Nasdaq, Inc. (NDAQ) - Q2 2026 10-Q Summary
Business Context and Reporting Period
This summary covers Nasdaq, Inc.'s Form 10-Q for the quarterly period ended June 30, 2026. Nasdaq 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/Derivative Trading, Tape Plans). The company reported strong performance driven by record IPO activity, including the historic SpaceX listing, and double-digit growth in its Financial Technology segment.
Key Financial Metrics (Six Months Ended June 30, 2026)
| Metric | 2026 (YTD) | 2025 (YTD) | Change |
|---|---|---|---|
| Total Revenues | $4,670 million | $4,196 million | +11.3% |
| Revenues less Transaction-Based Expenses | $2,908 million | $2,543 million | +14.4% |
| Operating Income | $1,369 million | $1,115 million | +22.7% |
| Net Income | $1,026 million | $847 million | +21.2% |
| Diluted EPS | $1.80 | $1.46 | +23.3% |
| Operating Cash Flow | $1,400 million | $1,409 million | -0.6% |
| Total Debt Obligations | $8,761 million | $9,004 million | -2.7% |
| Cash & Cash Equivalents | $520 million | $604 million | -13.9% |
Material Changes vs. Prior Period
- Revenue Growth: Total revenues increased 11.3% year-over-year. Market Services grew 8.0% (driven by record U.S. equity options volumes), Financial Technology grew 17.9%, and Capital Access Platforms grew 15.5%.
- Profitability: Operating income margin expanded significantly, rising 22.7% to $1.369 billion, outpacing revenue growth due to disciplined expense management and lower merger-related costs compared to the prior year.
- Divestitures: The company recognized a net gain on divestitures of $89 million, primarily from the completed transfer of open positions in its Nordic power futures business.
- Capital Return: Nasdaq repurchased $903 million of common stock (10.4 million shares) and paid $327 million in dividends during the six-month period.
- Debt Management: Total debt decreased as the company repaid its 2026 Notes ($500 million principal) and utilized commercial paper ($269 million outstanding) to manage liquidity.
Guidance, Outlook, and Risks
- Outlook: Management highlighted a strengthening IPO environment and record ETP Assets Under Management (AUM) exceeding $1.0 trillion. Financial Technology continues to deliver double-digit revenue and ARR growth.
- Strategic Initiatives: In July 2026, Nasdaq announced the acquisition of Dasseti, Inc. (AI-powered due diligence) and an agreement to sell Nasdaq Fund Secondaries. These are not expected to be material individually.
- Risks & Contingencies:
- Regulatory: The European Commission opened a formal antitrust investigation in November 2025 regarding potential competition law breaches in Nordic financial derivatives. The outcome and potential fines remain uncertain.
- Market Risk: Exposure to foreign currency fluctuations (primarily Euro and Swedish Krona) and interest rate changes on variable-rate debt (commercial paper and revolving credit facility).
- Operational: Risks related to cybersecurity, technology reliability, and the integration of acquired businesses.
Investor Verification Checklist
- Divestiture Gains: Verify the sustainability of the $89 million net gain on divestitures, as this is a non-recurring item impacting net income.
- Regulatory Investigation: Monitor updates on the European Commission antitrust investigation regarding Nordic derivatives trading for potential fines or operational restrictions.
- Share Repurchase Capacity: Confirm the remaining $2.5 billion authorization under the share repurchase program and the impact of the new $250 million ASR agreement entered in July 2026.
- Debt Maturities: Review the debt schedule, noting the repayment of the 2026 Notes and the upcoming maturities of the 2028 and 2029 Notes.
- Non-GAAP Reconciliation: Review the reconciliation of Non-GAAP Net Income ($1.154 billion) to GAAP Net Income ($1.026 billion) to understand the impact of amortization and restructuring charges.