10-K – 2026-02-12 – ndaq-20251231.htm

Foreign acquisitions, or acquisitions involving companies
with numerous foreign subsidiaries, involve risks in addition
to those mentioned above, including those related to
integration of operations across different cultures and
languages, our ability to enforce contracts in various
jurisdictions, currency risks and the particular economic,
political and regulatory risks associated with specific
countries. We may not be able to address these risks
successfully, or at all, without incurring significant costs,
delays or other operating problems that could disrupt our
business and have a material adverse effect on our financial
condition.
For these reasons, we may not achieve the anticipated
financial and strategic benefits from our acquisitions. Any
actual efficiencies and synergies may be lower than we
expect and may take a longer time to achieve than we
anticipate, and we may fail to realize the anticipated benefits
of acquisitions.
We rely on third parties to perform certain functions, and
our business could be adversely affected if these third
parties fail to perform as expected or experience service
interruptions affecting our operations.
We rely on third parties for regulatory, data center, cloud
computing, data storage and processing, connectivity, data
content, clearing, maintaining markets and exchange liquidity
and other services. Interruptions or delays in services from
our third-party providers could impair our services or their
delivery and harm our business. Upon expiration or
termination of any of our agreements with third-party
vendors, we may not be able to replace the services provided
to us in a timely manner or on terms and conditions that are
favorable to us, and a transition from one vendor to another
vendor could be difficult or costly due to the complexity of
our operations.
Certain of our vendors may also be affected by the same
disruptions affecting us, further amplifying the impact of an
outage or service interruption on our offerings. To the extent
that any of our vendors or other third-party service providers
experience difficulties or a significant disruption, breach or
outage, materially changes their business relationship with us
or fails or delays for any reason to perform their obligations,
including due to geopolitical instability, our business or our
reputation may be materially adversely affected.
Our access to cloud service provider infrastructure could be
limited by a number of events, including technical or
infrastructure failures, natural disasters or cybersecurity
attacks. As we continue to grow our SaaS businesses, our
dependency on the continuing operation and availability of
these cloud service providers increases. If our cloud services
from third party providers are unavailable to us for any
reason, or there are cloud service disruptions or a delay or
inability to access our exchanges, platforms or certain of our
cloud products or features, such unavailability or delays may
adversely affect our clients, which could significantly impact
our reputation, operations, business, and financial results.
AWS operates a plat form that we use to provide exchange
and other services to our clients, and therefore we are
vulnerable to service outages on the AWS platform that
affect Nasdaq workloads running or stored in the AWS
environment. While certain of our offerings were affected by
the AWS outage in October 2025, the outage did not affect
trading on our exchanges. If AWS does not deliver our
system requirements on time, fails to provide maintenance
and support to our specifications or a migration experiences
integration challenges, the successful migration of the
relevant workload to, or the availability of the relevant
service on, the AWS cloud platform may be significantly
delayed, which may adversely affect our reputation and
financial results.
We also rely on members of our trading community to
maintain markets and add liquidity. To the extent that any of
our largest members experience difficulties, materially
change their business relationship with us or are unable for
any reason to perform market-making activities, our business
or our reputation may be materially adversely affected.
We may be required to recognize impairments of our
goodwill, intangible assets or other long-lived assets in the
future.
Our business acquisitions typically result in the recording of
goodwill and intangible assets, and the recorded values of
those assets may become impaired in the future. As of
December 31, 2025, goodwill totaled $14.4 billion and
intangible assets, net of accumulated amortization, totaled
$6.5 billion . The determination of the value of such goodwill
and intangible assets requires management to make estimates
and assumptions that affect our consolidated financial
statements.
We assess goodwill and intangible assets, as well as other
long-lived assets, including equity method investments,
equity securities, and property and equipment, for potential
impairment on an annual basis or more frequently if
indicators of impairment arise. We estimate the fair value of
such assets by assessing many factors, including historical
performance and projected cash flows. Considerable
management judgment is necessary to project future cash
flows and evaluate the impact of expected operating and
macroeconomic changes on these cash flows. The estimates
and assumptions we use are consistent with our internal
planning process. However, there are inherent uncertainties
in these estimates.
We may experience future events that may result in asset
impairments. Future disruptions to our business, prolonged
economic weakness, due to pandemics or otherwise, or
significant declines in operating results at any of our
reporting units or businesses, may result in impairment
charges to goodwill, intangible assets or other long-lived
assets. A significant impairment charge in the future could
have a material adverse effect on our operating results.

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Acquisitions, divestments, investments, joint ventures and
other transactional activities may require significant
resources and/or result in significant unanticipated losses,
costs or liabilities.
Over the past several years, acquisitions, have been, or could
be, significant factors in our growth. We have also divested
businesses and may continue to divest additional businesses
or assets in the future. Although we cannot predict our
transactional activities, we believe that additional
acquisitions, divestments, investments, joint ventures and
other transactional activities will be important to our strategy.
Such transactions may be material in size and scope. Our
competitors may have greater financial resources than we
have to pursue certain acquisitions.
We also invest in early-stage companies through our Nasdaq
Ventures program and hold minority interests in other
entities. We generally do not have operational control of
these entities and may have limited visibility into risk
management practices. We may be subject to financial and
reputational risks if there are operational failures at such
companies.
We may finance future transactions by issuing additional
equity and/or debt. The issuance of additional equity in
connection with any such transaction could be substantially
dilutive to existing shareholders. In addition, the
announcement or implementation of future transactions by us
or others could have a material effect on the price of our
common stock. The issuance of additional debt could
increase our leverage substantially. Additional debt may
reduce our liquidity, curtail our access to financing markets,
impact our standing with credit rating agencies and increase
the cash flow required for debt service. Any incremental debt
incurred to finance a transaction could also place significant
constraints on the operation of our business.
Furthermore, any future transactions could entail a number of
additional risks, including:
• the inability to maintain key pre-transaction business
relationships;
• increased operating costs;
• the inability to meet our target for return on invested
capital;
• increased debt obligations, which may adversely affect our
targeted debt ratios;
• changes in our credit rating and financing costs;
• risks to the continued achievement of our strategic
direction;
• risks associated with divesting employees, customers or
vendors when divesting businesses or assets;
• declines in the value of investments;
• exposure to unanticipated liabilities, including after a
transaction is completed;
• incurred but unreported claims for an acquired company;
and
• difficulties in realizing projected efficiencies and
synergies.

RISKS RELATED TO LIQUIDITY AND CAPITAL
RESOURCES
A downgrade of our credit rating could increase the cost of
our funding from the capital markets.
Our debt is currently rated investment grade by two of the
major rating agencies. These rating agencies regularly
evaluate us, and their ratings of our long-term debt and
commercial paper are based on a number of factors, including
our financial strength and corporate development activity, as
well as factors not entirely within our control, including
conditions affecting our industry generally. There can be no
assurance that we will maintain our current ratings. Our
failure to maintain such ratings could reduce or eliminate our
ability to issue commercial paper and adversely affect the
cost and other terms upon which we are able to obtain
funding and increase our cost of capital. A reduction in credit
ratings would also result in increases in the cost of our
commercial paper and other outstanding debt as the interest
rate on the outstanding amounts under our credit facilities
and our senior notes fluctuates based on our credit ratings.
Our leverage limits our financial flexibility, increases our
exposure to weakening economic conditions and may
adversely aff ect our ability to obtain additional financing.
Our indebtedness as of December 31, 2025 was $9.0 billion .
We may borrow additional amounts by utilizing available
liquidity under our existing credit facilities, issuing additional
debt securities or issuing short-term, unsecured commercial
paper notes through our commercial paper program.
Our leverage and reliance on the capital markets could:
• reduce funds available to us for operations and general
corporate purposes or for capital expenditures as a result of
the dedication of a substantial portion of our consolidated
cash flow from operations to the payment of principal and
interest on our indebtedness;
• increase our exposure to a continued downturn in general
economic conditions;
• place us at a competitive disadvantage compared with our
competitors with less debt;
• affect our ability to obtain additional financing in the future
for refinancing indebtedness, acquisitions, working capital,
capital expenditures or other purposes; and
• increase our cost of debt and reduce or eliminate our ability
to issue commercial paper.
In addition, we must comply with the covenants in our credit
facilities. Among other things, these covenants restrict our
ability to effect certain fundamental transactions, dispose of
certain assets, incur additional indebtedness and grant liens
on assets. Failure to meet any of the covenant terms of our

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credit facilities could result in an event of default. If an event
of default or cross-default occurs, and we are unable to
receive a waiver of default, our lenders may increase our
borrowing costs, restrict our ability to obtain additional
borrowings and accelerate repayment of all amounts
outstanding.
We will need to invest in our operations to maintain and
grow our business and to integrate acquisitions, and we
may need additional funds, which may not be readily
available.
We depend on the availability of adequate capital to maintain
and develop our business. Although we believe that we can
meet our current capital requirements from internally
generated funds, cash on hand and borrowings under our
revolving credit facility and commercial paper program, if
the capital and credit markets experience volatility, access to
capital or credit may not be available on terms acceptable to
us or at all. Rising interest rates could adversely affect our
ability to pursue new financing opportunities, and it may be
more expensive for us to issue new debt securities. Limited
access to capital or credit in the future could have an impact
on our ability to refinance debt, maintain our credit rating,
meet our regulatory capital requirements, engage in strategic
initiatives, make acquisitions or strategic investments in other
companies, pay dividends, repurchase our stock or react to
changing economic and business conditions. If we are unable
to fund our capital or credit requirements, it could have an
adverse effect on our business, financial condition and
operating results.
In addition to our debt obligations, we will need to continue
to invest in our operations for the foreseeable future to
integrate acquired businesses and to fund new initiatives. If
we do not achieve the expected operating results, we will
need to reallocate our cash resources. This may include
borrowing additional funds to service debt payments, which
may impair our ability to make investments in our business
or to integrate acquired businesses.
If we need to raise funds through incurring additional debt,
we may become subject to covenants more restrictive than
those contained in our credit facilities, the indentures
governing our notes and our other debt instruments.
Furthermore, if adverse economic conditions occur, we could
experience decreased revenues from our operations which
could affect our ability to satisfy financial and other
restrictive covenants to which we are subject under our
existing indebtedness.

RISKS RELATED TO LEGAL AND REGULATORY
MATTERS
We operate several of our businesses in highly regulated
industries and may be subject to censures, fines and
enforcement proceedings if we fail to comply with
regulatory obligations that can be ambiguous and can
change unexpectedly.
We operate several of our businesses in highly regulated
industries and are subject to extensive regulation in the U.S.,
Europe and Canada. The securities trading industry is subject
to significant regulatory oversight and could be subject to
increased governmental and public scrutiny in the future that
can change in response to global conditions and events, or
due to changes in trading patterns, such as due to the recent
volatility involving the trading of certain stocks. Recent
domestic and worldwide political developments, including
shifts in digital assets trading policy and regulatory and
enforcement priorities, have added additional uncertainty
with respect to both new laws and regulations and
interpretations or enforcement of existing laws and
regulations. Changes in regulatory policies regarding
tokenized securities, synthetic assets or other digital assets
may enable new market entrants and competitors to offer
these products under a different, less onerous regulatory
regime, which may affect our business, clients and results of
operations.
Our ability to comply with complex and changing regulation
is largely dependent on our establishment and maintenance of
compliance, audit and reporting systems that can quickly
adapt and respond, as well as our ability to attract and retain
qualified compliance and other risk management personnel.
There is no assurance that our policies and procedures will
always be effective or that we will always be successful in
monitoring or evaluating the risks to which we are or may be
exposed.
Our regulated markets are subject to audits, investigations,
administrative proceedings and enforcement actions relating
to compliance with applicable rules and regulations.
Regulators have broad powers to impose fines, penalties or
censure, issue cease-and-desist orders, prohibit operations,
revoke licenses or registrations and impose other sanctions
on our exchanges, broker-dealers, central securities
depositories, clearinghouse and markets for violations of
applicable requirements.
In the future, we could be subject to regulatory investigations
or enforcement proceedings that could result in substantial
sanctions, including revocation of our operating licenses.
Any such investigations or proceedings, whether successful
or unsuccessful, could result in substantial costs, the
diversion of resources, including management time, and
potential harm to our reputation, which could have a material
adverse effect on our business, results of operations or
financial condition. In addition, our exchanges could be
required to modify or restructure their regulatory functions in
response to any changes in the regulatory environment, or
they may be required to rely on third parties to perform
regulatory and oversight functions, each of which may
require us to incur substantial expenses and may harm our
reputation if our regulatory services are deemed inadequate.
The regulatory framework under which we operate and new
regulatory requirements or new interpretations of existing
regulatory requirements could require substantial time and
resources for compliance, which could make it difficult and
costly for us to operate our business.
Under current U.S. federal securities laws, changes in the
rules and operations of our securities markets, including our

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pricing structure, must be reviewed and in many cases
explicitly approved by the SEC. The SEC may approve,
disapprove, or recommend changes to proposals that we
submit. In addition, the SEC may delay either the approval
process or the initiation of the public comment process.
Favorable SEC rulings and interpretations can be challenged
in and reversed by federal courts of appeals, reducing or
eliminating the value of such prior interpretations. Any delay
in approving changes, or the altering of any proposed change,
could have an adverse effect on our business, financial
condition and operating results.
We must compete not only with non-exchanges, such as
ATSs that are not subject to the same SEC approval
requirements and processes, but also with other exchanges
that may have lower regulation and surveillance costs than
us. There is a risk that trading will shift to exchanges or non-
exchanges that charge lower fees because, among other
reasons, they invest less in regulation.
In 2016, the SEC approved a plan for Nasdaq and other
exchanges to establish a CAT to improve regulators’ ability
to monitor trading activity. Implementation of a CAT has
resulted in significant additional expenditures, including to
implement the costly and complex new technology. In
September 2023, the SEC approved a “Funding Model” for
the CAT that allocated one-third of CAT expenses to the
SROs, including Nasdaq, and two-thirds of CAT expenses to
the industry. This SEC approval order was appealed to the
11th Circuit U.S. Court of Appeals, which issued an opinion
in July 2025 vacating the Funding Mode l. The court's
decision was subject to a temporary stay that expired at the
end of November 2025. As a result, we may be subject to a
delay in recovering expenses or be unable to recover those
expenses. The SROs have yet to seek reimbursement for a
portion of their expenses related to delivery of certain
technology. If the SEC determines that we failed to timely or
properly deliver the technology, we may forfeit recovery of
an undetermined portion of those expenses. As of December
31, 2025, we have an outstanding net receivable of $99
million in connection with our portion of expenses related to
the CAT implementation.
In addition, our registered broker-dealer subsidiaries are
subject to regulation by the SEC, FINRA and other SROs.
These subsidiaries are subject to regulatory requirements
intended to ensure their general financial soundness and
liquidity, which require that they comply with certain
minimum capital requirements. The SEC and FINRA impose
rules that require notification when a broker-dealer’s net
capital falls below certain predefined criteria, dictate the ratio
of debt to equity in the regulatory capital composition of a
broker-dealer and constrain the ability of a broker-dealer to
expand its business under certain circumstances.
Additionally, the SEC’s Uniform Net Capital Rule and
FINRA rules impose certain requirements that may have the
effect of prohibiting a broker-dealer from distributing or
withdrawing capital and requiring prior notice to the SEC and
FINRA for certain withdrawals of capital. Any failure to
comply with these broker-dealer regulations could have a
material adverse effect on the operation of our business,
financial condition and operating results.
Our non-U.S. business is subject to regulatory oversight in all
the countries in which we operate regulated businesses, such
as exchanges, clearinghouses or central securities
depositories. In these countries, we have received
authorization from the relevant authorities to conduct our
regulated business activities. The authorities may issue
regulatory fines or may ultimately revoke our authorizations
if we do not suitably carry out our regulated business
activities. The authorities are also entitled to request that we
adopt measures in order to ensure that we continue to fulfill
the authorities’ requirements. We are also subject to current
and forthcoming regulations applicable to the financial
services sector generally including, but not limited to,
DORA. Such regulations may impact our operational,
contracting and compliance costs by requiring the
implementation of new risk management procedures,
requirements for procuring information and communication
technology services, and ongoing processes to monitor
compliance; failure to maintain compliance may cause us to
be subject to regulatory actions and fines. Additionally, we
are subject to the obligations under the Benchmarks
Regulation ((EU) 2016/1011), compliance with which could
be costly or cause a change in our business practices.
Certain of our customers operate in a highly regulated
industry. Regulatory authorities could impose regulatory
changes that could impact the ability of our customers to use
our exchanges. The loss of a significant number of customers
or a reduction in trading activity on any of our exchanges as a
result of such changes could have a material adverse effect on
our business, financial condition and operating results. In
addition, regulatory changes could impact the ability of
current or prospective customers to procure commercial
services from us, increase our cost of delivery or performance
due to regulatory-driven changes to services or related
business processes and lengthen sales cycles as customers are
required to conduct additional diligence and contracting
processes prior to procuring our services.
Regulatory changes and changes in market structure and
proprietary data could have a material adverse effect on our
business.
Regulatory changes adopted by the SEC or other regulators
with respect to our markets and to the instruments traded on
our markets, and regulatory changes that our markets may
adopt in fulfillment of their regulatory obligations, could
materially affect our business operations. In recent years,
there has been increased regulatory and governmental focus
on issues affecting the securities markets, including market
structure, technological oversight and fees for proprietary
market data, connectivity and transactions. The SEC, FINRA
and the national securities exchanges have introduced several
initiatives to ensure the oversight, integrity and resilience of
markets. Additionally, new market models, new instruments,
and new uses of technology are emerging that could
adversely impact us. Congress and federal regulators are

