Every material Form 8-K Nasdaq has filed with the SEC since January 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Nasdaq elected Börje Ekholm, former President and CEO of Ericsson, to its Board of Directors effective November 1, 2026, where he will serve on the Audit & Risk Committee. Director Holden Spaht will leave the Board and all committees effective December 31, 2026, and the company said his decision was not due to any disagreement with Nasdaq. The changes are board composition updates that do not alter reported financial results.
Börje Ekholm elected to the Board on October 21, 2026, effective November 1, 2026, and named to the Audit & Risk Committee
Ekholm was President and CEO of Ericsson from January 2017 to September 2026 and previously chaired Nasdaq's Board from May 2012 to December 2016
Holden Spaht notified Nasdaq on October 22, 2026 of his resignation from the Board, effective December 31, 2026
A non-officer immediate family member of Ekholm is employed by Nasdaq; the Audit & Risk Committee reviewed and ratified that compensation
Nasdaq reported third-quarter 2026 net revenue of $1.5 billion, up 13% from a year earlier, with GAAP diluted earnings per share of $0.96, up 31%, and non-GAAP diluted EPS of $1.04, up 18%. The company also declared a quarterly cash dividend and updated its 2026 non-GAAP operating expense guidance to a range of $2.550 billion to $2.580 billion.
Third-quarter net revenue was $1.5 billion, up 13% reported and 14% organic; Solutions revenue rose 17% to $1.2 billion.
GAAP diluted EPS was $0.96 versus $0.73 a year earlier; non-GAAP diluted EPS was $1.04 versus $0.88.
Cash dividends declared per common share were $0.31 in the quarter, versus $0.27 a year earlier.
The company returned $173 million through dividends and $323 million through share repurchases in the quarter, with $2.2 billion remaining under its repurchase authorization as of September 30, 2026.
Nasdaq reported second-quarter 2026 net revenue of $1.5 billion, up 15% from a year earlier, with GAAP diluted EPS of $0.89, up 14%, and non-GAAP diluted EPS of $1.07, up 25%. The company updated its 2026 non-GAAP operating expense guidance to $2.530 billion to $2.570 billion and kept its non-GAAP tax rate guidance at 22.5% to 24.5%, while also announcing a quarterly cash dividend.
Q2 2026 net revenue was $1.5 billion, up 15%; Solutions revenue was $1.2 billion, up 17%
GAAP diluted EPS was $0.89 and non-GAAP diluted EPS was $1.07, up 25% from the second quarter of 2025
2026 non-GAAP operating expense guidance updated to $2.530 billion to $2.570 billion; non-GAAP tax rate guidance held at 22.5% to 24.5%
In Q2 the company returned $174 million through dividends and $356 million through share repurchases; $2.5 billion remained under the buyback authorization as of June 30, 2026
Nasdaq, Inc. entered into an amended and restated credit agreement on June 30, 2026, providing a $1.5 billion senior unsecured five-year revolving credit facility that replaces its existing 2022 credit agreement as amended. As of July 1, 2026, no loans were outstanding, and the facility matures on June 30, 2031, so the filing mainly refinances existing borrowing capacity rather than adding new debt today.
Nasdaq reported first-quarter 2026 results on April 23, 2026. Net revenue rose 14% to $1.4 billion, GAAP diluted EPS rose 33% to $0.91, and non-GAAP diluted EPS rose 22% to $0.96. The company also updated its 2026 non-GAAP operating expense guidance to a range of $2.485 billion to $2.545 billion and declared a quarterly cash dividend.
Net revenue was $1.4 billion, up 14% (13% organic); Financial Technology revenue was $517 million, up 20%.
GAAP diluted EPS was $0.91, up 33%; non-GAAP diluted EPS was $0.96, up 22%.
In the first quarter, Nasdaq returned $153 million through dividends and $548 million through share repurchases; $2.9 billion remained under the buyback authorization as of March 31, 2026.
2026 non-GAAP operating expense guidance was updated to $2.485 billion to $2.545 billion; non-GAAP tax rate guidance of 22.5% to 24.5% was maintained.
Nasdaq reported fourth-quarter and full-year 2025 results with revenue and earnings per share both higher than a year earlier, and declared a quarterly cash dividend. The company set 2026 non-GAAP operating expense guidance of $2.455 billion to $2.535 billion and a non-GAAP tax rate range of 22.5% to 24.5%, which gives shareholders a view of expected costs for the year.
Q4 2025 net revenue was $1.4 billion, up 13%; GAAP diluted EPS was $0.90, up 47%; non-GAAP diluted EPS was $0.96, up 27%.
Full-year 2025 net revenue was $5.2 billion, up 13%; GAAP diluted EPS was $3.09, up 60%.
2026 non-GAAP operating expense guidance is $2.455 billion to $2.535 billion.
Nasdaq will host its 2026 Investor Day on February 25, 2026.
