Nasdaq Stockholders’ Equity

9 Months Ended

Sep. 30, 2025

NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of September 30, 2025, 900,000,000 shares of our common stock were authorized, 597,402,009 shares were issued and 572,746,191 shares were outstanding. As of December 31, 2024, 900,000,000 shares of our common stock were authorized, 598,920,378 shares were issued and 575,062,217 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 24,655,818 shares of common stock in treasury as of September 30, 2025 and 23,858,161 shares as of December 31, 2024, 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

As of September 30, 2025, the remaining aggregate authorized amount under the existing share repurchase program was $1.4 billion.

These 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 nine months ended September 30, 2025:


	Nine Months Ended September 30, 2025
Number of shares of common stock repurchased	4,007,607
Average price paid per share	$	82.34
Total purchase price (in millions)	$	330

In the table above, the number of shares of common stock repurchased excludes an aggregate of 797,657 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs, and these repurchases are excluded from our repurchase program.

As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.

Variable Notional ASR Agreement

In October 2025, as part of a variable notional ASR agreement, we prepaid $250 million in exchange for an initial delivery of shares of common stock. The final number of shares to be repurchased will be based on an average of 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. 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 fourth quarter of 2025. At settlement, additional shares of common stock may be delivered 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. In addition, we may receive the excess of the amount we prepaid over the final notional amount of the ASR in cash or, at our election, in shares of our common 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 September 30, 2025 and December 31, 2024, no shares of preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the first nine months of 2025, 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, 2025	$	0.24	March 14, 2025	$	138	March 28, 2025
April 23, 2025	0.27		June 13, 2025	155		June 27, 2025
July 23, 2025	0.27		September 12, 2025	155		September 26, 2025

				$	448

The total amount paid of $448 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at September 30, 2025.

In October 2025, the board of directors approved a regular quarterly cash dividend of $0.27 per share on our outstanding common stock. The dividend is payable on December 19, 2025 to shareholders of record at the close of business on December 5, 2025. The estimated aggregate payment of this dividend is $154 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.

- Definition

The entire disclosure for equity.

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+ Details

NASDAQ, INC. 10-Q