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considering regulating digital assets, tokenization of equities,
and prediction markets. The outcome of those deliberations
could adversely impact our current markets and future plans.
Our regulated businesses can be severely impacted by policy
decisions. In September 2024, the SEC adopted a rule that
would significantly reduce the fees that exchanges are
permitted to charge for access to liquidity quoted on the
exchange, with a resulting reduction in the ability of
exchanges to pay rebates to attract liquidity. Nasdaq
petitioned the U.S. Court of Appeals for the District of
Columbia Circuit to vacate the proposed rule, and in October
2025, Nasdaq's petition for review was denied. The SEC
issued temporary exemptive relief from compliance with the
portions of the rule that Nasdaq challenged until November
2026. Since the rule was not vacated, we will adjust our
business model in accordance with the rule, and the
implementation of the rule in November 2026 may adversely
impact our business and revenue.
In Canada, all new marketplace fees and changes to existing
fees, including trading and market data fees, must be filed
with and approved by the Ontario Securities Commission.
The Canadian Securities Administrators adopted a Data Fees
Methodology that restricts the total amount of fees that can
be charged for professional uses by all marketplaces to a
reference benchmark. Currently, all marketplaces are subject
to annual reviews of their market data fees tying market data
revenues to pre- and post-trade market share metrics.
Permitted fee ranges are based on an interim domestic
benchmark that is subject to change to an international
benchmark, which could lower the permitted fees charged by
marketplaces, which could adversely impact our revenues.
Our European exchanges currently offer market data products
to customers on a non-discriminatory and reasonable
commercial basis. The MiFID II/MiFIR rules entail that the
price for regulated market data such as pre- and post-trade
data shall be based on cost plus a reasonable margin.
However, these terms are not clearly defined. There is a risk
that a different interpretation of these terms may influence
the fees for European market data products adversely. In
addition, any future actions by European Union institutions
could affect our ability to offer market data products in the
same manner as today, thereby causing an adverse effect on
our market data revenues.
We are subject to litigation risks, risks from compliance
obligations and associated enforcement risks, and other
liabilities.
Many aspects of our business potentially involve substantial
liability risks. Although under current law we are immune
from private suits arising from conduct within our regulatory
authority and from acts and forbearances incident to the
exercise of our regulatory authority, this immunity only
covers certain of our activities in the U.S., and we could be
exposed to liability under national and local laws, court
decisions and rules and regulations promulgated by
regulatory agencies.
We face risks related to compliance with economic sanctions
(including those administered by the U.S. Office of Foreign
Assets Control), export controls, corruption (including the
U.S. Foreign Corrupt Practices Act) and money laundering.
While we maintain compliance programs to prevent and
detect potential violations, such programs cannot completely
eliminate the risk of non-compliance. Since our Financial
Crime Management Technology and surveillance solutions
are important offerings, a significant compliance event
involving one of these areas could more negatively impact
our business than a comparable business without this service
offering.
Liability could also result from disputes over the terms of a
trade, claims that a system failure or delay cost a customer
money, claims we entered into an unauthorized transaction or
claims that we provided materially false or misleading
statements in connection with a securities transaction.
Although we carry insurance that may limit our risk of
damages in some cases, we still may incur significant legal
expenses and may sustain uncovered losses or losses in
excess of available insurance that would affect our business,
financial condition and results of operations.
We have self-regulatory obligations and also operate for-
profit businesses, and these two roles may create conflicts
of interest.
We have obligations to regulate and monitor activities on our
markets and ensure compliance with applicable law and the
rules of our markets by market participants and listed
companies. In the U.S., some have expressed concern about
potential conflicts of interest of “for-profit” markets
performing the regulatory functions of an SRO. We perform
regulatory functions and bear regulatory responsibility related
to our listed companies and our markets. Any failure by us to
diligently and fairly regulate our markets or to otherwise
fulfill our regulatory obligations could significantly harm our
reputation, prompt SEC scrutiny and adversely affect our
business and reputation.
Our Nordic and Baltic exchanges monitor trading and
compliance with listing standards in accordance with the
European Union’s Market Abuse Regulation and other
applicable laws. Any failure to diligently and fairly regulate
the Nordic and Baltic exchanges could significantly harm our
reputation, prompt scrutiny from regulators and adversely
affect our business and reputation.
Laws and regulations regarding security and safeguarding
of our systems and services, protection of sensitive customer
data and the handling of personal data and information
may affect our services or result in increased costs, legal
claims or fines against us.
Our business operates certain systems that may be considered
“critical infrastructure” under certain regulations and licenses
or sells certain systems or services to customers that are used
by customers in their role as providers of critical
infrastructure or to fulfill certain core business requirements
or process certain sensitive data. New cybersecurity, privacy,

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data sovereignty, and resiliency regulations may impact the
requirements and cost of delivery for impacted systems and
services and, in the event of an incident, increase the cost and
complexity of our response and the potential financial and
reputation impact from fines or private litigation. These
regulations may also impact customer decision making and
conditions on contracting for our services.
Our businesses and internal operations rely on the processing
of data in many jurisdictions and the movement of data,
including personal data, across national borders. Legal and
contractual requirements relating to the processing, including,
but not limited to, collection, storage, handling, use,
disclosure, transfer and security, and brokering, of personal
data continue to evolve and regulatory scrutiny and customer
requirements in this area are increasing around the world.
Significant uncertainty exists as privacy and data protection
laws may be interpreted and applied differently across
jurisdictions and may create inconsistent or conflicting
requirements with privacy and other laws to which we are
subject.
Laws and regulations such as the European Union and United
Kingdom General Data Protection Regulation, the California
Privacy Rights Act and other comparable laws and
regulations adopted globally and within the United States and
Canada can apply to our processing of their residents ’
personal data by Nasdaq legal entities regardless of the
location of such entities; such laws may also require our
customers located in such jurisdictions to contractually
obligate our compliance.
In addition to directly applying to some of our business
activities, these laws and industry-specific regulations, such
as the Health Insurance Portability and Accountability Act
and the Gramm-Leach-Bliley Act, impact many of our
customers, which may affect their decisions to purchase our
services. As a supplier to such customers, regulators may
engage in direct enforcement actions or seek to impose
liability on us if we do not comply with applicable
regulations. Our efforts to comply with privacy and data
protection laws may entail substantial expenses, may divert
resources from other initiatives and projects, and could
impact the services that we offer. The enactment of more
restrictive laws, rules or regulations, future enforcement
actions or investigations, or the creation of new rights to
pursue damages could impact us through increased costs or
restrictions on our business, and noncompliance could result
in regulatory penalties and significant legal liability.
Changes in tax laws, regulations or policies could have a
material adverse effect on our financial results.
Changes in tax laws, regulations, trade policies or other
policies could result in us having to pay higher taxes or
operating expenses, which may reduce our net income, or
could adversely affect our ability to continue our capital
allocation program, purchase additional energy tax credits or
effect strategic transactions in a tax-favorable manner. In
addition, such changes, including federal or state financial
transaction taxes, may increase the cost of our offerings or
services, which may cause our clients to reduce their use of
our services. Any changes to laws, regulations, policies or
other legal restrictions regarding the employment, staffing,
supervision or business activities of international or non-U.S.
citizen employees of U.S. companies may adversely affect
our results of operations.
Some of our subsidiaries are subject to tax in the jurisdictions
in which they are organized or operate, and in computing our
tax obligation in these jurisdictions, we take various tax
positions. We cannot ensure that upon review of these
positions, the applicable authorities will agree with our
positions. A successful challenge by a tax authority could
result in additional taxes imposed on our clients or our
subsidiaries.

RISKS RELATED TO INTELLECTUAL PROPERTY
AND BRAND REPUTATION
Damage to our reputation or brand name could have a
material adverse effect on our businesses.
One of our competitive strengths is our strong reputation and
brand name. Various issues may give rise to reputational risk,
including issues relating to:
• our ability to maintain the security of our data and systems;
• the quality and reliability of our technology platforms and
systems;
• the ability to fulfill our regulatory obligations;
• the ability to execute our business plan, key initiatives or
new business ventures and the ability to keep up with
changing customer demand;
• the representation of our business in the media;
• the accuracy of our financial statements, other financial
and statistical information or sustainability-related
disclosures;
• the accuracy of our financial guidance or other information
provided to our investors;
• the quality of our corporate governance structure;
• the quality of our products the reliability of our solutions
and the accuracy of our information and data offerings;
• the quality of our disclosure controls or internal controls
over financial reporting, including any failures in
supervision;
• extreme price volatility on our markets;
• any negative publicity surrounding our listed companies or
our listing rules;
• any negative publicity surrounding the use of our products
and/or services by our customers, including in connection
with emerging asset classes such as crypto assets; and
• any misconduct, fraudulent activity or theft by our
employees or other persons formerly or currently
associated with us.

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Negative publicity or misrepresentations by third parties,
particularly on social media, may adversely impact our
credibility as a leader in the global capital markets and as a
source for data and analytics. This may have an adverse
effect on our brands, business and operating results. Damage
to our reputation could cause some issuers not to list their
securities on our exchanges or switch to a different exchange.
Reputational damage may also reduce trading volumes or
values on our exchanges or cause us to lose customers. This
may have a material adverse effect on our business, financial
condition and operating results.
Failure to meet customer expectations or deadlines for the
implementation of our products could result in negative
publicity, losses and reduced sales, each of which may harm
our reputation, business and results of operations.
We generally mutually agree with our customers on the
duration, budget and costs associated with the
implementation of certain of our products, particularly our
market technology large-scale market infrastructure projects.
Various factors may cause implementations to be delayed,
inefficient or otherwise unsuccessful, including due to
unforeseen project complexities, our deployment of
insufficient resources or other external factors. The effects of
a failure to meet an implementation schedule could include
monetary credits for current or future service engagements, a
reduction in fees for the project, or the expenditure of
additional expenses to mitigate such delays. In addition, time-
consuming implementations may also increase the personnel
we must allocate to such customer, thereby increasing our
costs and diverting attention from other projects.
Unsuccessful, lengthy, or costly customer implementation
projects could result in claims from customers, decreased
customer satisfaction, harm to our reputation, and
opportunities for competitors to displace us, each of which
could have an adverse effect on our reputation, business and
results of operations.
Our reputation or business could be negatively impacted by
evolving and conflicting stakeholder expectations regarding
sustainability matters and our reporting of such matters.
We communicate certain sustainability-related initiatives,
goals, and/or commitments regarding environmental matters,
social matters, vendors and suppliers and other matters in our
annual Sustainability Report, Task Force on Climate-related
Financial Disclosures Report, on our website, in our filings
with the SEC and elsewhere. These goals or commitments
could be difficult to achieve and costly to implement.
Stakeholder expectations regarding sustainability matters are
evolving and can be divergent, with some stakeholders
demanding more action and disclosure while others oppose
such efforts. In addition, we could be criticized for the
timing, scope or nature of these initiatives, goals, or
commitments, or for any revisions to them. We could be
subject to litigation or regulatory enforcement actions
regarding the accuracy, adequacy, or completeness of our
sustainability-related disclosures. Our actual or perceived
failure to achieve, or stakeholder dissatisfaction of, our
sustainability-related goals or commitments could negatively
impact our reputation or otherwise materially harm our
business.
Failure to protect our IP rights, or allegations that we have
infringed on the IP rights of others, could harm our brand-
building efforts and ability to compete effectively.
To protect our IP rights, we rely on a combination of
trademark laws, copyright laws, patent laws, trade secret
protection, confidentiality agreements and other contractual
arrangements with our affiliates, clients, strategic partners,
employees and others. However, the efforts we have taken to
protect our IP and proprietary rights might not be sufficient,
or effective, at stopping unauthorized use of those rights. We
may be unable to detect the unauthorized use of, or take
appropriate steps to enforce, our IP rights.
We have registered, or applied to register, our trademarks in
the United States and in over 50 foreign jurisdictions and
have pending U.S. and foreign applications for other
trademarks. We also maintain copyright protection for
software products and pursue patent protection for inventions
developed by us. We hold a number of patents, patent
applications and licenses in the United States and other
foreign jurisdictions. However, effective trademark,
copyright, patent and trade secret protection might not be
available or cost-effective in every country in which we offer
our services and products. Moreover, changes in patent law,
regulation or practices at the U.S. Patent and Trademark
Office and/or analogous offices in other jurisdictions, such as
changes in the law regarding patentable subject matter, could
also impact our ability to obtain patent protection for our
innovations. The scope of protection under our patents may
not be sufficient in some cases, or existing patents may be
deemed invalid or unenforceable. Failure to protect our IP
adequately could harm our brand and affect our ability to
compete effectively. Further, defending our IP rights could
result in the expenditure of significant financial and
managerial resources.
Third parties may assert IP rights claims against us, which
may be costly to defend, could require the payment of
damages and could limit our ability to use certain
technologies, trademarks or other IP. Any IP claims, with or
without merit, could be expensive to litigate or settle and
could divert management resources and attention. Successful
challenges against us could require us to modify or
discontinue our use of technology or business processes
where such use is found to infringe or violate the rights of
others, or require us to purchase licenses from third parties,
any of which could adversely affect our business, financial
condition and operating results.

29

GENERAL RISK FACTORS
We are a holding company that depends on cash flow from
our subsidiaries to meet our obligations, and any
restrictions on our subsidiaries’ ability to pay dividends or
make other payments to us may have a material adverse
effect on our results of operations and financial condition.
As a holding company, we require dividends and other
payments from our subsidiaries to meet cash requirements.
Minimum capital requirements mandated by regulatory
authorities having jurisdiction over some of our regulated
subsidiaries indirectly restrict the amount of dividends that
can be paid upstream.
If our subsidiaries are unable to pay dividends and make
other payments to us when needed, or if regulators or
counterparties require us to increase capital deployed in
certain of our regulated subsidiaries, we may be unable to
satisfy our obligations, which would have a material adverse
effect on our business, financial condition and operating
results.
We may experience f luctuations in our operating results,
which may adversely affect the market price of our common
stock.
Our industry is risky and unpredictable and is directly
affected by many national and international factors beyond
our control, including:
• economic, political and geopolitical market conditions;
• evolving market or customer preferences for solutions
provided locally or outside of the U.S.;
• natural disasters, terrorism, pandemics, war or other
catastrophes;
• broad trends in finance and technology;
• changes in price levels and volatility in the stock markets;
• the level and volatility of interest rates;
• volatility in commodity markets, including the energy
markets;
• inflation;
• disruptions or delays in our supply chains;
• changes in government monetary or tax policy;
• the imposition of governmental economic sanctions or
tariffs, on countries in which we do business or where we
plan to expand our business or sell our products and
services; and
• the perceived attractiveness of the U.S. or European capital
markets.
Any one of these factors could have a material adverse effect
on our business, financial condition and operating results by
causing a substantial decline in the financial services markets
and reducing trading volumes or values.
Additionally, since borrowings under our credit facilities bear
interest at variable rates and commercial paper is issued at
prevailing interest rates, any increase in interest rates on debt
that we have not fixed using interest rate hedges will increase
our interest expense, reduce our cash flow or increase the
cost of future borrowings or refinancings. Other than variable
rate debt, we believe our business has relatively large fixed
costs and low variable costs, which magnifies the impact of
revenue fluctuations on our operating results. As a result, a
decline in our revenue may lead to a relatively larger impact
on operating results. A substantial portion of our operating
expenses is related to personnel costs, regulation and
corporate overhead, none of which can be adjusted quickly
and some of which cannot be adjusted at all. Our operating
expense levels are based on our expectations for future
revenue. If actual revenue is below management’s
expectations, or if our expenses increase before revenues do,
both revenues less transaction-based expenses and operating
results would be materially and adversely affected. Because
of these factors, it is possible that our operating results or
other operating metrics may fail to meet the expectations of
stock market analysts and investors. If this happens, the
market price of our common stock may be adversely affected.
Our operational processes are subject to the risk of error,
which may result in financial loss or reputational damage.
We have instituted extensive controls to reduce the risk of
error inherent in our operations; however, such risk cannot
completely be eliminated. Our businesses are highly
dependent on our ability to process and report, on a daily
basis, a large number of transactions across numerous and
diverse markets. Some of our operations require complex
processes, and the introduction of new products or services or
changes in processes or reporting due to regulatory
requirements may result in an increased risk of errors for a
period after implementation. Additionally, the likelihood of
such errors or vulnerabilities is heightened as we acquire new
products from third parties, whether as a result of
acquisitions or otherwise.
Data, other content or information that we distribute may
contain errors or be delayed, causing reputational harm. Use
of our products and services as part of the investment process
creates the risk that clients, or the parties whose assets are
managed by our clients, may pursue claims against us in the
event of such delay or error, and significant litigation against
us might unduly burden management, personnel, financial
and other resources.
In addition, the sophisticated software we sell to our
customers may contain undetected errors or vulnerabilities,
some of which may be discovered only after delivery, or
could fail to perform its intended purpose. Because our
clients depend on our solutions for critical business functions,
any service interruptions, failures or other issues may result
in lost or delayed market acceptance and lost sales, or
negative customer experiences that could damage our
reputation, resulting in the loss of customers, loss of revenues
and liability for damages, which may adversely affect our
business, operating results and financial condition.