Nasdaq reported third-quarter 2025 results on October 21, 2025, with net revenue of $1.3 billion, up 15% from a year earlier (11% on an organic basis), and GAAP diluted earnings per share of $0.73, up from $0.53. The company also updated its 2025 non-GAAP expense and tax rate guidance and declared a quarterly cash dividend, which matters to shareholders because revenue and earnings both grew while the guidance changes were modest.
Third-quarter net revenue was $1.3 billion, up 15%; organic growth was 11%.
GAAP diluted EPS was $0.73 versus $0.53 a year earlier; non-GAAP diluted EPS was $0.88, up 19%.
2025 non-GAAP operating expense guidance is now $2,305 million to $2,335 million, up from $2,295 million to $2,335 million; non-GAAP tax rate guidance was lowered to 22.5% to 23.5%.
Nasdaq returned $155 million to shareholders through dividends and repurchased $115 million of common stock in the quarter.
Nasdaq reported second-quarter 2025 net revenue of $1.3 billion, up 13% from a year earlier, and GAAP diluted earnings per share of $0.78, versus $0.38 in the prior-year quarter. The company also updated its 2025 non-GAAP operating expense guidance, citing foreign exchange rates, and announced a quarterly cash dividend in a separate press release. For shareholders, revenue and earnings both rose, and the company returned $255 million through dividends and buybacks while repaying $400 million of senior notes.
Net revenue of $1,306 million, up 13% year over year and 12% on an organic basis
GAAP diluted EPS of $0.78 versus $0.38 a year earlier; non-GAAP diluted EPS of $0.85, up 24%
Returned $155 million to shareholders through dividends and $100 million through share repurchases in the quarter
2025 non-GAAP operating expense guidance updated to $2,295 million to $2,335 million, driven by foreign exchange rates; non-GAAP tax rate guidance maintained at 22.5% to 24.5%
Nasdaq reported first quarter 2025 net revenue of $1.2 billion, up 11% year over year, with GAAP diluted earnings per share of $0.68 versus $0.40 a year earlier. The company also updated its 2025 non-GAAP operating expense guidance to a range of $2,265 million to $2,325 million and declared a quarterly cash dividend, which the filing says was $0.24 per share in the quarter.
Net revenue of $1,237 million rose 11%; GAAP diluted EPS was $0.68, up from $0.40, and non-GAAP diluted EPS was $0.79, up 24%
Annualized Recurring Revenue reached $2.8 billion, up 8% (9% organic)
2025 non-GAAP operating expense guidance updated to $2,265 million to $2,325 million; non-GAAP tax rate guidance maintained at 22.5% to 24.5%
In the quarter, Nasdaq returned $138 million through dividends and $115 million through share repurchases, and repurchased $279 million of senior unsecured notes
Nasdaq, Inc. disclosed new employment agreements with Chair and CEO Adena T. Friedman, President Tal Cohen and CIO/CTO Bradley J. Peterson, covering continued service in their roles. The agreements set base salaries, target bonuses and minimum equity grant values, and define severance terms, including enhanced payments if a termination follows a change in control. The filing contains no financial results, so the terms are primarily a governance and compensation disclosure for shareholders.
Friedman agreement runs through January 1, 2030, with a $1,400,000 base salary, a 300% target bonus and a 2025 equity award target of at least $15,000,000
Cohen agreement runs through January 1, 2030, with a $750,000 base salary, a 200% target bonus and a one-time equity award with a $7,000,000 target value
Peterson agreement runs through January 1, 2028, with a $650,000 base salary, a 175% target bonus and a 2025 equity award target of $3,200,000
Friedman may give notice of retirement no earlier than December 31, 2027, with 12 months' advance notice required
Nasdaq reported fourth-quarter 2024 net revenue of $1.2 billion, up 10% from a year earlier, and GAAP diluted earnings per share of $0.61, up 72%. For full-year 2024, net revenue rose 19% to $4.6 billion, but GAAP diluted earnings per share fell 7% to $1.93. The company also gave initial 2025 non-GAAP operating expense guidance of $2,245 million to $2,325 million and declared a quarterly cash dividend.
Q4 2024 non-GAAP diluted EPS was $0.76, up 5%; full-year non-GAAP diluted EPS was $2.82, flat versus 2023
Solutions revenue in Q4 2024 was $949 million, up 10%; Index revenue was $188 million, up 29%
2025 non-GAAP operating expense guidance is $2,245 million to $2,325 million; non-GAAP tax rate guidance is 22.5% to 24.5%
Nasdaq returned $138 million to shareholders through dividends in Q4 2024 and repurchased $181 million of senior unsecured notes
Nasdaq reported third-quarter 2024 net revenue of $1,146 million, up 22% from a year earlier, while GAAP diluted earnings per share fell 11% to $0.53 and non-GAAP diluted EPS rose 5% to $0.74. The company also updated its 2024 non-GAAP operating expense and tax rate guidance and declared a quarterly cash dividend, with $0.24 per share declared in the quarter compared with $0.22 a year earlier.
Net revenue (revenues less transaction-based expenses) was $1,146 million, up from $940 million; on a pro forma basis, growth was 10%.
