Welcome to our dedicated page for NASDAQ SEC filings (Ticker: NDAQ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Nasdaq, Inc. filings document governance, financial results, capital actions and registered securities for a public market-technology operator. Recent 8-K reports cover quarterly and annual results, Regulation FD presentation materials, dividend declarations, amendments to charter and bylaw provisions, and tender offers involving outstanding senior notes.
The company’s proxy materials describe board matters, shareholder voting items, executive compensation and equity awards. Cover-page disclosures identify Nasdaq common stock and listed senior notes, including securities registered on The Nasdaq Stock Market and related Nasdaq trading venues.
Nasdaq, Inc. is asking shareholders to elect 12 directors, approve 2025 executive pay on an advisory basis, and ratify Ernst & Young LLP as independent auditor for 2026 at its virtual annual meeting on June 10, 2026.
The company highlights 2025 as a year of strong organic growth, with net revenue of $5.2 billion, surpassing $5 billion for the first time, and Solutions revenue exceeding $4 billion. Exchange-traded product AUM reached $882 billion at December 31, 2025, with $99 billion in net inflows over the prior 12 months, and listings delivered a record $1.2 trillion in market value from listing transfers.
Nasaq increased its quarterly dividend by 13% to $0.27 per share, repaid $826 million of debt, and returned more than $1.2 billion to shareholders through dividends and buybacks. The proxy emphasizes AI-enabled product innovation, integration of the Adenza acquisition, new initiatives such as SEC‑approved tokenized equity trading and proposed 23/5 trading, and a 92% independent, highly refreshed Board with a Lead Independent Director and strong governance practices, including proxy access and majority voting.
Morgan Stanley Smith Barney LLC Executive Financial Services submitted a Form 144 notice relating to proposed sales of restricted common stock and records a recent sale by an affiliate. The filing lists proposed restricted-stock items dated 04/01/2026, 04/03/2026, and a prior Employee Stock Purchase Plan item dated 12/31/2021.
The filing also records a sale by Michelle Daly of 4,339 shares on 02/19/2026 for $352,934.69. Timing and final sale mechanics for the listed restricted-stock items are described as issuer-originated awards in the table.
Nasdaq, Inc. reported solid Q1 2026 results with total revenues of $2,137 million, up from $2,096 million a year earlier. Revenues less transaction-based expenses rose to $1,407 million, while operating income increased to $657 million from $547 million.
Net income grew to $519 million versus $395 million, and diluted EPS rose to $0.91 from $0.68, helped by an $89 million net gain on divestitures. Capital Access Platforms and Financial Technology both posted higher segment revenues, though Market Services declined.
Operating cash flow was strong at $689 million. Nasdaq repurchased 6.3 million shares for $548 million and ended the quarter with 565.5 million common shares outstanding. The board later approved a 15% dividend increase to $0.31 per share.
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. senior vice president and controller Michelle Lynn Daly had 424 shares of common stock withheld on April 3, 2026 to cover taxes tied to the settlement of a prior equity award. This was a tax-withholding disposition, not an open-market sale.
After the withholding, she directly holds 11,412 shares, consisting of restricted stock or units, performance share units and shares purchased through the employee stock purchase plan.
Nasdaq, Inc. Chair and CEO Adena T. Friedman reported a routine tax-related share disposition. On April 3, 2026, 8,075 shares of common stock were withheld at $86.65 per share to cover taxes on a previously granted equity award, rather than sold on the open market.
After this withholding, she directly owns 1,983,866 shares of Nasdaq common stock, a large remaining position. She also holds employee stock options covering 306,936 underlying shares at a $67.48 exercise price expiring on January 3, 2032, plus indirect holdings of 73,500 shares in each of two family trusts.
NASDAQ, INC. executive vice president and CIO Bradley J. Peterson had 1,499 shares of common stock withheld at $86.65 per share to cover taxes tied to the settlement of a prior equity award under the company’s Equity Incentive Plan. This was a tax-withholding disposition, not an open-market sale. After the transaction, he holds 148,745 shares and units directly, including restricted stock, performance stock units and shares purchased through the Employee Stock Purchase Plan.
Nasdaq, Inc. executive Jeremy Skule reported a routine tax-withholding disposition of company stock. On the settlement of a prior equity award under Nasdaq’s Equity Incentive Plan, 1,017 shares of Common Stock were withheld to cover taxes at an effective price of $86.65 per share.
After this non-market transaction, Skule directly holds 104,573 Nasdaq shares. This includes 37,779 shares or units of restricted stock, of which 11,819 are vested, 63,075 shares of Common Stock underlying performance share units, 55,049 of which are vested, and 3,719 shares purchased under the Employee Stock Purchase Plan.
Nasdaq, Inc. executive Bryan Everard Smith, EVP and Chief People Officer, reported a tax-related share withholding. On settlement of a prior equity award under Nasdaq's Equity Incentive Plan, 813 shares of common stock were withheld to cover taxes at an indicated price of $86.65 per share.
Following this routine tax-withholding disposition, Smith directly holds 74,944 shares of Nasdaq common stock. Footnotes also describe additional equity exposure through restricted stock, performance stock units, and shares acquired under the Employee Stock Purchase Plan.
Nasdaq, Inc. executive Tal Cohen reported a routine tax-related share disposition. On the settlement of a previously granted equity award, 1,565 shares of common stock were withheld at $86.65 per share to cover tax obligations, rather than sold in the open market.
After this withholding, Cohen directly holds 230,726 shares and units tied to Nasdaq equity. These include 126,563 shares or units of restricted stock, of which 53,203 are vested, 102,535 shares underlying performance stock units, of which 89,693 are vested, and 1,628 shares purchased through the company’s employee stock purchase plan.