30

Climate and weather related risk may have an adverse
impact on our business, while simultaneously, we face
reputational, regulatory and financial risks related to our
ability to respond to diverse stakeholder expectations and
requirements on climate, weather, and other sustainability-
related topics.
Climate related events, including extreme weather events and
their impact on the critical infrastructure in the U.S. and
elsewhere, have the potential to disrupt our business or the
business of our clients and/or suppliers.
Additionally, there is an increased focus from our regulators,
investors, clients, employees, and other stakeholders
concerning corporate citizenship, greenhouse gas emissions
reduction and sustainability matters, including proposed or
adopted laws, regulations or policies on sustainability-related
topics that diverge from, or potentially conflict with, laws in
other jurisdictions in which we operate. For example, new
laws, regulations and policies are being developed in Europe
and elsewhere globally that may require us to comply with
specific, target-driven frameworks, disclosure and other
requirements in multiple jurisdictions. Changing legal
requirements, policies and stakeholder expectations have
resulted in, and are likely to continue to result in, increased
general and administrative expenses and management time
and attention to comply with, or meet, those regulations and
expectations, which could result in fines or other penalties
and adversely affect our business, reputation, financial
condition and operating results.
Our businesses operate in various international markets,
which are subject to political, economic and social
uncertainties.
Our businesses operate in various international markets,
including but not limited to Northern Europe, the Baltics, the
Middle East, Latin America, Africa and Asia, and our
operations are subject to the risks inherent in the international
economy. Political, economic or social events or
developments in one or more of our non-U.S. locations or in
the U.S. arising from such international developments, such
as limitations imposed on securing new listings on our
exchanges, constraints on data sharing with a U.S. based
company, a reduced interest in providing operational support
between certain regions and the U.S., or restrictions on
entering into transactions with new or existing customers,
could adversely affect our sales, operations and financial
results. We have operations in locations that may be subject
to greater political, economic and social uncertainties than
countries with more developed institutional structures, which
may increase our operational risk.
Unforeseen or catastrophic events could interrupt our
critical business functions. In addition, our U.S. and
European businesses are heavily concentrated in particular
areas and may be adversely affected by events in those
areas.
We may incur losses as a result of unforeseen or catastrophic
events, such as terrorist attacks, natural disasters, pandemics,
extreme weather, fire, power loss, telecommunications
failures, human error, theft, sabotage, vandalism, and other
crime. Given our position in the global capital markets and
our brand, we may be more likely than other companies to be
a target for malicious disruption activities or physical attacks
on our senior leadership team and/or our office locations.
In addition, our business operations are heavily concentrated
in the east coast of the U.S.; Stockholm, Sweden; Vilnius,
Lithuania; and St. John, Canada, among other locations. Any
event that impacts either of those geographic areas could
potentially affect our ability to operate our businesses.
We have disaster recovery and business continuity plans and
capabilities for critical systems and business functions to
mitigate the risk of an interruption. However, any
interruption in our critical business functions or systems
could negatively impact our financial condition and operating
results. Additionally, some of our market services and
financial technology customers may lack adequate disaster
recovery solutions to avoid loss of trade flow from a
sustained interruption of our critical systems.
Because we have operations in numerous countries, we are
exposed to currency risk.
We have operations in the U.S., the Nordic and Baltic
countries, Canada, the United Kingdom, Australia and many
other foreign countries. We therefore have significant
exposure to exchange rate movements between the Euro,
Swedish Krona, the Canadian dollar and other foreign
currencies against the U.S. dollar. Significant inflation or
disproportionate changes in foreign exchange rates with
respect to one or more of these currencies could occur as a
result of general economic conditions, acts of war or
terrorism, changes in governmental monetary, trade or tax
policy, changes in local interest rates or other factors. These
exchange rate differences will affect the translation of our
non-U.S. results of operations, interest expense and financial
condition into U.S. dollars as part of the preparation of our
consolidated financial statements.
If our risk management methods are not effective, our
business, reputation and financial results may be adversely
affected.
We utilize widely-accepted methods to identify, assess,
monitor and manage our risks. Nasdaq’s Global Risk
Management Committee, which is composed of senior
executives, has the responsibility for overseeing the risk
management methods, regularly reviewing risks and referring
significant risks to the board of directors or specific board
committees. Local risk management committees in our
international offices provide local risk oversight and
escalation to local boards, as appropriate. The rapidly
changing environment may limit the effectiveness of our risk
management methods. Certain risk management methods
require subjective evaluation of dynamic information
regarding markets, customers or other matters. That variable
information may not in all cases be accurate, complete, up-to-
date or properly evaluated. If we do not successfully identify,
assess, monitor or manage the risks to which we are exposed,

31

our business, reputation, financial condition and operating
results could be materially adversely affected.
Decisions to declare future dividends on our common stock
will be at the discretion of our board of directors and there
can be no guarantee that we will pay future dividends to our
stockholders.
Our board of directors regularly declares quarterly cash
dividend payments on our outstanding common stock. The
board’s determination to declare dividends will depend upon
our profitability and financial condition, contractual
restrictions, restrictions imposed by applicable law and other
factors that the board deems relevant. Based on an evaluation
of these factors, the board may determine not to declare
future dividends at all or to declare future dividends at a
reduced amount.
Provisions of our certificate of incorporation, by-laws,
exchange rules (including provisions included to address
SEC concerns) and governing law restrict the ownership
and voting of our common stock. In addition, such
provisions could delay or prevent a change in control of us
and entrench current management.
Our organizational documents place restrictions on the voting
rights of certain stockholders. The holders of our common
stock are entitled to one vote per share on all matters to be
voted upon by the stockholders except that no person may
exercise voting rights in respect of any shares in excess of
5% of the then outstanding shares of our common stock. Any
change to the 5% voting limitation would require SEC
approval.
In response to the SEC’s concern about a concentration of
our ownership, the rules of some of our exchange
subsidiaries include a prohibition on any member or any
person associated with a member of the exchange from
beneficially owning more than 20% of our outstanding voting
interests. SEC consent would be required before any investor
could obtain more than a 20% voting interest in us. The rules
of some of our exchange subsidiaries also require the SEC’s
approval of any business ventures with exchange members,
subject to exceptions.
Our organizational documents contain provisions that may be
deemed to have an anti-takeover effect and may delay, deter
or prevent a change of control of us, such as a tender offer or
takeover proposal that might result in a premium over the
market price for our common stock. Additionally, certain of
these provisions make it more difficult to bring about a
change in the composition of our board of directors, which
could result in entrenchment of current management.
Our certificate of incorporation and by-laws:
• do not permit stockholders to act by written consent;
• require certain advance notice for director nominations and
actions to be taken at annual meetings; and
• authorize the issuance of undesignated preferred stock, or
“blank check” preferred stock, which could be issued by
our board of directors without stockholder approval.
Finally, many of the European countries where we operate
regulated entities require prior governmental approval before
an investor acquires 10% or greater of our common stock .

Item 1B. Unresolved Staff Comments
None.

Item 1C. Cybersecurity
Risk Management and Strategy
Na sdaq’s brand and role as a critical infrastructure provider
for global financial markets, the operator of The Nasdaq
Stock Market and exchanges, central securities depositories
and a clearinghouse in Europe, and the provider of
information and technology services to banks, international
market operators and exchanges, publicly-traded companies
and other high-profile customers make us an attractive target
for cybersecurity threat actors and attacks. These include
adversarial nations and state-sponsored actors, hacktivists
and ransomware deployers or other financially motivated
criminals. Impacts of a cybersecurity incident may include:
financial and reputational damage, resulting from the loss of
customer confidence in our company, exchange, products or
offerings; potential regulatory enforcement actions; or
litigation, either from governmental authorities, shareholders,
or other litigants, including customers asserting our failure to
comply with contractual obligations. To date, no risks from
cybersecurity threats, including as a result of any previous
cybersecurity incidents, have materially affected or are
reasonably likely to materially affect our business, our
business strategy, our results of operations or financial
condition. For further information, see “Our role in the global
marketplace positions us at greater risk for a cyberattack” and
“Expanded cybersecurity regulations, and increased
cybersecurity infrastructure and compliance costs, may
adversely impact our results of operations” in “Item 1A, Risk
Factors” of this Annual Report on Form 10-K.
Our risk management and mitigation approach includes the
adoption of NIST CSF and NIST 800-53 security control
frameworks and adaptive ong oing threat analysis. In addition,
our Information Security, or InfoSec, team reviews and
conducts a risk assessment of any novel technologies Nasdaq
plans to implement. Our policies and our baseline security
controls incorporate a security infrastructure with multi-
layered defense systems. We have 18 System and
Organization Controls Type 2, or SOC 2, certifications with
respect to our information security and infrastructure. Our
adaptive analysis monitors the threat landscape relevant to
Nasdaq, our vendors and financial industry peers, and threats
arising from geopolitical events. As the external threat
landscape evolves, our information security controls are
regularly evaluated, updated and enhanced to help protect
against emerging risks. Additionally, we conduct extensive
cybersecurity assessments of our acquired entities, both prior
to acquisition and following completion of the transaction, to
understand potential threats and mitigate risks from any
potential deviations between the acquired company’s
practices and Nasdaq’s standards, until we can align the

32

acquired company’s security infrastructure and access
management practices and policies with ours.
We periodically engage external advisors to perform an
independent assessment of the maturity of Nasdaq’s
information security programs, and compare our programs to
our financial and technology industry peers. Nasdaq’s
InfoSec program has demonstrated increasing levels of
maturity year-over-year for every assessed program
component. R ecommendations to further enhance our
procedures and maturity ratings from these assessments are
then presented to our executive management team and the
Audit & Risk Committee.
On a periodic basis, our management team and the Board of
Directors conduct tabletop exercises and simulations on
cybersecurity matters, with assistance from internal and
outside experts. These exercises are intended to strengthen
resilience and readiness to address different cybersecurity
incident scenarios.
We use certain cloud-based third-party vendors for the core
trading systems of certain of our exchanges and certain of our
governance products and solutions. Prior to engaging such
vendors, we analyze each provider’s SOC2 certifications,
perform due diligence testing for information security and
interoperability with our systems, and annually review the
SOC2 certifications. Our security assurance and threat
assessment team, within our Information Security
organization, collaborates with our external threat
intelligence providers to proactively review Nasdaq, and our
vendors with respect to emerging threats and associated risks.
For our third-party service providers, our risk assessment
process evaluates the probability and potential impact of
incidents related to operational errors, technology
disruptions, information security breaches, workforce issues,
internal and external fraud, financial actions, and legal and
regulatory matters. This assessment process is part of our
Supplier Risk Management program, which establishes
processes for identifying, assessing, and periodically
reviewing our exposure to risk through third party vendors.
Governance
Cybersecurity is an integral part of risk management at
Nasdaq. The Board of Directors appreciates the rapidly
evolving nature of threats presented by cybersecurity
incidents and is committed to the prevention, timely
detection, and mitigation of the effect any such incidents may
have on us. Our Global Risk Management Committee, which
includes our Chair and CEO and other senior executives,
assists the Board of Directors in its cybersecurity risk
oversight role.
We use a cross-departmental approach to assess and manage
cybersecurity risk, with our Information Security; Legal, Risk
and Regulatory; and Internal Audit functions presenting on
key topics to the Audit & Risk Committee , which provides
oversight of our cybersecurity risk. Additionally, members
from these organizations, along with Finance and
Accounting, Global Technology and Corporate
Communications, comprise a rapid response team that would
mobilize in the event of a potentially significant
cybersecurity incident and would analyze and evaluate the
incident while also advising the executive management team.
Our Audit & Risk Committee receives quarterly or, if
needed, more frequent reports on cybersecurity and
information security matters from our Chief Information
Security Officer, or CISO, and his team . The CISO has more
than 25 years of experience in information technology and
information security, particularly in the financial services
industry, and our InfoSec organization has seasoned
members with expertise in application security; governance
and compliance; program and vulnerability management;
security engineering; security operations security assurance;
and threat intelligence and security architecture.
This regular reporting to the Audit & Risk Committee also
includes a cybersecurity dashboard that contains information
on cybersecurity governance processes, and from time to
time, also includes the status of projects to strengthen internal
cybersecurity, ongoing prevention and mitigation efforts,
security features of the products and services we provide our
customers, or the results of security events during the period.
The Audit & Risk Committee also reviews and discusses
recent cyber incidents affecting the industry and the emerging
threat landscape.
Cybersecurity is a shared responsibility, and our goal is for
all employees to be vigilant in helping to protect our
organization and themselves, at all times. We routinely
perform simulations and tabletop exercises, and incorporate
external resources and advisors as needed, to help strengthen
our cybersecurity protection and information security
procedures and safeguards. All employees are required to
complete annual cybersecurity awareness training and have
access to continuous cybersecurity educational opportunities
throughout the year. All employees also have access to
Nasdaq’s Information Security Hotline, which is staffed on a
24/7 basis to respond to any potential incident; we have a
strict non-retaliation policy that applies to any reporting of
concerns related to our business. Nasdaq also maintains a
cybersecurity and information security risk insurance policy,
and our Nasdaq Information Security Management System
conforms to ISO 27001 requirements and is ISO 27001
certified.
On an annual basis, the Information Security team reviews
and updates its governance documents, including the
Information Security Charter, the Information Security
Policy, and the Information Security Program Plan, and then
presents the revised documents to the Global Risk
Management Committee and Audit & Risk Committee for
review and/or approval. Additionally, the Information
Security team maintains a formal cybersecurity strategic
three-year plan, which outlines the strategic vision and
associated goals for the cybersecurity of our global
operations. The plan is regularly updated with new initiatives
that align with technology innovations and changes in the
threat landscape, and is reviewed and approved by the CISO

33

and the Audit & Risk Committee. Throughout the three-year
plan term, the CISO regularly provides management with
progress reports.

Item 2. Properties
We conduct our business operations in leased facilities. We
do not own any real property. Our U.S. headquarters are
located in New York, New York, and our European
headquarters are located in Stockholm, Sweden. We also
lease space in multiple locations around the world, which are
used for research and development, sales and support, and
administrative activities, as well as for data centers and
disaster preparedness facilities.
Generally, our properties are not allocated for use by a
particular business segment. Instead, most of our properties
are used by two or more segments. We regularly monitor the
facilities we occupy to ensure that they suit our needs in a
hybrid work environment. We believe the facilities that we
occupy are adequate for the purposes for which they are
currently used and are well-maintained. See Note 16,
“Leases,” to the consolidated financial statements for further
discussion.

Item 3. Legal Proceedings
See “Legal and Regulatory Matters” of Note 18,
“Commitments, Contingencies and Guarantees,” to the
consolidated financial statements for a description of our
legal proceedings, if any.

