Nasdaq Stockholders’ Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Nasdaq Stockholders' Equity

NASDAQ STOCKHOLDERS' EQUITY

Common Stock

As of March 31, 2023, 900,000,000 shares of our common stock were authorized, 512,113,066 shares were issued and 489,851,097 shares were outstanding. As of December 31, 2022, 900,000,000 shares of our common stock were authorized, 513,157,630 shares were issued and 491,592,491 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 22,261,969 shares of common stock in treasury as of March 31, 2023 and 21,565,139 shares as of December 31, 2022, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.

Share Repurchase Program

As of March 31, 2023, the remaining aggregate authorized amount under the existing share repurchase program was $491 million.

These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date.

The following is a summary of our share repurchase activity, reported based on settlement date, for the three months ended March 31, 2023:

	Three Months Ended March 31, 2023
Number of shares of common stock repurchased	2,610,000
Average price paid per share	$	61.08
Total purchase price (in millions)	$	159

In the table above, the number of shares of common stock repurchased excludes an aggregate of 696,830 shares withheld upon the vesting of restricted stock and PSUs for the three months ended March 31, 2023.

As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. As of March 31, 2023 and December 31, 2022, no shares of preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the first three months of 2023, our board of directors declared and paid the following cash dividends:

Declaration Date	Dividend Per Common Share		Record Date	Total Amount Paid		Payment Date
				(in millions)
January 24, 2023	$	0.20	March 17, 2023	$	98	March 31, 2023

The total amount paid of $98 million was recorded in retained earnings within Nasdaq's stockholders' equity in the Condensed Consolidated Balance Sheets at March 31, 2023.

In April 2023, the board of directors approved a regular quarterly cash dividend of $0.22 per share on our outstanding common stock, which reflects an increase of 10% from our most recent quarterly cash dividend of $0.20 per share. The dividend is payable on June 30, 2023 to shareholders of record at the close of business on June 16, 2023. The estimated aggregate payment of this dividend is $108 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.

The board of directors maintains a dividend policy with the intention to provide stockholders with regular and increasing dividends as earnings and cash flows increase.