Nasdaq, Inc. (NDAQ) - Q1 2026 10-Q Summary
Business Context and Reporting Period
This report covers the quarterly period ended March 31, 2026. Nasdaq, Inc. operates as a leading technology platform powering global financial markets through three primary segments: Capital Access Platforms (Data, Listing, Index, Workflow & Insights), Financial Technology (Financial Crime, Regulatory, Capital Markets Tech), and Market Services (Equity Derivatives, Cash Equity, Tape Plans). As of March 31, 2026, the company listed 5,677 companies across its U.S., Nordic, and Baltic exchanges, with a combined U.S. market capitalization of approximately $36.4 trillion.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Total Revenues | $2,137 million | $2,096 million |
| Revenues less Transaction-Based Expenses | $1,407 million | $1,237 million |
| Operating Income | $657 million | $547 million |
| Net Income | $519 million | $395 million |
| Diluted EPS | $0.91 | $0.68 |
| Operating Cash Flow | $689 million | $663 million |
| Cash and Cash Equivalents | $515 million | $690 million |
| Total Debt Obligations | $8,957 million | $9,004 million |
Segment Performance: Financial Technology revenue grew 19.7% to $517 million. Capital Access Platforms grew 11.4% to $565 million. Market Services gross revenue declined 8.1% to $1,047 million, but net revenues (less transaction expenses) increased 12.8% to $317 million due to a significant reduction in Section 31 fees passed through to customers.
Material Changes vs. Prior Period
- Divestiture Gain: Net income was significantly boosted by an $89 million net gain on divestitures, primarily from the completion of the Nordic power futures business transfer to a European exchange.
- Expense Growth: Operating expenses increased 8.8% to $750 million, driven by higher compensation (due to headcount growth to 9,613), technology infrastructure investments, and restructuring charges ($11 million vs. $5 million prior year).
- Transaction Expenses: Brokerage, clearance, and exchange fees dropped 97.9% to $6 million, largely due to the elimination of Section 31 fees which were reduced to zero in Q2 2025.
- Shareholder Returns: The company repurchased $548 million of common stock (6.3 million shares) and declared a quarterly dividend of $0.27 per share, an increase from $0.24 in the prior year.
Guidance, Outlook, and Risks
Management Commentary: Management highlighted record net revenues in Market Services driven by strong volumes and market share. The Index business saw net inflows of $79 billion over the trailing twelve months, with ETP AUM reaching $836 billion. Financial Technology delivered 20% revenue growth and 18% ARR growth.
Dividend Increase: In April 2026, the Board approved a 15% increase in the quarterly dividend to $0.31 per share, payable in June 2026.
Risks and Contingencies:
- Regulatory Investigation: The European Commission opened a formal antitrust investigation in November 2025 regarding potential competition law breaches related to Nordic financial derivatives trading. The outcome and potential fines remain uncertain.
- Market Volatility: Performance is sensitive to trading volumes, IPO activity, and geopolitical instability.
- Integration Risks: Ongoing integration of acquired businesses (e.g., Adenza) carries execution risks.
Investor Verification Checklist
- Divestiture Proceeds: Verify the timing of cash receipt for the $89 million gain on the Nordic power futures divestiture (noted as received in April 2026).
- Regulatory Capital: Confirm the impact of the European Commission antitrust investigation on future operating costs or potential fines.
- Debt Maturities: Review the schedule for the $431 million in short-term debt (2026 Notes) maturing in June 2026.
- Share Repurchase Capacity: Note the remaining $2.9 billion authorization under the share repurchase program.
- Non-GAAP Adjustments: Reconcile GAAP Net Income ($519M) to Non-GAAP Net Income ($549M) to understand the impact of amortization and restructuring charges on core performance.