PART II

Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock is listed on The Nasdaq Stock Market
under the ticker symbol “NDAQ.” As of Februar y 3, 2026,
we had approximately 177 holders of record of our common
stock
Issuer Purchases of Equity Securities
Share Repurchase Program
See “Share Repurchase Program,” of Note 12, “Nasdaq
Stockholders’ Equity,” to the consolidated financial
statements for further discussion of our share repurchase
program.
Purchases of Equity Securities by the Issuer and
Affiliated Purchasers
Under our board approved share repurchase program, we
may repurchase shares from time to time at prevailing market
prices in open market purchases, privately-negotiated
transactions, block purchases, an accelerated share
repurchase program or otherwise, as determined by our
management. As of December 31, 2025 , the remaining
aggregate authorized amount under the existing share
repurchase program was $1.1 billion . The share repurchase
program may be suspended, modified or discontinued at any
time, and has no defined expiration date.
The table below represents repurchases made by or on behalf
of us or any “affiliated purchaser” of our common stock
during the fiscal quarter ended December 31, 2025 :

Period

Total Number
of Shares
Purchased

Average
Price Paid
Per Share

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs

Maximum
Dollar
Value of
Shares
that May
Yet Be
Purchased
Under the
Plans or
Programs
(in
millions)

October 2025

 

 

Share
repurchase
program

1,812,219

$ 88.59

1,812,219

$ 1,254

Employee
transactions

25,679

$ 89.10

N/A

N/A

November 2025

Share
repurchase
program

760,264

$ 91.47

760,264

$ 1,185

Employee
transactions

11,491

$ 85.49

N/A

N/A

December 2025

Share
repurchase
program

622,256

$ 89.24

622,256

$ 1,129

Employee
transactions

33,186

$ 90.22

N/A

N/A

Total Quarter Ended December 31, 2025

Share
repurchase
program

3,194,739

$ 89.40

3,194,739

$ 1,129

Employee
transactions

70,356

$ 89.04

N/A

N/A

In the table above:
• N/A - Not applicable.
• Employee transactions represents shares surrendered to us
to satisfy tax withholding obligations arising from the
vesting of restricted stock and PSUs previously issued to
employees.
• Shares listed under s hare repurchase program in the table
above primarily include repurchases under ASR
agreements .

34

◦ In October 2025, we entered into a variable notional
ASR agreement, in which we delivered $250 million to a
third-party financial institution and received and
immediately retired 1,812,219 shares of our common
stock. In December 2025, upon the final settlement of
this transaction, we received (i) an additional 504,401
shares, which were immediately retired, and (ii) a $45
million cash payment , which reflects the difference
between the prepayment amount (maximum notional
amount) and the final notional amount.
◦ In November 2025, we entered into an ASR with a third-
party financial institution to repurchase $75 million of
common stock and received and immediately retired
697,512 shares of our common stock. In December
2025, upon the final settlement of this transaction, we
received an additional 117,855 shares, which were
immediately retired .
• See “Share Repurchase Program,” of Note 12, “Nasdaq
Stockholders’ Equity,” to the consolidated financial
statements for further discussion of our share repurchase
program. 

35

PERFORMANCE GRAPH
The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and
S&P 500 GICS 4020 Index, our peer group, for the past five years. The figures represented below assume an initial
investment of $100 in the common stock or index at the closing price on December 31, 2020 and the reinvestment of all
dividends.

Year Ended December 31,*

2020

2021

2022

2023

2024

2025

Nasdaq, Inc.

$ 100

$ 160

$ 142

$ 137

$ 185

$ 235

Nasdaq Composite Index

100

122

82

119

154

187

S&P 500

100

129

105

133

166

196

S&P 500 GICS 4020 Index

100

136

121

139

179

197

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index

36

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis of the financial
condition and results of operations of Nasdaq refers to the
year over year comparison for the fiscal years ended
December 31, 2025 and 2024 and should be read in
conjunction with our consolidated financial statements and
related notes included in this Form 10-K, as well as the
discussion under “Part I, Item 1A. Risk Factors.” For further
discussion of our growth strategy, products and services, and
competitive strengths, see “Part I, Item 1. Business.” For a
similar discussion comparing the fiscal years ended
December 31, 2024 and 2023, refer to “Part II, Item 7.
Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2024,
which was previously filed with the SEC on February 21,
2025.
Certain percentages and per share amounts herein may not
sum or recalculate due to rounding.

EXECUTIVE OVERVIEW
Nasdaq is a leading technology platform that powers the
world’s economies. We architect the infrastructure of the
world’s most modern markets, power the innovation
economy, and build trust in the financial system. We
empower economic opportunity by designing and deploying
the technology, data, and advanced analytics that enable our
clients to capture opportunities, navigate risk, and strengthen
resilience.
We manage, operate and provide our products and services in
three business segments: Capital Access Platforms, Financial
Technology and Market Services.

2025 Highlights
• Nasdaq extended its listing leadership in 2025 and
achieved its seventh consecutive year as the top U.S.
exchange by proceeds raised.
• In 2025, U.S. operating company IPOs on Nasdaq raised
over $24 billion in proceeds. In 2025, Nasdaq set a record
for listing transfers, with $1.2 trillion in annual switches
for the first time including the largest exchange transfer on
record.
• Index achieved record net inflows of $ 99 billion in 2025,
and exited the year with ETP AUM of $ 882 billion, an all-
time high. Nasdaq launched 122 new Index products in
2025, with nearly half of the launches being international
products and 32 new products in the institutional insurance
annuity space.
• The Financial Technology segment delivered 14% growth
in ARR and revenue, reflecting an increase in new clients,
cross-sells and upsells.
• Market Services delivered record revenue , reflecting
strength across U.S. cash equities and U.S. equities options
volumes in 2025.

Macroeconomic environment
Our business performance can be positively or negatively
impacted by a number of factors, including general economic
conditions, the geopolitical environment, current or expected
inflation, interest rate fluctuations, the threat or imposition of
broad-based tariffs, market volatility, changes in investment
patterns and priorities, regulatory changes, pandemics and
other factors that are generally beyond our control. F or
example, higher overall U.S. trading volumes in 2025 as
compared to 2024 led to an increase in our U.S. equities
options and U.S. cash equities revenues. Market factors also
contributed to higher valuations in N asdaq Indices, higher
overall volumes in Index derivatives and an improving IPO
landscape . To the extent that global or national economic
conditions weaken and result in slower growth or recessions,
our business may be negatively impacted.

Nasdaq ’ s Operating Results
The following table summarizes our financial performance
for the year ended December 31, 2025 compared to the same
period in 2024 and for the year ended December 31, 2024
compared to the same period in 2023. The comparability of
our results of operations between reported periods is
primarily impacted by our acquisition of Adenza in
November 2023. See Note 4, “Acquisition and Divestitures,”
to the consolidated financial statements for further
discussion. For a detailed discussion of our results of
operations, see “Segment Operating Results” below.

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions, except per share
amounts)

 

 

Revenues less
transaction-
based
expenses

$ 5,249

$ 4,649

$ 3,895

12.9 %

19.4 %

Operating
expenses

2,918

2,851

2,317

2.3 %

23.0 %

Operating
income

$ 2,331

$ 1,798

$ 1,578

29.7 %

13.9 %

Net income
attributable
to Nasdaq

$ 1,788

$ 1,117

$ 1,059

60.1 %

5.5 %

Diluted
earnings per
share

$ 3.09

$ 1.93

$ 2.08

60.3 %

(7.4) %

Cash
dividends
declared per
common
share

$ 1.05

$ 0.94

$ 0.86

11.7 %

9.3 %

37

In countries with currencies other than the U.S. dollar,
revenues and expenses are translated using monthly average
exchange rates. Impacts on our revenues less transaction-
based expenses and operating income associated with
fluctuations in foreign currency are discussed in more detail
under “Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.”
As discussed above, i n October 2025, we sold our Solovis
business, previously included in our Capital Access
Platforms segment. Revenues, ARR and quarterly annualized
SaaS revenues related to our Solovis business has been
reclassified to “ Other ” for all periods presented to facilitate
comparability.

The following ch art summarizes our ARR ( in millions ):

* In the chart above, Other for 4Q23 and 4Q24 includes $25
million and $28 million, respectively.
ARR for a given period is the current annualized value
derived from subscription contracts with a defined contract
value. This excludes contracts that are not recurring, are one-
time in nature, or where the contract value fluctuates based
on defined metrics. ARR is currently one of our key
performance metrics to assess the health and trajectory of our
recurring business. ARR does not have any standardized
definition and is therefore unlikely to be comparable to
similarly titled measures presented by other companies. ARR
should be viewed independently of revenue and deferred
revenue and is not intended to be combined with or to replace
either of those items. For AxiomSL and Calypso recurring
revenue contracts, the amount included in ARR is consistent
with the amount that we invoice the customer during the
current period. Additionally, for AxiomSL and Calypso
recurring revenue contracts that include annual values that
increase over time, we include in ARR only the annualized
value of components of the contract that are considered
active as of the date of the ARR calculation. We do not
include the future committed increases in the contract value
as of the date of the ARR calculation. ARR is not a forecast
and the active contracts at the end of a reporting period used
in calculating ARR may or may not be extended or renewed
by our customers.
The ARR chart includes:

▪

Capital Access Platforms

◦

Proprietary market data subscriptions and
annual listing fees within our Data & Listing
Services business

◦

Index data subscriptions and guaranteed
minimum on futures contracts within our Index
business

◦

Subscription contracts under our Workflow &
Insights business

▪

Financial Technology

◦

Subscription contracts excluding non-recurring
professional services.

▪

Other includes ARR related to our Solovis business
divested in October 2025.

38

The following chart summarizes our quarterly annualized
SaaS revenues for December 31, 2025 , 2024 and 2023 (in
millions):

* In the chart above, Other for 4Q23 and 4Q24 includes $25
million and $28 million, respectively.

SEGMENT OPERATING RESULTS
The following table presents our revenues by segment:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

 

Capital
Access
Platforms

$ 2,137

$ 1,945

$ 1,744

9.9 %

11.5 %

Financial
Technology

1,850

1,621

1,099

14.1 %

47.5 %

Market
Services

4,214

3,771

3,156

11.7 %

20.9 %

Other
revenues

61

63

65

(4.1) %

(3.1) %

Total
revenues

$ 8,262

$ 7,400

$ 6,064

11.6 %

22.0 %

Transaction
rebates

(2,572)

(2,026)

(1,838)

26.9 %

10.2 %

Brokerage,
clearance
and
exchange
fees

(441)

(725)

(331)

(39.1) %

119.1 %

Total
revenues
less
transaction-
based
expenses

$ 5,249

$ 4,649

$ 3,895

12.9 %

19.4 %

The following charts present our Capital Access Platforms,
Financial Technology and Market Services segments as a
percentage of our total revenues, less transaction-based
expenses.

Capital Access Platforms
The following tables present revenues and ARR from our
Capital Access Platforms segment:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

 

Data & Listing
Services

$ 804

$ 754

$ 749

6.7 %

0.7 %

Index

827

706

528

17.1 %

33.7 %

Workflow &
Insights

506

485

467

4.4 %

3.9 %

Total Capital
Access
Platforms

$ 2,137

$ 1,945

$ 1,744

9.9 %

11.5 %

As of December 31,

2025

2024

2023

ARR (in millions)

$ 1,340

$ 1,240

$ 1,210

39

Data & Listing Services Revenues
The following tables present key drivers from our Data &
Listing Services business:

Year Ended December 31,

IPOs

2025

2024

2023

The Nasdaq Stock Market

281

180

130

Operating company

155

130

103

SPACs

126

50

27

Exchanges that comprise
Nasdaq Nordic and Nasdaq
Baltic

19

14

7

Total new listings

The Nasdaq Stock Market

784

463

330

Exchanges that comprise
Nasdaq Nordic and Nasdaq
Baltic

27

31

23

As of December 31

Number of listed companies

2025

2024

2023

The Nasdaq Stock Market

4,480

4,075

4,044

Exchanges that comprise
Nasdaq Nordic and Nasdaq
Baltic

1,119

1,174

1,218

ARR (in millions)

$ 764

$ 691

$ 682

In the tables above:
• The number of total listed companies on The Nasdaq Stock
Market for the years ended December 31, 2025 , 2024 and
2023 included 1,112 , 768 and 600 ETPs, respectively.
• IPOs, new listings (which includes IPOs) and total listed
companies for exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic represent companies listed on the Nasdaq
Nordic and Nasdaq Baltic exchanges and companies listed
on the alternative markets of Nasdaq First North.
Data & Listing Services revenues increased for the year
ended December 31, 2025 compared with the same period in
2024 due to new data sales, usage and pricing, increased
annual listings revenues due to new listings and the favorable
impact from changes in foreign currency rates, partially
offset by delistings .

Index Revenues
The following table presents key drivers from our Index
business:

As of or
Year Ended December 31,

2025

2024

2023

Number of licensed ETPs

451

401

364

TTM change in period end ETP AUM
tracking Nasdaq indices (in billions)

Beginning balance

$ 647

$ 473

$ 315

Net appreciation

136

110

128

Net impact of ETP
sponsor switches

—

(16)

(1)

Net inflows

99

80

31

Ending balance

$ 882

$ 647

$ 473

Annual average ETP AUM
tracking Nasdaq indices
(in billions)

$ 740

$ 558

$ 396

ARR (in millions)

$ 81

$ 76

$ 72

In the table above, TTM represents trailing twelve months.
Index revenues increased for the year ended December 31,
2025 compared with the same period in 2024 primarily due
to higher average AUM in exchange traded products linked
to Nasdaq indices and growth in trading volumes. The
increase in 2025 is partially offset by a $16 million one-time
item recognized in the first quarter of 2024 related to a legal
settlement to recoup revenue.

Workflow & Insights Revenues
The following table presents key drivers from our Workflow
& Insights busin ess:

As of or
Year Ended December 31,

2025

2024

2023

(in millions)

ARR

$ 495

$ 473

$ 456

Quarterly annualized SaaS
revenues

425

403

386

Workflow & Insights revenues increased for the year ended
December 31, 2025 compared with the same period in 2024
primarily due to an increase in analytics revenues, largely
driven by eVestment and Nasdaq Data Link sales growth.

40

Financial Technology
The following table presents revenues from our Financial
Technology segment:

Year Ended December 31,

Percentage Change

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

(in millions)

Financial
Crime
Management
Technology

$ 331

$ 273

$ 223

21.5 %

22.2 %

Regulatory
Technology

428

352

212

21.5 %

66.3 %

Capital
Markets
Technology

1,091

996

664

9.5 %

50.0 %

Total Financial
Technology

$ 1,850

$ 1,621

$ 1,099

14.1 %

47.5 %

Financial Crime Management Technology Revenues
The following table presents key drivers for our Financial
Crime Management Technology business:

As of or
Year Ended December 31,

2025

2024

2023

(in millions)

ARR and Quarterly annualized
SaaS revenues

$ 329

$ 278

$ 226

F inancial Crime Management Technology revenues
increased for the year ended December 31, 2025 compared
with the same period in 2024 primarily due to higher
subscription revenues from new and existing clients and
higher professional services fees .

Regulatory Technology Revenues
The following table presents key drivers for our Regulatory
Technology business:

As of or
Year Ended December 31,

2025

2024

2023

(in millions)

ARR

$ 407

$ 354

$ 325

Quarterly annualized SaaS
revenues

239

191

165

Regulatory Technology revenues increased for the year
ended December 31, 2025 compared with the same period in
2024 primarily due to increased subscription revenues from
our AxiomSL and Surveillance solutions driven by new sales
and price increases to existing clients and revenue from new
clients. The increase was also driven by a one-tim e revenue
reduction recognized in the third quarter of 2024 related to a
purchase accounting adjustment. See Note 3, “Revenue from
Contracts with Customers,” to the consolidated financial
statements for discussion on the measurement period
adjustment.

Capital Markets Technology Revenues
The following table presents key drivers for our Capital
Markets Technology business:

As of or
Year Ended December 31,

2025

2024

2023

(in millions)

ARR

$ 975

$ 868

$ 799

Quarterly annualized SaaS
revenues

156

134

108

Capital Markets Technology revenues increased for the year
ended December 31, 2025 compared with the same period in
2024. The increase was primarily due to higher revenues
related to data center growth and higher subscription
revenues from new sales and price increases to existing
clients.

