Nasdaq Stockholders’ Equity

6 Months Ended

Jun. 30, 2026

Equity [Abstract]

Nasdaq Stockholders' Equity

NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of June 30, 2026, 900,000,000 shares of our common

stock were authorized, 587,518,685 shares were issued and

561,990,385 shares were outstanding. As of December 31,

2025, 900,000,000 shares of our common stock were

authorized, 594,620,320 shares were issued and 569,894,024

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 25,528,300 shares of common stock in treasury as of

June 30, 2026 and 24,726,296 shares as of December 31,

2025, 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

In February 2026, our board of directors authorized an

increase to our share repurchase program, bringing the

aggregate authorized amount to $3.0 billion. As of June 30,

2026, the remaining aggregate authorized amount under the

existing share repurchase program was $2.5 billion.

As part of this program, 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 six months ended

June 30, 2026:

	Six Months Ended June 30, 2026
Number of shares of common stock repurchased	10,392,733
Average price paid per share	$86.91
Total purchase price (in millions)	$903

The table above excludes an aggregate of 802,004 shares

withheld to satisfy tax obligations of the grantee upon the

vesting of restricted stock and PSUs.

In January 2026, we entered into a $300 million variable

notional ASR agreement and, upon final settlement in

February 2026, we received a total of 3,142,730 shares plus

$15 million cash reflecting the difference between the

prepayment and final notional amount. These shares are

included in the number of shares of common stock

repurchased in the table above.

In July 2026, we entered into a variable notional ASR

agreement, for which we paid $250 million to a third-party

financial institution in exchange for an initial delivery of

shares of common stock. The final notional amount is subject

to a minimum and maximum and will depend on the price of

our shares of common stock during the term of the ASR. The

final settlement of the ASR agreement is expected to be

completed in the third quarter of 2026.

Under ASR agreements, we make payments to our

counterparties and receive an initial delivery of shares of

common stock. The final number of shares to be repurchased

is based on the volume-weighted average price of Nasdaq's

common stock during the term of the ASR agreement, less a

discount and subject to adjustments pursuant to the terms of

the ASR agreement. At settlement, our counterparty may be

required to deliver additional shares of common stock to us

or, under certain circumstances, we may be required to

deliver shares of our common stock or may elect to make a

cash payment to our counterparty. Receiving our shares of

common stock, during initial delivery and the final receipt of

shares upon settlement of the ASR agreements, results in an

immediate reduction of the outstanding shares used to

calculate the weighted-average common shares outstanding

for basic and diluted earnings per share.

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

June 30, 2026 and December 31, 2025, no shares of preferred

stock were issued or outstanding.

Cash Dividends on Common Stock

During the six months ended June 30, 2026, 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 28, 2026	$0.27	March 16, 2026		$153	March 30, 2026
April 23, 2026	0.31	June 12, 2026		174	June 26, 2026
				$327

The total amount paid of $327 million was recorded in

retained earnings in the Condensed Consolidated Balance

Sheets at June 30, 2026.

In July 2026, the board of directors approved a regular

quarterly cash dividend of $0.31 per share on our outstanding

common stock. The dividend is payable on September 25,

2026 to shareholders of record at the close of business on

September 11, 2026. The estimated aggregate payment of this

dividend is $174 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 shareholders with regular and increasing

dividends as earnings and cash flows increase.