AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 31/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Customer‑specific deliverables with no alternative use and a right to payment, milestone/upfront billing, and routine non‑distinct modifications, plus large deferred revenue, demonstrate embeddedness. Realized price increases support a structural edge beyond cost.
durability · 2/4 · Multi‑year deferred revenue and ARR growth indicate persistence. However, the absence of renewal/churn disclosure and some professional‑services softness temper durability confidence.
customer dependency · 2/4 · Clients control the created asset while Nasdaq has a right to payment; contract terms and modifications imply operational dependence. Direct customer retention metrics are not disclosed.
erosion resilience · 2/4 · Price increases and a pricing‑structure change show resilience, but EU cost‑plus rules on market data and the active EC antitrust probe pose risks that could constrain or erode advantages.
Pricing power63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Regulatory Technology growth was primarily driven by price increases; Capital Markets Technology also benefited from a change in pricing structure.
retention · 2/4 · ARR increased and deferred revenue spans multiple future years, indicating repeat demand and upsells. No direct renewal/churn figures are provided.
margin resilience · 3/4 · 3Q26 net revenue and operating income rose double‑digits; similar strength was evident earlier in 2026, indicating resilient earnings power.
contractual freedom · 2/4 · Nasdaq executed price increases and adjusted pricing structures, but EU MiFID II imposes cost‑plus constraints on regulated market‑data pricing.
Predictability91
Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 8.97
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 2.26
- observedAnnualPeriods
- 5.00
Financial strength56
Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.
capital adequacy · 2/4 · Balance sheet shows equity near $12B and long‑term debt near $8.5B; the exit from commodities clearing and modest remaining regulatory capital needs support adequacy absent a bank‑style ratio.
liquidity funding · 2/4 · Cash on hand, access to commercial paper, and an undrawn revolving credit facility provide liquidity flexibility.
asset liability risk · 2/4 · Default funds and margin deposits declined with the commodities clearing wind‑down; remaining regulatory capital needs are limited, reducing related risk.
earnings resilience · 3/4 · Net revenue and earnings rose strongly through 2026 YTD, supported by diversified segments and operating leverage.
Capital allocation56
Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.
capital efficiency · 2/4 · Earnings growth and operating leverage improved, but no ROE/ROIC data is provided here; significant amortization of intangibles persists.
distributions and buffers · 2/4 · Dividend was raised to $0.31 and buybacks were sizable, while maintaining an undrawn revolver; buffer metrics are not quantified.
dilution and cost · 2/4 · Diluted share count declined year‑over‑year due to repurchases; some debt was repaid, though total long‑term debt remains meaningful.
investment discipline · 3/4 · Pruned non‑core assets (commodities clearing, Solovis, Risk Modelling) and realized gains, focusing the portfolio on core technology and index franchises.
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Significant dividends and repurchases alongside some debt repayment; revolver undrawn. Framework appears balanced, though leverage targets/headroom are not detailed here.
incentive alignment · 3/4 · Compensation emphasizes performance (100% annual and 80% long‑term), includes clawbacks and robust executive stock‑ownership guidelines.
execution · 3/4 · Double‑digit revenue growth across divisions and ARR expansion; listings franchise captured marquee IPOs and maintained strong win rates.
governance · 2/4 · Independent committees (with audit experts) and executive‑session practices support oversight. The 5% voting cap limits shareholder influence.
Evidence
asset with alternative use, and we have a right to payment for
filing-1 revenue recognition policy · Filed 12/02/2026
F-17
For our long-term contracts, payments are generally made
filing-1 revenue recognition/payment terms · Filed 12/02/2026
In most instances, contract modifications are for goods and services that are not distinct, and, therefore, are accounted for as part of the existing contract.
filing-2 contract modifications · Filed 21/02/2025
revenue will be recognized in the following years:
Fiscal year
ended:
2026
2027
2028
2029
2030
2031+
Total
Capital Access Platforms:
(in millions)
Initial
Listings
$39
$26
$14
$9
$6
$2
$96
Annual
Listings
3
—
—
—
—
—
3
Workflow &
Insights
196
3
—
—
—
—
199
Other
13
7
4
—
—
—
24
Financial Technology:
Financial
Crime
Management
Technology
186
3
—
—
—
—
189
Regulatory
Technology
163
3
—
—
—
—
166
Capital
Markets
Technology
185
7
3
1
—
—
196
Total
$785
$49
$21
$10
$6
$2
$873
The timing of recognition of deferred revenue related to
filing-1 deferred revenue timing by future years · Filed 12/02/2026
six months ended June 30, 2026, compared with the same
filing-5 MD&A segment drivers/pricing · Filed 23/07/2026
revenues from our AxiomSL and Surveillance solutions
filing-4 MD&A segment drivers/pricing · Filed 22/10/2026
change in pricing structure, increased subscription revenues
filing-4 MD&A pricing structure change · Filed 22/10/2026
Total indefinite-lived intangible
assets
$1,239
$1,173
Total intangible assets, net
$6,511
$6,905
There was no impairment of intangible assets for the years
filing-1 intangible assets note · Filed 12/02/2026
trillion for the first time, with end-of-period ETP AUM of $1.114 trillion and average ETP AUM
filing-8 Index AUM/inflows · Filed 23/07/2026
•Index revenue of $286 million grew 39% on both a reported and organic
filing-6 Index revenue/inflows · Filed 22/10/2026
74% win rate7 of new operating company listings.