Market Services
The following table presents revenues from our Market
Services segment:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

 

Market Services

$ 4,214

$ 3,771

$ 3,156

11.7 %

20.9 %

Transaction-based expenses:

Transaction
rebates

(2,572)

(2,026)

(1,838)

26.9 %

10.2 %

Brokerage,
clearance and
exchange fees

(441)

(725)

(331)

(39.1) %

119.1 %

Total Market
Services, net

$ 1,201

$ 1,020

$ 987

17.7 %

3.4 %

The following table presents net revenues by product from
our Market Services segment:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

U.S. Equity
Derivative
Trading

$ 463

$ 395

$ 374

17.2 %

5.7 %

Cash Equity
Trading

515

430

397

19.9 %

8.3 %

U.S. Tape
plans

139

125

141

11.1 %

(11.5) %

Other

84

70

75

18.9 %

(6.2) %

Total Market
Services, net

$ 1,201

$ 1,020

$ 987

17.7 %

3.4 %

In the preceding tables, Other includes Nordic fixed income
trading & clearing, Nordic derivatives and Canadian cash
equities trading.

41

U.S. Equity Derivative Trading
The following tables present total revenues, transaction-based
expenses, and total revenues less transaction-based expenses
as well as key drivers from our U.S. Equity Derivative
Trading business:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

U.S. Equity
Derivative
Trading
Revenues

$ 1,702

$ 1,428

$ 1,257

19.2 %

13.6 %

Section 31 fees

47

87

55

(46.1) %

56.9 %

Transaction-based expenses:

 

Transaction
rebates

(1,236)

(1,030)

(879)

20.0 %

17.1 %

Section 31
fees

(47)

(87)

(55)

(46.1) %

56.9 %

Brokerage
and
clearance
fees

(3)

(3)

(4)

(8.6) %

(16.5) %

U.S. Equity
Derivative
Trading
Revenues, net

$ 463

$ 395

$ 374

17.2 %

5.7 %

Section 31 fees are recorded as U.S. equity derivative and
U.S. cash equity trading revenues with a corresponding
amount recorded in transaction-based expenses. We are
assessed these fees from the SEC and pass them through to
our customers in the form of incremental fees. Pass-through
fees can increase or decrease due to rate changes by the SEC,
our percentage of the overall industry volumes processed on
our systems, and differences in actual dollar value traded.
Section 31 fees decreased in 2025 compared with the same
period in 2024 primarily due to a decrease in the rate to zero
in the second quarter of 2025. Since the amount recorded in
revenues is equal to the amount recorded as Section 31 fees,
there is no impact on our net revenues.

Year Ended December 31,

U.S. equity options

2025

2024

2023

Total industry average daily volume
(in millions)

55.8

44.4

40.4

Nasdaq PHLX matched market
share

10.3%

10.0%

11.3%

The Nasdaq Options Market
matched market share

3.5%

5.5%

6.1%

Nasdaq BX Options matched
market share

1.6%

2.1%

3.3%

Nasdaq ISE Options matched
market share

6.7%

6.9%

5.9%

Nasdaq GEMX Options matched
market share

3.6%

2.6%

2.4%

Nasdaq MRX Options matched
market share

3.4%

2.7%

2.0%

Total matched market share
executed on Nasdaq’s exchanges

29.1%

29.8%

31.0%

U.S. equity derivative trading revenues and U.S. equity
derivative trading revenues, net increased for the year ended
December 31, 2025 compared with the same period in 2024
primarily due to higher industry trading volumes, partially
offset by lower capture and lower overall U.S. matched
market share executed on Nasdaq’s exchanges.
Transaction rebates, in which we credit a portion of the
execution charge to the market participant, increased for the
year ended December 31, 2025 compared with the same
period in 2024 primarily due to higher industry trading
volumes , partially offset by lower rebate capture rate and
lower overall U.S. matched market share executed on
Nasdaq’s exchanges.
Cash Equity Trading Revenues
The following tables present total revenues, transaction-based
expenses, and total revenues less transaction-based expenses
as well as key drivers and other metrics from our Cash Equity
Trading business:

Year Ended December 31,

Percentage Change

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

(in millions)

Cash Equity
Trading
Revenues

$ 1,847

$ 1,428

$ 1,355

29.4 %

5.4 %

Section 31
fees

366

611

253

(40.0%)

141.7 %

Transaction-based expenses:

 

Transaction
rebates

(1,307)

(974)

(939)

34.1%

3.8 %

Section 31
fees

(366)

(611)

(253)

(40.0%)

141.7 %

Brokerage
and
clearance
fees

(25)

(24)

(19)

2.8%

29.5 %

Cash equity
trading
revenues,
net

$ 515

$ 430

$ 397

19.9 %

8.3 %

See the discussion above for an explanation of Section 31
fees for the year ended December 31, 2025 as compared with
the same period in 2024.

42

Year Ended December 31,

Total U.S.-listed securities

2025

2024

2023

Total industry average daily share
volume (in billions)

17.6

12.2

11.0

Matched share volume (in billions)

625.7

479.4

455.6

The Nasdaq Stock Market matched
market share

13.9%

15.1%

15.8%

Nasdaq BX matched market share

0.2%

0.3%

0.4%

Nasdaq PSX matched market share

0.1%

0.2%

0.3%

Total matched market share
executed on Nasdaq’s exchanges

14.2%

15.6%

16.5%

Market share reported to the
FINRA/Nasdaq Trade Reporting
Facility

47.8%

44.3%

36.7%

Total market share

62.0%

59.9%

53.2%

Nasdaq Nordic and Nasdaq Baltic securities

 

Average daily number of equity
trades executed on Nasdaq’s
exchanges

710,314

651,455

666,411

Total average daily value of shares
traded (in billions)

$ 5.1

$ 4.5

$ 4.5

Total market share executed on
Nasdaq’s exchanges

72.2%

72.6%

71.0%

Cash equity trading revenues and cash equity trading
revenues, net increased for the year ended December 31,
2025 compared with the same period in 2024 primarily due
to higher U.S. and Eur opean industry trading volumes,
partially offset by lower overall U.S. matched market share
executed on Nasdaq's exchange s . Cash equity trading
revenues, net was also partially offset by lower capture.
Transaction rebates increased for the year ended December
31, 2025 compared with the same period in 2024 primarily
due to higher U.S. industry volumes and higher capture ,
partially offset by lower overall U.S. matched market share
executed on Nasdaq’s exchanges. For The Nasdaq Stock
Market and Nasdaq PSX, we credit a portion of the per share
execution charge to the market participant that provides the
liquidity, and for Nasdaq BX, we credit a portion of the per
share execution charge to the market participant that takes the
liquidity.
U.S. Tape Plans
The following table presents revenues from our U.S. Tape
plans business:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

U.S. Tape
plans

$ 139

$ 125

$ 141

11.1 %

(11.5) %

U.S. Tape plans revenues increase d for the year ended
December 31, 2025 compared with the same period in 2024
primarily due to higher market share, higher usage volume
and higher one-time industry-wide adjustments.
Other
Other includes Nordic fixed income trading and clearing,
Nordic derivatives and Canadian cash equities trading. The
following table presents revenues from our Other business:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

Other

$ 84

$ 70

$ 75

18.9 %

(6.2) %

In the preceding tables, Other is presented net of Canadian
cash equity transaction rebates of $29 million , $22 million
and $20 million for the years ended December 31, 2025 ,
2024 and 2023, respectively.
Other revenues increased for the year ended December 31,
2025 compared with the same period in 2024 due to an
increase in Nordic equity derivatives revenues and Canadian
cash equity revenues .

Other Revenues
For the years ended December 31, 2025 and 2024, Other
revenues include revenues related to our Nordic power
futures business and our Solovis business . See Note 4,
“ Acquisition and Divestitures, ” to the consolidated financial
statements for further discussion.

EXPENSES
Operating Expenses
The following table presents our operating expenses:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

 

Compensation and
benefits

$ 1,392

$ 1,324

$ 1,082

5.1%

22.4%

Professional and
contract services

160

152

128

5.2%

18.4%

Technology and
communication
infrastructure

316

281

233

12.3%

20.9%

Occupancy

124

112

129

9.6%

(12.9)%

General,
administrative
and other

75

109

113

(29.8)%

(3.6)%

Marketing and
advertising

65

54

47

20.2%

16.4%

Depreciation and
amortization

632

613

323

3.1%

89.3%

Regulatory

52

55

34

(6.2)%

60.8%

Merger and
strategic
initiatives

60

35

148

72.8%

(76.5)%

Restructuring
charges

42

116

80

(63.5)%

44.3%

Total operating
expenses

$ 2,918

$ 2,851

$ 2,317

2.3%

23.0%

43

The increase in compensation and benefits expense for the
year ended December 31, 2025 compared with the same
period in 2024 was primarily driven by increased headcount
and higher incentive compensation and the unfavorable
impact from changes in foreign currency rates . The increase
in 2025 compared with the same period in 2024 was partially
offset by a pre-tax charge of $23 million in the first quarter of
2024 resulting from the finalization of the termination of our
pension plan.
Headcount , including employees of non-wholly owned
consolidated subsidiaries, increased to 9,525 employees as of
December 31, 2025 from 9,162 employees as of December
31, 2024 , as we support revenue growth and innovation.
Professional and contract services expense increased for the
year ended December 31, 2025 compared with the same
period in 2024 primarily due to higher consulting fees,
partially offset by lower legal fee accruals.
Technology and communication infrastructure expense
increased for the year ended December 31, 2025 compared
with the same period in 2024 primarily due to increased
investment in technology, particularly our cloud initiatives
and software licensing.
Occupancy expense increased for the year ended December
31, 2025 compared with the same period in 2024 primarily
due to colocation data center growth.
General, administrative and other expense decreased for the
year ended December 31, 2025 compared with the same
period in 2024 primarily due to a gain on extinguishment of
debt recorded for the year ended December 31, 2025 as well
as the change in classification of costs related to the CAT
from general, administrative and other expense to regulatory
expense, beginning in the fourth quarter of 2024. See Note 9,
“Debt Obligations,” to the consolidated financial statements
for further discussion of the gain on extinguishment of debt.
Marketing and advertising expense increased for the year
ended December 31, 2025 compared with the same period in
2024 primarily due to higher marketing expense resulting
from higher IPO activity.
Depreciation and amortization expense increased for the year
ended December 31, 2025 compared with the same period in
2024 due to increased depreciation of capitalized software
projects.
Regulatory expense decreased for the year ended December
31, 2025 compared with the same period in 2024 primarily
due to the settlement of an SFSA fine in 2024, partially offset
by an increase relating to a change in classification of costs
related to the CAT described above.
We have pursued various strategic initiatives and completed
acquisitions and divestitures i n recent years, which have
resulted in expenses which would not have otherwise been
incurred. These expenses generally include integration costs,
as well as legal, due diligence and other third-party
transaction costs and vary based on the size and frequency of
the activities described above. For the years ended December
31, 2025 , and 2024, these costs included Adenza integration
costs and other strategic initiative costs. For the year ended
December 31, 2024, these costs were partially offset by
recognition of a termination fee due to Nasdaq in the second
quarter of 2024 related to the termination of the then
proposed divestiture of our Nordic power futures business.
For the year ended December 31, 2025 , these costs included
a repayment of this fee due to the sale of the Nordic power
futures business to another buyer, as designated in the
settlement agreement.
Restructuring charges decreased for the year ended
December 31, 2025 compared with the same period in 2024
primarily due to the completion of our divisional realignment
program in September 2024.
We further expanded our Adenza restructuring program in
the fourth quarter of 2024 following the achievement of our
initial targets. In connection with this program, we expect to
incur approximately $140 million in pre-tax charges. We
have incurred costs principally related to employee-related
costs, contract terminations, asset impairments and other
related costs and expect to incur additional costs in these
areas in an effort to accelerate efficiencies through location
strategy and enhanced AI capabilities. Actions taken as part
of this program were completed as of December 31, 2025 ,
while certain costs may be recognized in the first half of
2026. We have achieved benefits primarily in the form of
expense synergies with over $160 million net expense
synergies actioned through December 31, 2025 .
For further discussion related to both programs described
above, see Note 20, “Restructuring Charges,” to the
consolidated financial statements.

44

Non-Operating Income and Expenses
The following table presents our non-operating income and
expenses:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

Interest income

$ 39

$ 28

$ 115

37.5 %

(75.5) %

Interest expense

(367)

(414)

(284)

(11.4) %

45.6 %

Net interest
expense

(328)

(386)

(169)

(15.0) %

128.3 %

Net gain on
divestitures

86

—

—

100.0 %

— %

Other income
(loss)

(27)

21

(1)

(224.3) %

(5,232.5) %

Net income
(loss) from
unconsolidated
investees

83

16

(7)

414.8 %

(328.7) %

Total non-
operating
expense

$ (186)

$ (349)

$ (177)

(46.5) %

97.4 %

The following table presents our interest expense:

 

Year Ended December 31,

Percentage Change

 

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

 

(in millions)

 

Interest expense
on debt

$ 354

$ 398

$ 272

(11.2) %

46.3 %

Accretion of
debt issuance
costs and debt
discount

10

13

9

(17.9) %

33.9 %

Other fees

3

3

3

(16.1) %

18.7 %

Interest expense

$ 367

$ 414

$ 284

(11.4) %

45.6 %

Interest income increased for the year ended December 31,
2025 compared with the same period in 2024 primarily due
to a higher average cash balance.
Interest expense decreased for the year ended December 31,
2025 compared with the same period in 2024 primarily due
to lower outstanding debt following the repayment of our
2025 Notes and the partial repurchases of several series of
outstanding senior unsecured notes. See Note 9, “Debt
Obligations,” to the consolidated financial statements for
further discussion.
Net gains on divestitures for the year ended December 31,
2025 relates to the divestitures of our Solovis business, our
Nordic power futures business and our Nasdaq Risk
Modelling for Catastrophes business. See Note 4,
“Acquisition and Divestitures,” to the consolidated financial
statements for further discussion of these transactions.
Other income (loss) primarily represents realized and
unrealized gains a nd losses from strategic investments related
to our corporate venture program. See “Equity Securities,” of
Note 6, “Investments,” to the consolidated financial
statements for further discussion of these transactions.
Net income (loss) from unconsolidated investees increased
for the year ended December 31, 2025 compared with the
same period in 2024 due to higher income recognized from
our equity method investment in OCC driven by higher
industry volumes. See “Equity Method Investments,” of Note
6, “Investments,” to the consolidated financial statements for
further discussion.

Tax Matters
The following table presents our income tax provision and
effective tax rate:

Year Ended December 31,

Percentage Change

2025

2024

2023

2025 vs.
2024

2024 vs.
2023

(in millions)

Income tax
provision

$ 358

$ 334

$ 344

7.0 %

(2.8) %

Effective tax rate

16.7 %

23.1 %

24.6 %

For further discussion of our tax matters, see Note 17,
“Income Taxes,” to the consolidated financial statements.

NON-GAAP FINANCIAL MEASURES
In addition to disclosing results determined in accordance
with U.S. GAAP, we also provide non-GAAP net income
attributable to Nasdaq and non-GAAP diluted earnings per
share in this Annual Report on Form 10-K. Management uses
this non-GAAP information internally, along with U.S.
GAAP information, in evaluating our performance and in
making financial and operational decisions. We believe our
presentation of these measures provides investors with
greater transparency and supplemental data relating to our
financial condition and results of operations. In addition, we
believe the presentation of these measures is useful to
investors for period-to-period comparisons of our ongoing
operating performance.
These measures are not in accordance with, or an alternative
to, U.S. GAAP, and may be different from non-GAAP
measures used by other companies. In addition, other
companies, including companies in our industry, may
calculate such measures differently, which reduces their
usefulness as comparative measures. Investors should not
rely on any single financial measure when evaluating our
business. This non-GAAP information should be considered
as supplemental in nature and is not meant as a substitute for
our operating results in accordance with U.S. GAAP. We
recommend investors review the U.S. GAAP financial
measures included in this Annual Report on Form 10-K,
including our consolidated financial statements and the notes
thereto. When viewed in conjunction with our U.S. GAAP
results and the accompanying reconciliation, we believe these
non-GAAP measures provide greater transparency and a
more complete understanding of factors affecting our
business than U.S. GAAP measures alone.

