indexes (in
billions)
Financial
Technology
Annualized
recurring
revenues (in
millions)1
Financial
Crime $375 $316 $375 $316
Management
Technology
Regulatory 443 389 443 389
Technology
Capital
Markets 1,136 957 1,136 957
Technology
Total
Financial $1,954 $1,662 $1,954 $1,662
Technology
Market
Services
Equity
Derivative
Trading and
Clearing
U.S. equity
options
Total
industry
average 63.8 55.8 64.3 54.0
daily volume
(in
millions)
Nasdaq PHLX
matched 10.4% 10.4% 11.4% 9.7%
market share
The Nasdaq
Options
Market 3.2% 2.5% 2.8% 3.9%
matched
market share
Nasdaq Texas
Options
matched 1.2% 1.6% 1.3% 1.7%
market share
(formerly
Nasdaq BX)
Nasdaq ISE
Options 6.6% 7.0% 6.4% 6.8%
matched
market share
Nasdaq GEMX
Options 3.2% 3.5% 3.3% 3.9%
matched
market share
Nasdaq MRX
Options 3.5% 3.5% 3.9% 3.0%
matched
market share
Total
matched
market share 28.1% 28.5% 29.1% 29.0%
executed on
Nasdaq's
exchanges
Nasdaq
Nordic and
Nasdaq
Baltic
options and
futures
Total
average
daily volume 193,881 184,267 221,178 220,416
of options
and futures
contracts
17
Cash Equity Trading
Total U.S.-listed securities
Total industry average daily 16.9 17.6 19.0 17.2
share volume (in billions)
Matched share volume (in 157.5 158.6 525.7 454.4
billions)
The Nasdaq Stock Market matched 14.1% 13.7% 14.4% 13.8%
market share
Nasdaq Texas matched market 0.3% 0.3% 0.3% 0.3%
share (formerly Nasdaq BX)
Nasdaq PSX matched market share 0.1% 0.1% 0.1% 0.1%
Total matched market share 14.5% 14.1% 14.8% 14.2%
executed on Nasdaq's exchanges
Market share reported to the
FINRA/Nasdaq Trade Reporting 47.7% 47.6% 46.5% 47.7%
Facility
Total market share6 62.2% 61.7% 61.3% 61.9%
Nasdaq Nordic and Nasdaq Baltic
securities
Average daily number of equity
trades executed on 653,117 627,568 730,953 736,829
Nasdaq'sexchanges
Total average daily value of $5.3 $4.5 $6.0 $5.2
shares traded (in billions)
Total market share executed on 75.0% 72.8% 74.6% 71.8%
Nasdaq's exchanges7
Annualized Recurring Revenue
(ARR) for a given period is the
current annualized value
derived from
subscriptioncontracts with a
defined contract value. This
excludes contracts that are not
recurring, are one-time in
nature, orwhere the contract
value fluctuates based on
defined metrics. ARR is
currently one of our key
performance metricsto assess
the health and trajectory of
our recurring business. ARR
does not have any standardized
definition and istherefore
unlikely to be comparable to
similarly titled measures
presented by other companies.
ARR should beviewed
independently of revenue and
deferred revenue and is not
intended to be combined with or
1 to replace eitherof those
items. For AxiomSL and Calypso
recurring revenue contracts,
the amount included in ARR is
consistent withthe amount that
we invoice the customer during
the current period.
Additionally, for AxiomSL and
Calypso recurringrevenue
contracts that include annual
values that increase over time,
we include in ARR only the
annualized value ofcomponents
of the contract that are
considered active as of the
date of the ARR calculation. We
do not include thefuture
committed increases in the
contract value as of the date
of the ARR calculation. ARR is
not a forecast and theactive
contracts at the end of a
reporting period used in
calculating ARR may or may not
be extended or renewed byour
customers.
New listings include IPOs and
represent companies listed on
2 the Nasdaq Nordic and Nasdaq
Baltic exchanges andcompanies
on the alternative markets of
Nasdaq First North.
Number of total listings on The
Nasdaq Stock Market for the
3 three and nine months ended
September 30, 2026 and2025
included 1,292 and 1,000 ETPs,
respectively.
Represents companies listed on
the Nasdaq Nordic and Nasdaq
4 Baltic exchanges and companies
on the alternativemarkets of
Nasdaq First North.
5 Trailing twelve months.
Includes transactions executed
on The Nasdaq Stock Market's,
Nasdaq Texas's (formerly Nasdaq
6 BX) and NasdaqPSX's systems
plus trades reported through
the Financial Industry
Regulatory Authority/Nasdaq
Trade ReportingFacility.
European cash equities markets
include cash equities exchanges
of Sweden, Denmark, Finland,
and Iceland. Minoradjustments
7 to prior periods reflect data
from a new consolidated data
provider that accurately
captures all primarytrading
venues and Multilateral Trading
Facilities.