filing-8 listings win rate · Filed 23/07/2026
operating companies, direct listings, and SPAC business combinations.
filing-10 listings leadership/win rate · Filed 23/04/2026
data shall be based on cost plus a reasonable margin.
filing-1 EU MiFID II market data pricing rule · Filed 12/02/2026
In November 2025, the EC opened a formal antitrust
filing-5 EC antitrust investigation · Filed 23/07/2026
Three Months Ended September 30,
Percentage
Change
2026
2025
(in millions, except per share
amounts)
Revenues less
transaction-based
expenses
$1,481
$1,315
12.6%
Operating expenses
749
729
2.7%
Operating income
$732
$586
24.9%
Net income
attributable to
Nasdaq
$540
$423
27.8%
Diluted earnings per
share
$0.96
$0.73
31.3%
Cash dividends
declared per
common share
$0.31
$0.27
14.8%
Nine Months Ended September 30,
Percentage
Change
2026
2025
(in millions, except per share
amounts)
Revenues less
transaction-based
expenses
$4,388
$3,857
13.8%
Operating expenses
2,287
2,155
6.1%
Operating income
$2,101
$1,702
23.5%
Net income
attributable to
Nasdaq
$1,566
$1,270
23.4%
Diluted earnings per
share
$2.76
$2.19
25.9%
Cash dividends
declared per
common share
$0.89
$0.78
14.1%
filing-4 quarterly results YoY · Filed 22/10/2026
(US$ millions, except per share)
3Q26
YoY change %
Organic2
YoY change %
Adjusted2 YoY
change %
Solutions revenue
$1,172
17%
18%
18%
Market Services net revenue
$309
2%
2%
2%
Net revenue
$1,481
13%
14%
14%
GAAP operating income
$732
25%
Non-GAAP operating income
$843
15%
16%
16%
ARR
$3,365
12%
14%
14%
GAAP diluted EPS
$0.96
31%
Non-GAAP diluted EPS
$1.04
18%
19%
19%
2
FINANCIAL REVIEW
•Third quarter 2026 net revenue was $1.5 billion, reflecting 13% growth on a reported basis
filing-6 earnings release highlights · Filed 22/10/2026
•In the third quarter of 2026, the company returned $173 million to
filing-6 capital returns · Filed 22/10/2026
•In the second quarter of 2026, the company returned $174 million to
filing-8 capital returns and net debt repayment · Filed 23/07/2026
As of September 30, 2026, no amounts were outstanding on
filing-4 undrawn revolving credit facility · Filed 22/10/2026
GAAP effective tax rate
22.9%
20.0%
Total adjustments from non-
GAAP tax rate
0.4%
2.0%
Non-GAAP effective tax rate
23.3%
22.0%
Weighted-average common
shares outstanding for diluted
earnings per share
563.3
579.0
U.S.
filing-4 diluted shares outstanding · Filed 22/10/2026
April 2026. We no longer provide commodities clearing and
filing-4 wind‑down of commodities clearing · Filed 22/10/2026
regulatory capital. As of September 30, 2026, other required
filing-4 other regulatory capital requirements · Filed 22/10/2026
All Board Committees, except for the Finance Committee, are comprised exclusively of independent directors, as
filing-12 independent committees/oversight · Filed 24/04/2026
The table below shows the voting results, which exclude excess shares that were ineligible to vote as a result of the 5% voting limitation in the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”).
filing-14 5% voting limitation · Filed 16/06/2026
65
2026 NASDAQ PROXY STATEMENT
What We DO
What We DON’T Do
Pay for performance: 100% of annual incentives
filing-12 compensation practices (pay for performance, clawbacks) · Filed 24/04/2026
Title
Value of Shares Owned
Chair and CEO
12 x base salary
Presidents
6 x base salary
CFO
6 x base salary
Management Committee Members
4 x base salary
Other EVPs
3 x base salary
Individual holdings, shares jointly owned with immediate family members or held in trust, RSUs (whether vested or
filing-12 executive stock ownership guidelines · Filed 24/04/2026
•Annualized Recurring Revenue (ARR)3,4 of $3.4 billion increased 12%
filing-6 ARR growth · Filed 22/10/2026
professional services revenues. For the nine months ended
filing-4 segment mix: lower professional services · Filed 22/10/2026
8. DEBT OBLIGATIONS
The following table presents the changes in the carrying
filing-5 debt changes/commercial paper and notes · Filed 23/07/2026
Modelling for Catastrophes business previously included in
filing-5 divestiture: Risk Modelling for Catastrophes · Filed 23/07/2026
In October 2025, Nasdaq completed the sale of our Solovis
filing-5 divestiture: Solovis business · Filed 23/07/2026
•
First quarter 2026 net revenue1 was$1.4 billion, an increase of 14% over the first quarter of 2025, or 13% on an organic2 basis.
filing-10 Q1 2026 net revenue growth · Filed 23/04/2026
September 30, 2026
December 31, 2025
(unaudited)
Assets
Current assets:
Cash and cash equivalents
$365
$604
Restricted cash and cash equivalents
28
210
Default funds and margin deposits (including restricted cash and cash equivalents of
$755 and $3,120, respectively)
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, $0.01 par value, 900,000,000 shares authorized, shares issued:
filing-4 balance sheet (cash, default funds, debt, equity) · Filed 22/10/2026
Nasdaq, Inc.
Condensed Consolidated Statements of Income
filing-8 income statement (2Q/1H results) · Filed 23/07/2026