45

We understand that analysts and investors regularly rely on
non-GAAP financial measures, such as non-GAAP net
income attributable to Nasdaq and non-GAAP diluted
earnings per share, to assess operating performance. We use
non-GAAP net income attributable to Nasdaq and non-
GAAP diluted earnings per share because they highlight
trends more clearly in our business that may not otherwise be
apparent when relying solely on U.S. GAAP financial
measures, since these measures eliminate from our results
specific financial items that have less bearing on our ongoing
operating performance.
The following table presents reconciliations between U.S.
GAAP net income attributable to Nasdaq and diluted
earnings per share and non-GAAP net income attributable to
Nasdaq and diluted earnings per share:

 

Year Ended December 31,

2025

2024

2023

(in millions, except per share
amounts)

U.S. GAAP net income
attributable to Nasdaq

$ 1,788

$ 1,117

$ 1,059

Non-GAAP adjustments:

Adenza purchase accounting
adjustment

—

34

—

Amortization expense of acquired
intangible assets

487

488

206

Merger and strategic initiatives
expense

60

35

148

Restructuring charges

42

116

80

Lease asset impairments

—

—

25

(Gain) loss on extinguishment of
debt

(18)

4

—

Net gain on divestitures

(86)

—

—

Net (income) loss from
unconsolidated investees

(83)

(16)

7

Legal and regulatory matters

6

20

12

Pension settlement charge

—

23

9

Other (gain) loss

40

(15)

21

Total non-GAAP adjustments

$ 448

$ 689

$ 508

Total non-GAAP tax adjustments

(113)

(168)

(134)

Other tax adjustments

(109)

(7)

—

Total non-GAAP adjustments,
net of tax

$ 226

$ 514

$ 374

Non-GAAP net income
attributable to Nasdaq

$ 2,014

$ 1,631

$ 1,433

U.S. GAAP effective tax rate

16.7 %

23.1 %

24.6 %

Total adjustments from non-
GAAP tax rate

5.7 %

0.7 %

0.4 %

Non-GAAP effective tax rate

22.4 %

23.8 %

25.0 %

Weighted-average common shares
outstanding for diluted earnings
per share

578.6

579.2

508.4

U.S. GAAP diluted earnings per
share

$ 3.09

$ 1.93

$ 2.08

Total adjustments from non-
GAAP net income

0.39

0.89

0.74

Non-GAAP diluted earnings per
share

$ 3.48

$ 2.82

$ 2.82

We believe that excluding the above items, described further
below, from the non-GAAP net income attributable to
Nasdaq provides a more meaningful analysis of Nasdaq’s
ongoing operating performance and comparisons in Nasdaq’s
performance between periods:
• Adenza purchase accounting adjustment: As discussed in
Note 3, “Revenue from Contracts with Customers,” to the
consolidated financial statements, during the third quarter
of 2024, as part of finalizing the purchase accounting of the
Adenza acquisition, a one-time net revenue reduction of
$32 million was recorded in our Financial Technology
segment, reflecting the net impact of the accounting change
on AxiomSL subscription revenue from the date of the
Adenza acquisition. For purposes of evaluating the
performance of our segments, we have excluded the
reduction of $34 million as this relates to the prior year
impact of this change. We have not excluded the offsetting
$2 million 2024 impact of this change.
• Amortization expense of acquired intangible assets: We
amortize intangible assets acquired in connection with
various acquisitions. Intangible asset amortization expense
can vary from period to period due to episodic acquisitions
completed, rather than from our ongoing business
operations. As such, if intangible asset amortization is
included in performance measures, it is more difficult to
assess the day-to-day operating performance of the
businesses and the relative operating performance of the
businesses between periods.
• Merger and strategic initiatives expense: We have pursued
various strategic initiatives and completed acquisitions and
divestitures in recent years that have resulted in expenses
which would not have otherwise been incurred. The
frequency and the amount of such expenses vary
significantly based on the size, timing and complexity of
the transactions. These expenses primarily include
integration costs, as well as legal, due diligence and other
third-party transaction costs.
◦ For the years ended December 31, 2025 , and December
31, 2024, these costs included Adenza integration costs
and other strategic initiative costs. For the year ended
December 31, 2024, these costs were partially offset by
the recognition of a termination fee received by Nasdaq
in 2024, related to the termination of the proposed
divestiture of our Nordic power futures business. For the
year ended December 31, 2025 , these costs included a
repayment of this fee due to the sale of the Nordic power
futures business to another buyer, as designated in the
settlement agreement.
• Restructuring charges: In the fourth quarter of 2023,
following the closing of the Adenza acquisition, our
management approved, committed to and initiated a
restructuring program, to optimize our efficiencies as a
combined organization. We further expanded this program
in the fourth quarter of 2024 following the achievement of
our initial targets. Actions taken as part of this program
were completed as of December 31, 2025 , while certain

46

costs may be recognized in the first half of 2026. In
addition, we completed our divisional realignment program
in September 2024. See Note 20, “Restructuring Charges,”
to the consolidated financial statements for further
discussion of these programs.
• Lease asset impairments: For the year ended December 31,
2023, this included impairment charges related to our
operating lease assets and leasehold improvements
associated with vacating certain leased office space, which
are recorded in occupancy and depreciation and
amortization expense in the Consolidated Statements of
Income.
• Gain/loss on extinguishment of debt: For the year ended
December 31, 2025 we recorded a gain on early
extinguishment of debt and for the year ended December
31, 2024 we recorded a loss on early extinguishment of
debt. These gains and losses were recorded under general,
administrative and other expense in the Consolidated
Statements of Income. See Note 9, “Debt Obligations,” to
the consolidated financial statements for further discussion.
• Net gain on divestitures: For the year ended December 31,
2025 , this includes net gains on divestitures of our Solovis
business , Nordic power futures business and our Nasdaq
Risk Modelling for Catastrophes business. These gains are
net of costs to sell. See Note 4, “Acquisition and
Divestitures,” to the consolidated financial statements for
further discussion of these transactions.
• Net (income) loss from unconsolidated investees : We
exclude our share of the earnings and losses of our equity
method investments. This provides a more meaningful
analysis of Nasdaq’s ongoing operating performance or
comparisons in Nasdaq’s performance between periods.
See “Equity Method Investments,” of Note 6,
“Investments,” to the consolidated financial statements for
further discussion.
• Legal and regulatory matters: For the year ended
December 31, 2025 , this includes accruals relating to
certain legal matters, which are recorded in professional
and contract services i n the Consolidated Statements of
Income. For the year ended December 31, 2024, this
primarily related to the settlement of an SFSA fine, and
accruals related to certain legal matters, which are recorded
in regulatory expense and professional and contract
services in the Consolidated Statements of Income.
• Pension settlement charge: For the years ended December
31, 2024 and 2023, we recorded a pre-tax charge as a result
of settling our U.S. pension plan. The plan was terminated
and partially settled in 2023, with final settlement
occurring during the first quarter of 2024. The pre-tax
charge is recorded in compensation and benefits expense in
the Consolidated Statements of Income.
• Other (gain) loss: For the years ended December 31, 2025
and 2024, other items primarily include net gains and
losses from strategic investments entered into through our
corporate venture program, which are included in other
income (loss) in our Consolidated Statements of Income.
• Total non-GAAP tax adjustments : The non-GAAP
adjustment to the income tax provision for all periods
primarily includes the tax impact of each non-GAAP
adjustment.
• Other tax adjustments: For the years ended December 31,
2025 and 2024, other tax adjustments reflect a tax benefit
related to payments made to certain former Adenza
employee s. For the year ended December 31, 2025 , this
also reflects tax benefits from the revaluation of deferred
tax liabilities to a lower blended state and local tax rate ,
revised state positions related to prior years, the release of
a prior year reserve following a favorable audit settlemen t
and a divestiture in 2025. For the year ended December 31,
2024 , other tax adjustments reflect a one-time net tax
expense of $33 million related to the completion of an
intra-group transfer of certain IP assets to our U.S.
headquarters as well as a tax benefit related to return to
provision adjustments and release of tax reserves due to
lapse in statute of limitations.

LIQUIDITY AND CAPITAL RESOURCES
Historically, we have funded our operating activities and met
our commitments through cash generated by operations,
augmented by the periodic issuance of debt. Currently, our
cost and availability of funding remain healthy. We continue
to prudently assess our capital deployment strategy through
balancing internal investments, debt repayments, and
shareholder return activity, including dividends and share
repurchases, and potential acquisitions.
We expect that our current cash and cash equivalents
combined with cash flows provided by operating activities,
supplemented with our borrowing capacity and access to
additional financing, including our revolving credit facility
and our commercial paper program, provides us additional
flexibility to meet our ongoing obligations and the capital
deployment strategic actions described above, while allowing
us to invest in activities and product development that
support the long-term growth of our operations.
Principal factors that could affect the availability of our
internally-generated funds include:
• deterioration of our revenues in any of our business
segments;
• changes in regulatory and working capital requirements;
and
• an increase in our expenses.
Principal factors that could affect our ability to obtain cash
from external sources include:
• operating covenants contained in our credit facilities that
limit our total borrowing capacity;

47

• credit rating downgrades, which could limit our access to
additional debt;
• a significant decrease in the market price of our common
stock; and
• volatility or disruption in the public debt and equity
markets.
The following table summarizes selected measures of our
liquidity and capital resources:

 

December 31, 2025

December 31, 2024

 

(in millions)

Working capital

$ 42

$ (116)

Cash and cash equivalents

604

592

Financial investments

28

184

Working Capital
The increase in working capital from December 31, 2024 to
December 31, 2025 , excluding default funds and margin
deposits, which are both equal and offsetting, is primarily due
to a decrease in current liabilities and an increase in current
assets.
Decreased current liabilities were primarily due to:
• a decrease in Section 31 fees payable due to a decrease in
the fee rate, partially offset by
• higher deferred revenue due to higher average billings,
• an increase in other current liabilities,
• an increase in accrued personnel costs , and
• an increase in short-term debt due to the reclassification of
2026 Notes, partially offset by the repayment of the 2025
Notes.
Increased current assets were primarily due to:
• higher restricted cash primarily due to the movement of
regulatory capital to shorter term investments qualifying as
cash equivalents,
• an increase in other current assets, and
• an increase in cash and cash equivalents; partially offset by
• lower financial investments at fair value offset in restricted
cash above, and
• decreased receivables, net due to timing of billings.
Cash and Cash Equivalents
Cash and cash equivalents includes all non-restricted cash in
banks and highly liquid investments with original maturities
of 90 days or less at the time of purchase. The balance
retained in cash and cash equivalents is a function of
anticipated or possible short-term cash needs, prevailing
interest rates, our investment policy, and alternative
investment choices. As of December 31, 2025 , our cash and
cash equivalents of $604 million were primarily invested in
money market funds, European government debt securities,
bank deposits and state-owned enterprises notes.
Repatriation of Cash
Our cash and cash equivalents held outside of the U.S. in
various foreign subsidiaries totaled $280 million as of
December 31, 2025 and $181 million as of December 31,
2024 . The remaining balance held in the U.S. totaled $324
million as of December 31, 2025 and $411 million as of
December 31, 2024 .
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents, which was $ 210 million
as of December 31, 2025 and $ 31 million as of December 31,
2024 , is restricted from withdrawal due to a contractual or
regulatory requirement or not available for general use and as
such is classified as restricted in the Consolidated Balance
Sheets. The increase in this balance as of December 31, 2025
is primarily due to more regulatory capital being invested in
shorter term investments, which are classified as cash
equivalents, and are included in restricted cash and cash
equivalents in the Consolidated Balance Sheets as of
December 31, 2025 . As of December 31, 2024 , we had more
regulatory capital being invested in longer term investments,
which were classified as financial investments in the
Consolidated Balance Sheets.
Cash Flow Analysis
The following table summarizes the changes in cash flows:

 

Year Ended December 31,

 

2025

2024

Net cash provided by (used in):

(in millions)

Operating activities

$ 2,255

$ 1,939

Investing activities

(1,100)

(953)

Financing activities

(2,953)

(2,561)

Net Cash Provided by Operating Activities
Net cash provided by operating activities primarily consists
of net income adjusted for certain non-cash items, including,
but not limited to, depreciation and amortization expense,
expense associated with share-based compensation, n et
income from unconsolidated investees, net gain on
divestitures and the effects of changes in working capital.
Refer to the above discussion regarding changes in working
capital.
Net cash provided by operating activities increased $316
million for the year ended December 31, 2025 compared with
the same period in 2024. The increase was primarily driven
by an increase in net income, partially offset by changes in
working capital, as discussed above, and a decrease in
adjustments to net income primarily driven by higher net
income from unconsolidated investees and net gain on
divestitures, partially offset by an increase in deferred income
tax expense .
Net Cash Used in Investing Activities
Net cash used in investing activities increased for the year
ended December 31, 2025 as compared to 2024 primarily
driven by increases in net purchases of investments related to
default funds and margin deposits of $373 million , purchases

48

of property and equipment of $59 million and other investing
activities of $46 million primarily related to our corporate
venture program, partially offset by proceeds from sales and
redemption of securities, net of $191 million , primarily due
to more regulatory capital being invested in shorter term
investments, which are classified as cash equivalents, and
proceeds from divestitures of $140 million . The movement in
our default funds and margin deposits has no impact on
Nasdaq's cash, cash equivalents, restricted cash or restricted
cash equivalents as it is held on behalf of our customers.
Net Cash Used in Financing Activities
Net cash used in financing activities increased for the year
ended December 31, 2025 as compared to 2024 primarily
driven by increases in repurchases of common stock of $471
million , an increase in dividends paid of $60 million and an
increase in the repayment of debt of $14 million , resulting
from our continued commitment toward deleveraging. These
increases were partially offset by a decrease in default funds
and margin deposits of $146 million which does not impact
Nasdaq's cash, cash equivalents, restricted cash or restricted
cash equivalents as it relates to customer funds.
See “Default Fund Contributions and Margin Deposits” of
Note 15, “Clearing Operations,” for further discussion of
these balances.
See Note 9, “Debt Obligations,” to the consolidated financial
statements for further discussion of our debt obligations.
See “Share Repurchase Program,” and “Cash Dividends on
Common Stock,” of Note 12, “Nasdaq Stockholders’
Equity,” to the consolidated financial statements for further
discussion of our share repurchase program and cash
dividends declared and paid on our common stock.
Financial Investments
Our financial investments totaled $28 million as of December
31, 2025 and $184 million as of December 31, 2024 . Of these
securities, $18 million as of December 31, 2025 and $171
million as of December 31, 2024 are assets primarily utilized
to meet regulatory capital requirements, mainly for our
clearing operations at Nasdaq Clearing. See Restricted Cash
and Cash Equivalents above and Note 6, “Investments,” to
the consolidated financial statements for further discussion.
Regulatory Capital Requirements
Clearing Operations Regulatory Capital Requirements
We are required to maintain minimum levels of regulatory
capital for the clearing operations of Nasdaq Clearing. The
level of regulatory capital required to be maintained is
dependent upon many factors, including market conditions
and creditworthiness of the counterparty. As of December 31,
2025 , our required regulatory capital of $158 million was
primarily comprised of cash and cash equivalents that are
included in restricted cash and cash equivalents in the
Consolidated Balance Sheets.
Broker-Dealer Net Capital Requirements
Our broker-dealer subsidiaries, Nasdaq Execution Services,
NFSTX, LLC, and Nasdaq Capital Markets Advisory, are
subject to regulatory requirements intended to ensure their
general financial soundness and liquidity. These requirements
obligate these subsidiaries to comply with minimum net
capital requirements. As of December 31, 2025 , the
combined required minimum net capital totaled $1 million
and the combined excess capital totaled $25 million ,
substantially all of which is held in cash and cash equivalents
in the Consolidated Balance Sheets. The required minimum
net capital is included in restricted cash and cash equivalents
in the Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital
Requirements
The entities that operate trading venues in the Nordic and
Baltic countries are each subject to local regulations and are
required to maintain regulatory capital intended to ensure
their general financial soundness and liquidity. As of
December 31, 2025 , our required regulatory capital of $47
million was primarily invested in cash and cash equivalents,
which is included in restricted cash and cash equivalents in
the Consolidated Balance Sheets and European government
debt securities that are included in financial investments in
the Consolidated Balance Sheets.
Other Capital Requirements
We operate several other businesses which are subject to
local regulation and are required to maintain certain levels of
regulatory capital. As of December 31, 2025 , other required
regulatory capital of $13 million, primarily related to Nasdaq
Central Securities Depository, was primarily invested in
European government debt securities that are included in
financial investments in the Consolidated Balance Sheets and
cash and cash equivalents, which is included in restricted
cash and cash equivalents in the Consolidated Balance
Sheets.
Equity and dividends
Share Repurchase Program
See “Share Repurchase Program,” of Note 12, “Nasdaq
Stockholders’ Equity,” to the consolidated financial
statements for further discussion of our share repurchase
program, including our ASR agreements.
Cash Dividends on Common Stock
The following table presents our quarterly cash dividends
paid per common share on our outstanding common stock:

2025

2024

First quarter

$ 0.24

$ 0.22

Second quarter

0.27

0.24

Third quarter

0.27

0.24

Fourth quarter

0.27

0.24

Total

$ 1.05

$ 0.94

See “Cash Dividends on Common Stock,” of Note 12,
“Nasdaq Stockholders’ Equity,” to the consolidated financial
statements for further discussion of the dividends.