GAAP diluted EPS was $0.53, down from $0.60; non-GAAP diluted EPS was $0.74, up from $0.71.
2024 non-GAAP operating expense guidance was updated to $2,150 million to $2,180 million, and non-GAAP tax rate guidance to 23.5% to 24.5%.
The company returned $138 million to shareholders through dividends and $88 million through share repurchases in the quarter, with $1.7 billion remaining under its buyback authorization.
Nasdaq said Brendan Brothers, executive vice president and head of Financial Crime Management Technology, will step back from his executive role and become a senior strategic advisor, effective immediately and until at least December 31, 2024. Stephanie Champion, a 13-year Nasdaq Verafin veteran who is currently senior vice president and head of sales, will succeed him as head of Nasdaq Verafin, and Chief Strategy Officer Jeremy Skule will add the role of Executive Chair of the business. The filing contains no financial results; the change is a leadership reshuffle in a unit the company says has strong momentum.
Brendan Brothers, Verafin co-founder, moves to senior strategic advisor effective September 6, 2024, until at least December 31, 2024
Stephanie Champion, current SVP and Head of Sales, succeeds Brothers as EVP and Head of Nasdaq Verafin
Jeremy Skule, EVP and Chief Strategy Officer, takes on the added role of Executive Chair of Financial Crime Management Technology
Nasdaq says Verafin serves more than 2,500 banks representing more than $9 trillion in collective assets
Nasdaq reported second-quarter 2024 net revenues of $1.2 billion, up 25% from a year earlier and up 10% on a pro forma basis, while GAAP diluted earnings per share fell 30% to $0.38. The company also updated its 2024 non-GAAP operating expense guidance and announced a quarterly cash dividend, with the second-quarter dividends declared at $0.24 per share.
Net revenues were $1.2 billion, up 25% year over year and 10% pro forma; Solutions revenues were $901 million, up 34%.
GAAP diluted EPS was $0.38, down 30%; non-GAAP diluted EPS was $0.69, down 3%.
2024 non-GAAP operating expense guidance updated to $2,145 million to $2,185 million; non-GAAP tax rate guidance of 24.5% to 26.5% maintained.
Cash dividends declared were $0.24 per common share in the second quarter of 2024, versus $0.22 a year earlier.
Nasdaq reported first quarter 2024 net revenues of $1.1 billion, up 22% from a year earlier, with organic growth of 6%. GAAP diluted earnings per share fell 34% to $0.40 and non-GAAP diluted EPS fell 9% to $0.63, as higher amortization, a $23 million pension settlement charge and other costs weighed on profit. The company also updated its 2024 non-GAAP operating expense guidance and declared a quarterly cash dividend.
Net revenues were $1.1 billion, up $203 million or 22%; Solutions revenue rose 35% to $871 million.
GAAP diluted EPS was $0.40, down 34%; non-GAAP diluted EPS was $0.63, down 9%.
2024 non-GAAP operating expense guidance updated to $2,125 million to $2,185 million; non-GAAP tax rate guidance of 24.5% to 26.5% maintained.
No share repurchases in Q1 2024; the remaining $340 million term loan balance was repaid and $127 million was returned to shareholders through dividends.
Borse Dubai, a Nasdaq shareholder, agreed to sell 26,956,522 shares of Nasdaq common stock in a secondary offering priced at $59.00 per share, with an option for underwriters to buy 4,043,478 more. Nasdaq will not receive any proceeds, and the offering is expected to close on March 22, 2024. Under a related amendment, Borse Dubai agreed to an 18-month transfer restriction and keeps the right to nominate a director while it owns at least 10% of Nasdaq's shares.
Borse Dubai to sell 26,956,522 shares at $59.00 per share; underwriters have a 30-day option for 4,043,478 additional shares
Nasdaq receives no proceeds; Borse Dubai receives all proceeds from the offering
After the offering, Borse Dubai expected to hold about 62.4 million shares, or about 10.8% of outstanding shares (about 58.3 million, or 10.1%, if the option is fully exercised)
Amendment bars Borse Dubai from transferring its remaining shares for 18 months from March 19, 2024; director Essa Kazim is its initial nominee
Nasdaq reported fourth-quarter and full-year 2023 results, with net revenues up 23% in the quarter to $1.1 billion, driven largely by the Adenza acquisition, which closed on November 1, 2023. GAAP diluted EPS fell 25% in the quarter to $0.36, while non-GAAP diluted EPS rose 12.5% to $0.72, so shareholders see revenue growth alongside lower reported profit per share. The company also initiated 2024 non-GAAP operating expense guidance of $2,105 million to $2,185 million and declared a quarterly cash dividend.
Q4 2023 net revenues were $1,117 million, up 23% year over year, with 7% organic growth.
Q4 2023 GAAP diluted EPS was $0.36, down 25%; non-GAAP diluted EPS was $0.72, up 12.5%.
Full-year 2023 net revenues were $3.9 billion, up 9%, and GAAP diluted EPS was $2.08, down 8%.
2024 non-GAAP operating expense guidance is $2,105 million to $2,185 million.
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