Nasdaq, Inc. Common Stock press release

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 UPDATE6

• 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%.

STRATEGIC AND BUSINESS UPDATES

• Financial Technology 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 deals 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 fifth 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 signed 9 new 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 Markets 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 Markets 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.

• 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 capital7, reflecting a 79% win rate8 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 Services 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.

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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 as 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.

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.