49

Debt Obligations
Our outstanding debt obligations, by contractual maturity, at December 31, 2025 are as follows (in U.S. Dollar millions) :
n U.S. Notes  n Euro Notes  

During 2025, we paid $426 million , excluding accrued
interest, to repurchase an aggregate book value of $444
million of our 2026 Notes, 2028 Notes, 2034 Notes and 2052
Notes. We also repaid in full, at maturity, the 2025 Notes for
an aggregate of $400 million .
As of December 31, 2025 , the weighted average interest rate
on our debt obligations was approximately 3.7 % , and for the
year ended December 31, 2025 , the weighted average interest
rate on our debt obligations was approximately 3.81% . This
rate can fluctuate based on changes in foreign currency
exchange rates and changes in the amount and duration of
outstanding debt. See “foreign currency exchange rate risk”
below for further discussion on hedging associated with our
Euro Notes. In addition to the 2022 Revolving Credit
Facility, we also have other credit facilities primarily to
support our Nasdaq Clearing operations in Europe, as well as
to provide a cash pool credit line. These European credit
facilities, which are available in multiple currencies, totaled
$208 million as of December 31, 2025 and $174 million as of
December 31, 2024 in available liquidity, none of which was
utilized.
As of December 31, 2025 , we were in compliance with the
covenants of all of our debt obligations.
See Note 9, “Debt Obligations,” to the consolidated financial
statements for further discussion of our debt obligations.

CONTRACTUAL OBLIGATIONS AND CONTINGENT
COMMITMENTS
Nasdaq has contractual obligations to make future payments
under debt obligations by contract maturity, operating lease
payments, and other obligations. The following table
summarizes material cash requirements for known
contractual and other obligations as of December 31, 2025 ,
and the estimated timing thereof.

Payments Due by Period

(in millions)

Total

<1 year

1-3
years

3-5
years

5+ years

Debt obligation by
contractual maturity

$ 14,240

$ 760

$ 1,415

$ 1,952

$ 10,113

Operating lease
obligations

638

84

165

146

243

Purchase obligations

1,506

150

260

280

816

Total

$ 16,384

$ 994

$ 1,840

$ 2,378

$ 11,172

In the table above:
• Debt obligations by contractual maturity include both
principal and interest obligations. For our Euro Notes,
interest is calculated on an actual basis while all other debt
obligations were primarily calculated on a 365-day basis at
the contractual fixed rate multiplied by the aggregate
principal amount as of December 31, 2025 . See Note 9,
“Debt Obligations,” to the consolidated financial
statements for further discussion.

50

• Operating lease obligations represent our undiscounted
operating lease liabilities as of December 31, 2025 , as well
as legally binding minimum lease payments for leases
signed but not yet commenced . See Note 16, “Leases,” to
the consolidated financial statements for further discussion
of our leases.
• Purchase obligations primarily represent minimum
outstanding obligations due under software license
agreements. The balance as of December 31, 2025 is
primarily comprised of our multi-year Amazon Web
Services partnership contract, which we expanded and
extended in the first quarter of 2025. This contract will
benefit both our Financial Technology and Market Services
segments, including their modernization. The expansion of
this contract is not expected to increase our cloud expense
compared to our expectation over the short term or the life
of the contract, and preserves flexibility beyond our
forecast.

OFF-BALANCE SHEET ARRANGEMENTS
For discussion of off-balance sheet arrangements see:
• Note 15, “Clearing Operations,” to the consolidated
financial statements for further discussion of our non-cash
default fund contributions and margin deposits received for
clearing operations; and
• Note 18, “Commitments, Contingencies and Guarantees,”
to the consolidated financial statements for further
discussion of:
◦ Guarantees issued and credit facilities available;
◦ Other guarantees; and
◦ Routing brokerage activities.

QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
As a result of our operating, investing and financing
activities, we are exposed to market risks such as interest rate
risk and foreign currency exchange rate risk. We are also
exposed to credit risk as a result of our normal business
activities.
We have implemented policies and procedures to measure,
manage, monitor and report risk exposures, which are
reviewed regularly by management and the board of
directors. We identify risk exposures and monitor and
manage such risks on a daily basis.
We perform sensitivity analyses to determine the effects of
market risk exposures. We may use derivative instruments
solely to hedge financial risks related to our financial
positions or risks that are incurred during the normal course
of business. We do not use derivative instruments for
speculative purposes.
Interest Rate Risk
We are subject to the risk of fluctuating interest rates in the
normal course of business. Our exposure to market risk for
changes in interest rates relates primarily to our financial
investments and debt obligations, which are discussed below.
All of our outstanding debt obligations are fixed-rate
obligations. We may enter into transactions that expose us to
interest rate risk, for which we may utilize interest rate
derivatives agreements to manage that risk.
Financial Investments
As of December 31, 2025 , our investment portfolio was
primarily comprised of highly rated European government
debt securities, which pay a fixed rate of interest. These
securities are subject to interest rate risk and the fair value of
these securities will decrease if market interest rates increase.
The impact of an immediate increase to market interest rates,
uniformly, by a hypothetical 100 basis points from levels as
of December 31, 2025 , would not have a material impact on
our financial statement s.
Debt Obligations
As of December 31, 2025 , all of our outstanding debt
obligations are fixed-rate obligations. Interest rates on certain
tranches of notes are subject to adjustment to the extent our
debt rating is downgraded below investment grade, as further
discussed in Note 9, “Debt Obligations,” to the consolidated
financial statements. While changes in interest rates will have
no impact on the interest we pay on fixed-rate obligations, we
are exposed to changes in interest rates as a result of the
borrowings under our 2022 Revolving Credit Facility, as this
facility has a variable interest rate. We may also be exposed
to changes in interest rates if there are amounts outstanding
from the sale of commercial paper under our commercial
paper program, which have variable interest rates. As of
December 31, 2025 , there were no outstanding borrowings
under our 2022 Revolving Credit Facility or commercial
paper program .
Foreign Currency Exchange Rate Risk
We are subject to foreign currency exchange rate risk. Our
primary transactional exposure to foreign currency
denominated revenues less transaction-based expenses and
operating income for the years ended December 31, 2025 and
2024 is presented in the following tables. The tables below
do not include the offsetting impact of our hedging programs.

51

Euro

Swedish
Krona

Canadian
Dollar

Other
Foreign
Currencies

U.S.
Dollar

(in millions, except currency rate)

Year Ended December 31, 2025

Average FX
rate to the
U.S. dollar

1.128

0.102

0.716

# 

N/A

Percentage of
revenues less
transaction-
based
expenses

7.7%

3.3%

0.6%

3.5%

84.9%

Percentage of
operating
income

8.6%

(2.8)%

(6.4)%

(9.8)%

110.4%

Impact of a
10% adverse
currency
fluctuation on
revenues less
transaction-
based
expenses

$(40)

$(17)

$(3)

$(18)

$—

Impact of a
10% adverse
currency
fluctuation on
operating
income

$(20)

$(7)

$(15)

$(23)

$—

Euro

Swedish
Krona

Canadian
Dollar

Other
Foreign
Currencies

U.S.
Dollar

(in millions, except currency rate)

Year Ended December 31, 2024

Average FX
rate to the
U.S. dollar

1.082

0.095

0.730

# 

N/A

Percentage of
revenues less
transaction-
based
expenses

7.9%

3.4%

0.7%

3.7%

84.3%

Percentage of
operating
income

11.8%

(5.9)%

(7.8)%

(10.5)%

112.4%

Impact of a
10% adverse
currency
fluctuation on
revenues less
transaction-
based
expenses

$(37)

$(16)

$(3)

$(17)

$—

Impact of a
10% adverse
currency
fluctuation on
operating
income

$(21)

$(11)

$(14)

$(19)

$—

__________
# Represents multiple foreign currency rates.
N/A Not applicable.
The adverse impacts shown in the preceding tables should be
viewed individually by currency and not in aggregate, due to
the correlation between changes in exchange rates for certain
currencies.
We may use foreign exchange contracts to hedge a portion of
our forecasted foreign currency denominated revenues and
expenses in the normal course of business. We hedge these
cash flow exposures to reduce the risk that our earnings and
cash flows will be adversely affected by changes in exchange
rates. These foreign exchange contracts are carried at fair
value, with maturities that can range up to 18 months . We
record changes in fair value of these cash flow hedges of
foreign currency denominated revenue and expenses in
accumulated other comprehensive loss in the Consolidated
Balance Sheets, until the forecasted transaction occurs. When
the forecasted transaction affects earnings, or in the event the
underlying forecasted transaction does not occur, or it
becomes probable that it will not occur, we reclassify the
related gain or loss on the cash flow hedge to revenue or
operating expenses, as applicable. As of December 31, 2025 ,
the fair value of our derivatives designated as cash flow
hedging instruments are not material.
Our investments in foreign subsidiaries are exposed to
volatility in currency exchange rates through translation of
the foreign subsidiaries’ net assets or equity to U.S. dollars.
Substantially all of our foreign subsidiaries operate in
functional currencies other than the U.S. dollar. The financial
statements of these subsidiaries are translated into U.S.
dollars for consolidated reporting using a current rate of
exchange, with net gains or losses recorded in accumulated
other comprehensive loss in the Consolidated Balance Sheets.
Our primary exposure to net assets in foreign currencies as of
December 31, 2025 is presented in the following table:

 

Net Assets

Impact of a 10%
Adverse Currency
Fluctuation

 

(in millions)

Swedish Krona

$ 3,340

$ (334)

Norwegian Krone

141

(14)

Canadian Dollar

137

(14)

Australian Dollar

84

(8)

British Pound

78

(8)

In the table above, Swedish Krona i ncludes goodwill of
$2,488 million and intangible assets, net of $511 million .

52

Our Euro Notes have been designated as a hedge of our net
investment in certain foreign subsidiaries to mitigate the
foreign exchange risk associated with certain investments in
these subsidiaries. Accordingly, the remeasurement of these
notes is recorded in accumulated other comprehensive loss in
the Consolidated Balance Sheets. See Note 9, “Debt
Obligations,” to the consolidated financial statements. We
enter into foreign exchange contracts to hedge a portion of
our net investment in certain foreign subsidiaries. These
foreign exchange contracts are carried at fair value, with
maturities ranging up to eight years, and reported as either an
asset or liability depending on their position as of the balance
sheet date, and accumulated other comprehensive loss in the
Consolidated Balance Sheets. The accumulated gains and
losses associated with these instruments will remain in
accumulated other comprehensive loss until the foreign
subsidiaries are sold or substantially liquidated, at which
point they will be reclassified into earnings.
Credit Risk
Credit risk is the potential loss due to the default or
deterioration in credit quality of customers or counterparties.
We are exposed to credit risk from third parties, including
customers, counterparties and clearing agents. These parties
may default on their obligations to us due to bankruptcy, lack
of liquidity, operational failure or other reasons. We limit our
exposure to credit risk by evaluating the counterparties with
which we make investments and execute agreements. For our
investment portfolio, our objective is to invest in securities to
preserve principal while maximizing yields, without
significantly increasing risk. Credit risk associated with
investments is minimized substantially by ensuring that these
financial assets are placed with governments which have
investment grade ratings, well-capitalized financial
institutions and other creditworthy counterparties.
Our subsidiary, Nasdaq Execution Services, may be exposed
to credit risk due to the default of trading counterparties in
connection with the routing services it provides for our
trading customers. System trades in cash equities routed to
other market centers for members of our cash equity
exchanges are routed by Nasdaq Execution Services for
clearing to the NSCC. In this function, Nasdaq Execution
Services is to be neutral by the end of the trading day, but
may be exposed to intraday risk if a trade extends beyond the
trading day and into the next day, thereby leaving Nasdaq
Execution Services susceptible to counterparty risk in the
period between accepting the trade and routing it to the
clearinghouse. In this interim period, Nasdaq Execution
Services is not novating like a clearing broker but instead is
subject to the short-term risk of counterparty failure before
the clearinghouse enters the transaction. Once the
clearinghouse officially accepts the trade for novation,
Nasdaq Execution Services is legally removed from trade
execution risk. However, Nasdaq has membership
obligations to NSCC independent of Nasdaq Execution
Services’ arrangements.
Pursuant to the rules of the NSCC and Nasdaq Execution
Services’ clearing agreement, Nasdaq Execution Services is
liable for any losses incurred due to a counterparty or a
clearing agent’s failure to satisfy its contractual obligations,
either by making payment or delivering securities. Adverse
movements in the prices of securities that are subject to these
transactions can increase our credit risk. However, we believe
that the risk of material loss is limited, as Nasdaq Execution
Services’ customers are not permitted to trade on margin and
NSCC rules limit counterparty risk on self-cleared
transactions by establishing credit limits and capital deposit
requirements for all brokers that clear with NSCC.
Historically, Nasdaq Execution Services has never incurred a
liability due to a customer’s failure to satisfy its contractual
obligations as counterparty to a system trade. Credit
difficulties or insolvency, or the perceived possibility of
credit difficulties or insolvency, of one or more larger or
visible market participants could also result in market-wide
credit difficulties or other market disruptions.
We have credit risk related to transaction and subscription-
based revenues that are billed to customers on a monthly or
quarterly basis, in arrears. Our potential exposure to credit
losses on these transactions is represented by the receivable
balances in the Consolidated Balance Sheets. We review and
evaluate changes in the status of our counterparties’
creditworthiness. Credit losses such as those described above
could adversely affect our consolidated financial position and
results of operations.
We also are exposed to credit risk through our clearing
operations with Nasdaq Clearing. See Note 15, “Clearing
Operations,” to the consolidated financial statements for
further discussion. Our clearinghouse holds material amounts
of clearing member cash deposits, which are held or invested
primarily to provide security of capital while minimizing
credit, market and liquidity risks. While we seek to achieve a
reasonable rate of return, we are primarily concerned with
preservation of capital and managing the risks associated
with these deposits. As the clearinghouse may remit to the
members interest earned at prevailing market rates, less a
spread, this could include negative or reduced yield due to
market conditions. The following is a summary of the risks
associated with these deposits and how these risks are
mitigated.
• Credit Risk: When the clearinghouse has the ability to hold
cash collateral at a central bank, the clearinghouse utilizes
its access to the central bank system to minimize credit risk
exposures. When funds are not held at a central bank, we
seek to substantially mitigate credit risk by ensuring that
investments are primarily placed in large, highly rated
financial institutions, highly rated government debt
instruments and other creditworthy counterparties.

53

• Liquidity Risk: Liquidity risk is the risk a clearinghouse
may not be able to meet its payment obligations in the right
currency, in the right place and the right time. To mitigate
this risk, the clearinghouse monitors liquidity requirements
closely and maintains funds and assets in a manner which
minimizes the risk of loss or delay in the access by the
clearinghouse to such funds and assets. For example,
holding funds with a central bank where possible or
investing in highly liquid government debt instruments
serves to reduce liquidity risks.
• Interest Rate Risk: Interest rate risk is the risk that interest
rates rise causing the value of purchased securities to
decline. If we were required to sell securities prior to
maturity, and interest rates had risen, the sale of the
securities might be made at a loss relative to the latest
market price. Our clearinghouse seeks to manage this risk
by making short-term investments of members’ cash
deposits. In addition, the clearinghouse investment
guidelines allow for direct purchases or repurchase
agreements with short dated maturities of high quality
sovereign debt (for example, European government and
U.S. Treasury securities), central bank certificates and
multilateral development bank debt instruments.
• Security Issuer Risk: Security issuer risk is the risk that an
issuer of a security defaults on its payment when the
security matures. This risk is mitigated by limiting
allowable investments and collateral under reverse
repurchase agreements to high quality sovereign,
government agency or multilateral development bank debt
instruments.

