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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.