Every 8-K that Nasdaq, Inc. (NDAQ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NDAQ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NDAQ filings page.
Nasdaq, Inc. reported second-quarter 2026 results, with net revenue of $1.5 billion, up 15% year over year, driven by 17% growth in Solutions revenue and 11% growth in Market Services net revenue. Annualized Recurring Revenue reached $3.3 billion, up 11%, with SaaS representing 38%.
GAAP diluted EPS was $0.89, up 14%, and non-GAAP diluted EPS was $1.07, up 25%. Non-GAAP operating margin was 57%. The Index business generated $271 million of revenue, up 38%, as Index ETP AUM surpassed $1.114 trillion with $51 billion of net inflows in the quarter, and Nasdaq listed SpaceX, described as the largest IPO in exchange history with an $86 billion raise.
Operating cash flow was $711 million. Nasdaq returned capital to shareholders in the quarter through $174 million of dividends and $356 million of share repurchases and net repaid $162 million of debt. The board declared a quarterly dividend of $0.31 per share, payable September 25, 2026 to shareholders of record on September 11, 2026. For 2026, non-GAAP operating expense guidance was updated to $2.530–$2.570 billion, while maintaining a non-GAAP tax-rate range of 22.5%–24.5%.
Nasdaq, Inc. entered into a new Amended and Restated Credit Agreement establishing a senior unsecured five-year revolving credit facility of $1.5 billion. This facility replaces the company’s prior revolving credit agreement and can, under certain conditions, be increased by up to an additional $1.0 billion.
Loans under the facility bear interest at a reference rate plus a margin tied to Nasdaq’s debt ratings, with margins from 87.5 to 150.0 basis points for Benchmark and Daily Simple SOFR loans and 0.0 to 50.0 basis points for alternative base rate loans. A commitment fee of 8.0 to 15.0 basis points applies to unused commitments, also linked to debt ratings.
The agreement includes customary covenants and a financial covenant capping the Leverage Ratio at 3.75 to 1.00, with temporary step-ups permitted following certain material acquisitions. The facility matures on June 30, 2031, and as of July 1, 2026, no loans were outstanding, indicating the facility is currently undrawn.
Nasdaq, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 10, 2026. Shareholders elected all twelve director nominees to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Investors also approved the company’s executive compensation on an advisory basis and ratified Ernst & Young LLP as Nasdaq’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The reported vote totals exclude excess shares that were ineligible to vote under the 5% voting limitation in Nasdaq’s Amended and Restated Certificate of Incorporation.
Nasdaq, Inc. reported a strong first quarter of 2026 with broad-based growth and a higher dividend. Revenues less transaction-based expenses, or net revenue, reached $1.407 billion, up 14% year over year. Solutions revenue was $1.082 billion, also up 14%, while annualized recurring revenue rose to $3.188 billion, a 13% increase.
GAAP operating income grew to $657 million, up 20%, and non-GAAP operating income climbed 17% to $799 million. GAAP diluted EPS increased to $0.91, up 33%, and non-GAAP diluted EPS rose to $0.96, up 22%. Nasdaq returned over $700 million to shareholders in the quarter, including nearly $550 million of share repurchases, and declared a higher regular quarterly dividend of $0.31 per share, up from $0.27 a year earlier.
Nasdaq, Inc. filed a Form 8-K to report that it issued a press release with financial results for the fourth quarter and full fiscal year of 2025. The company also announced that it declared a quarterly cash dividend and posted related earnings presentation slides on its investor relations website.
The filing attaches the earnings press release as Exhibit 99.1 and the dividend press release as Exhibit 99.2, with both dated January 29, 2026.
Nasdaq, Inc. reports that two key corporate governance changes became effective on January 14, 2026 after receiving required approval from the Securities and Exchange Commission. Shareholders had previously approved a charter amendment at the 2025 annual meeting to provide for limited exculpation of certain company officers from personal monetary liability in specific circumstances, and this amendment is now part of Nasdaq’s Amended and Restated Certificate of Incorporation. On the same date, board-approved amendments to the company’s By-Laws also took effect.
The By-Laws were updated to modernize advance notice requirements for shareholder nominations and proposals, including changes related to SEC universal proxy card rules, to provide the board more operational flexibility on procedural and administrative matters, to reflect recent changes to Delaware corporate law, to update emergency by-law provisions, and to adopt an exclusive forum clause directing certain claims to Delaware or federal courts. Additional technical and conforming edits were also made.
Nasdaq, Inc. reported updated details for its cash tender offers to repurchase certain outstanding senior notes. The company raised the cap on its 5.350% Senior Notes due 2028 to $83,011,000 in aggregate principal amount and increased the cap on its 3.950% Senior Notes due 2052 to $16,989,000. These changes reflect increases from prior caps of $80,000,000 and $10,000,000, respectively.
Nasdaq also removed a previously announced $95,000,000 aggregate purchase price cap for the tender offers. The offers remain subject to acceptance priority levels and potential proration, meaning not all notes tendered may be purchased. The company separately announced early tender results and pricing for the offers through press releases incorporated as exhibits to the report.
Nasdaq, Inc. furnished materials related to its third-quarter 2025 results and corporate updates. The company issued a press release with Q3 2025 financial results and posted earnings presentation slides on its investor website. Nasdaq also announced the declaration of a quarterly cash dividend.
The press releases are included as Exhibits 99.1 (Q3 results) and 99.2 (dividend). The information under Results of Operations and Regulation FD is furnished, not filed, meaning it is provided for informational purposes and is not incorporated into other filings unless specifically referenced.