CRITICAL ACCOUNTING POLICIES AND
ESTIMATES 
The preparation of financial statements and related
disclosures in conformity with U.S. GAAP requires
management to make judgments, assumptions, and estimates
that affect the amounts reported in the consolidated financial
statements and accompanying notes. Note 2, “Summary of
Significant Accounting Policies,” to the consolidated
financial statements describes the significant accounting
policies and methods used in the preparation of the
consolidated financial statements. The accounting policies
described below are significantly affected by critical
accounting estimates. Such accounting policies require
significant judgments, assumptions, and estimates used in the
preparation of the consolidated financial statements, and
actual results could differ materially from the amounts
reported based on these policies .
Revenue Recognition
As part of our on-premises offerings for our AxiomSL,
market technology, and Calypso solutions within our
Financial Technology segment, we enter into long-term
contracts with our customers that contain multiple
performance obligations. These contracts often include
combinations of software licenses, professional services,
PCS, and other services. We allocate the total contract value
to each performance obligation based on relative standalone
selling prices, or SSP. When observable prices are not
available such as, when a product or service is not sold
separately, we estimate SSP using an expected cost-plus-
margin approach. In certain cases, we apply a residual
approach, allocating the remaining transaction price to
undetermined obligations after assigning amounts to those
with observable SSPs.
For AxiomSL on-premises contracts, we account for the
software license and PCS as a single performance obligation.
This is due to the frequent and mandatory regulatory updates
that are integral to the utility of the software. As such,
revenue is recognized ratably over the contract term,
reflecting the continuous transfer of value to the customer.
As part of our on-premises market technology offering, the
performance obligations within our contracts to develop
customized technology solutions generally consist of a
software license and installation service (professional
services), which together form a single distinct performance
obligation, as well as PCS. We have determined that the
software license and installation service are not distinct as the
license and the customized installation service are inputs to
produce the combined output, a functional and integrated
software system. R evenue for this combined performance
obligation is generally recognized over time using costs
incurred to date relative to total estimated costs at completion
to measure progress toward satisfying our performance
obligation. We recognize revenue over time as our customer
controls the asset for which we are creating, our performance
does not create an asset with alternative use, and we have a
right to payment for performance completed to date. We must
estimate total contract costs, which are influenced by factors
such as technical complexity, delivery schedules, and
productivity. These estimates are reviewed and updated at
least quarterly. Any changes in assumptions or estimates are
recognized in the period in which they occur and may
materially impact the timing and amount of revenue and
profit recognized. PCS revenue is recognized ratably over the
support period, reflecting the continuous transfer of services.
Our Calypso on-premises offering typically includes two
distinct performance obligations: a software license and PCS.
Li cense revenue is recognized upfront at the point in time
when the software is made available to the customer as this is
when the customer obtains control and can derive
substantially all benefits from the license. PCS revenue is
recognized over time on a ratable basis over the contract
period beginning on the date that our service is made
available to the customer since the customer receives and
consumes the benefit as Nasdaq provides the service.
Accounting for these contracts requires significant judgment
across several areas. This includes identifying distinct
performance obligations within complex, multi-element
arrangements and determining the SSP for each obligation,
especially when observable pricing is not available. We also
exercise judgment in allocating the transaction price to each
performance obligation based on relative SSP, and in

54

selecting the appropriate method to measure progress toward
satisfaction of those obligations, such as the input method for
long-term implementation services. If estimated total contract
costs exceed total revenues, we record a provision for the full
expected loss in the period the loss is identified.
Due to the significance of judgment in the estimation process,
as discussed above, changes in assumptions and estimates
may adversely or positively affect financial performance in
future periods.
For further discussion related to recognition of these
revenues, see “Revenue From Contracts with Customers -
Revenue Recognition,” of Note 2, “Summary of Significant
Accounting Policies,” to the consolidated financial
statements.
Goodwill, Indefinite-Lived Intangible Assets and Related
Impairment Testing
Assets acquired and liabilities assumed in connection with
our acquisitions are recorded at their estimated fair values.
Goodwill represents the excess of purchase price over the
e stimated fair value assigned to the net assets, including
identifiable intangible assets, of a business acquired.
Goodwill is allocated to our reporting units based on the
assignment of the fair values of each reporting unit of the
acquired company. We recognize specifically identifiable
intangibles, such as customer relationships, technology,
exchange and clearing registrations, trade names and licenses
when a specific right or contract is acquired. Goodwill and
intangible assets deemed to have indefinite useful lives,
primarily exchange and clearing registrations, are not
amortized but instead are tested for impairment at least
annually as of October 1 and more frequently whenever
events or changes in circumstances indicate that the fair value
of the asset may be less than its carrying amount, such as
changes in the business climate, poor indicators of operating
performance or the sale or disposition of a significant portion
of a reporting unit. We perform our goodwill impairment test
at the reporting unit level for our three reporting units:
Capital Access Platforms, Financial Technology and Market
Services segments .
When testing goodwill and indefinite-lived intangible assets
for impairment, we have the option of first performing a
qualitative assessment to determine whether it is more likely
than not that the fair value of a reporting unit or indefinite-
lived intangible asset is less than their respective carrying
amounts as the basis to determine if it is necessary to perform
a quantitative impairment test. If we choose not to complete a
qualitative assessment, or if the initial assessment indicates
that it is more likely than not that the carrying amount of a
reporting unit or the carrying amount of an indefinite-lived
intangible asset exceeds their respective estimated fair values,
a quantitative test is required. Our decision to perform a
qualitative impairment assessment in a given year is
influenced by a number of factors, including but not limited
to, the size of the reporting unit’s goodwill, the significance
of the excess of the reporting unit’s estimated fair value or
the indefinite-lived intangible asset’s fair value over their
respective carrying amounts at the last quantitative
assessment date, and the amount of time in between
quantitative fair value assessments.
In performing a quantitative impairment test, we compare the
fair value of each reporting unit and indefinite-lived
intangible asset with their respective carrying amounts. The
fair value of each reporting unit is estimated using a
combination of a discounted cash flow valuation, which
incorporates assumptions regarding future growth rates,
terminal values, and discount rates, as well as guideline
public company valuations, which incorporates relevant
trading multiples of comparable companies and other factors.
The estimates and assumptions used consider historical
performance and are consistent with the assumptions used in
determining future profit plans for each reporting unit, which
are approved by our board of directors. The fair value of
indefinite-lived intangible assets is primarily determined on
the basis of estimated discounted value, using the Greenfield
Approach for exchange and clearing registrations and
licenses, and the relief from royalty approach or excess
earnings approach for trade names, both of which incorporate
assumptions regarding future revenue projections and
discount rates. If the carrying amounts of the reporting unit or
the indefinite-lived intangible asset exceed their respective
fair values, an impairment charge is recognized in an amount
equal to the difference, limited to the total amount of
goodwill allocated to that reporting unit or the total carrying
value of the indefinite-lived intangible asset.
The following table presents the carrying value of goodwill
for our reportable segments at the time of our 2025 annual
impairment test:

 

October 1, 2025

(in millions)

Capital Access Platforms

$ 4,282

Financial Technology

7,947

Market Services

2,107

 

$ 14,336

In 2025, we performed a qualitative impairment test for
goodwill on all reporting units and indefinite-lived intangible
assets, as the excesses of their fair values over their
respective carrying amounts, at the time of the last
quantitative test in 2023, were significant. In conducting the
qualitative assessment, we evaluated the performance of each
of these reporting units and indefinite-lived intangible assets
since the last quantitative test, as well as future financial
projections to determine if there were any changes in the key
inputs used to determine their respective fair values. We also
considered the qualitative factors in FASB ASC Topic 350,
“Intangibles–Goodwill and Other,” as well as other relevant
events and circumstances. Based on the results of the
qualitative assessment for each reporting unit and indefinite-
lived intangible asset, and the predominance of positive
indicators and the weight of such indicators, we concluded
that the fair values of our reporting units and indefinite-lived
intangible assets are more likely than not greater than their
respective carrying amounts and as a result, quantitative
analyses were not needed. No impairment of goodwill or
indefinite-lived intangible assets was recorded in 2025, 2024
and 2023.

55

Although we believe our estimates of fair value are
reasonable, the determination of certain valuation inputs is
subject to management’s judgment. Changes in these inputs
could materially affect the results of our impairment review.
If our forecasts of cash flows or other key inputs are
negatively revised in the future, the estimated fair value of
each reporting unit and of our indefinite-lived intangible
assets would be adversely impacted, potentially leading to an
impairment in the future that could materially affect our
operating results.
Subsequent to our annual impairment test, no indications of
impairment were identified.
Other Long-Lived Assets and Related Impairment
We review our other long-lived assets, such as finite-lived
intangible assets, property and equipment, and operating
lease assets for potential impairment when there is evidence
that events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The
carrying amount of an asset is not recoverable if it exceeds
the sum of the undiscounted cash flows expected to result
from the use and eventual disposition of the asset. If the
carrying amount of the long-lived asset is not recoverable, we
would measure the impairment loss as the amount by which
the carrying amount of the asset exceeds its fair value and is
recorded as a reduction in the carrying amount of the related
asset and a charge to operating results. The fair value of
finite-lived intangible assets, property and equipment and
operating lease assets is based on various valuation
techniques, such as discounted cash flow analysis .
There were no material finite-lived intangible assets
impairment charges in 2025, 2024 and 2023.
There were no material non-cash property and equipment
asset impairment charges in 2025. We recorded pre-tax, non-
cash property and equipment asset impairment charges,
primarily in relation to our restructuring programs of
$37 million in 2024 and $12 million in 2023. See Note 20,
“Restructuring Charges,” to the consolidated financial
statements for a discussion of these plans.
There were no material operating lease assets impairments in
2025 and 2024. As a result of the review of our real estate
and facility capacity requirements, for the year ended
December 31, 2023, we recorded impairment charges of
$23 million , of which $18 million related to operating lease
asset impairment. See Note 16, “Leases,” for further
discussion.
No material impairments were recorded to reduce the
carrying value of our other long-lived assets during 2025,
2024 or 2023.
Income Taxes
Estimates and judgments are required in the calculation of
certain tax liabilities and in the determination of the
recoverability of certain deferred tax assets, which arise from
net operating loss carryforwards, tax credit carryforwards and
temporary differences between the tax and financial
statement recognition of revenues and expenses. Our deferred
tax assets are reduced by a valuation allowance if it is more
likely than not that some portion or all of the recorded
deferred tax assets will not be realized in future periods.
Management is required to determine whether a tax position
is more likely than not to be sustained upon examination,
including resolution of any related appeals or litigation
processes, based on the technical merits of the position. Once
it is determined that a position meets the recognition
thresholds, the position is measured to determine the amount
of benefit to be recognized in the consolidated financial
statements.
In assessing the need for a valuation allowance, we consider
all available evidence including past operating results, the
existence of cumulative losses in the most recent fiscal years,
estimates of future taxable income and the feasibility of tax
planning strategies. In the event that we change our
determination as to the amount of deferred tax assets that can
be realized, we will adjust our valuation allowance with a
corresponding impact to the provision for income taxes in the
period in which such determination is made.
In addition, the calculation of our tax liabilities involves
uncertainties in the application of tax regulations in the U.S.
and other tax jurisdictions. We recognize potential liabilities
for anticipated tax audit issues in such jurisdictions based on
our estimate of whether, and the extent to which, additional
taxes and interest may be due. While we believe that our tax
liabilities reflect the probable outcome of identified tax
uncertainties, it is reasonably possible that the ultimate
resolution of any tax matter may be greater or less than the
amount accrued. If events occur and the payment of these
amounts ultimately proves unnecessary, the reversal of the
liabilities would result in tax benefits being recognized in the
period when we determine the liabilities are no longer
necessary. If our estimate of tax liabilities proves to be less
than the ultimate assessment, a further charge to expense
would result.

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk
Information about quantitative and qualitative disclosures
about market risk is incorporated herein by reference from
“Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations - Quantitative and
Qualitative Disclosures About Market Risk.”

Item 8. Financial Statements and Supplementary Data
Nasdaq’s consolidated financial statements, including
Consolidated Balance Sheets as of December 31, 2025 and
2024, Consolidated Statements of Income for the years ended
December 31, 2025 , 2024 and 2023, Consolidated Statements
of Comprehensive Income for the years ended December 31,
2025 , 2024 and 2023, Consolidated Statements of Changes in
Stockholders’ Equity for the years ended December 31, 2025 ,
2024 and 2023, Consolidated Statements of Cash Flows for
the years ended December 31, 2025 , 2024 and 2023 and
notes to our consolidated financial statements, together with a

56

report thereon of Ernst & Young LLP, dated February 12,
2026 , are attached hereto as pages F-1 through F-44 and
incorporated by reference herein.

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Nasdaq’s management, with the participation of Nasdaq’s
Chief Executive Officer, and Executive Vice President and
Chief Financial Officer, has evaluated the effectiveness of
Nasdaq’s disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)
as of the end of the period covered by this report. Based upon
that evaluation, Nasdaq’s Chief Executive Officer and
Executive Vice President and Chief Financial Officer, have
concluded that, as of the end of such period, Nasdaq’s
disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in Nasdaq’s internal control over
financial reporting (as defined in Rule 13a-15(f) and Rule
15d-15(f) under the Exchange Act) that occurred during the
quarter ended December 31, 2025 that have materially
affected, or are reasonably likely to materially affect,
Nasdaq’s internal control over financial reporting.

Management’s Report on Internal Control Over
Financial Reporting
Management is responsible for the preparation and integrity
of the consolidated financial statements appearing in the
reports that we file with the SEC. The consolidated financial
statements were prepared in conformity with U.S. generally
accepted accounting principles and include amounts based on
management’s estimates and judgments.
Management is also responsible for establishing and
maintaining adequate internal control over Nasdaq’s financial
reporting. Although there are inherent limitations in the
effectiveness of any system of internal control over financial
reporting, or ICFR, we maintain a system of internal control
that is designed to provide reasonable assurance as to the fair
and reliable preparation and presentation of the consolidated
financial statements, as well as to safeguard assets from
unauthorized use or disposition that could have a material
effect on the financial statements.
Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2025 ,
based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) (2013
framework). This evaluation included review of the
documentation of controls, evaluation of the design
effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this evaluation.
Based on its assessment, our management believes that, as of
December 31, 2025 , our internal control over financial
reporting is effective.
Ernst & Young LLP, an independent registered public
accounting firm, has issued an attestation report on Nasdaq’s
internal control over financial reporting, which is included
herein.

57

Report of Independent Registered Public Accounting
Firm
To the Stockholders and the Board of Directors of Nasdaq,
Inc.
Opinion on Internal Control over Financial Reporting
We have audited Nasdaq, Inc.’s internal control over
financial reporting as of December 31, 2025, based on
criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013
framework) (the COSO criteria). In our opinion, Nasdaq, Inc.
(the Company) maintained, in all material respects, effective
internal control over financial reporting as of December 31,
2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the
Company as of December 31, 2025 and 2024, the related
consolidated statements of income, comprehensive income,
changes in stockholders’ equity and cash flows for each of
the three years in the period ended December 31, 2025, and
the related notes and our report dated February 12, 2026
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over
financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial
Reporting . Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on
our audit. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of
the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over
Financial Reporting
A company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 12, 2026

58

Item 9B. Other Information
During the three months ended December 31, 2025 , none of
the Company’s directors or officers adopted , terminated or
modified a “Rule 10b5-1 trading arrangement” or “non-Rule
10b5-1 trading arrangement” (as such terms are defined in
Item 408 o f Regulation S-K) .

Item 9C. Disclosure Regarding Foreign Jurisdictions that
Prevent Inspections
Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate
Governance
Information about Nasdaq’s directors, as required by
Item 401 of Regulation S-K, is incorporated by reference, if
applicable, from the discussion under the caption “Our Board
- Director Nominees” in Nasdaq’s Proxy Statement.
Information about Nasdaq’s executive officers, as required
by Item 401 of Regulation S - K, is incorporated by reference
from the discussion under the caption “Executive Officers” in
the Proxy Statement. Information about Section 16 reports, as
required by Item 405 of Regulation S-K, is incorporated by
reference from the discussion under the caption “Other Items
- Delinquent Section 16(a) Reports” in the Proxy Statement.
Information about Nasdaq’s code of ethics, as required by
Item 406 of Regulation S - K, is incorporated by reference
from the discussion under the caption "Governance - Ethics
and Compliance" in the Proxy Statement. Information about
Nasdaq’s nomination procedures, Audit & Risk Committee
and Audit & Risk Committee financial experts, as required
by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-
K, is incorporated by reference from the discussions under
the headings “Our Board - Director Nominees” and “Our
Board - Board Committees” in the Proxy Statement.
Nasdaq has an insider trading policy governing the purchase,
sale and other dispositions of Nasdaq’s securities that applies
to all Nasdaq personnel, including directors, officers,
employees, and other covered persons, as well as Nasdaq
itself. Nasdaq also follows procedures for the repurchase of
its securities. Nasdaq believes that its insider trading policy is
reasonably designed to promote compliance with insider
trading laws, rules and regulations, as well as applicable
listing standards. A copy of Nasdaq’s insider trading policy is
filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Item 11. Executive Compensation
Information about Nasdaq’s director and executive
compensation, as required by Items 402, 407(e)(4) and
407(e)(5) of Regulation S-K, is incorporated by reference
from the discussions under the headings “Our Board -
Director Compensation” and “Executive
Compensation” (except under “Pay versus Performance”) in
the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder
Matters
Information about security ownership of certain beneficial
owners and management, as required by Item 403 of
Regulation S-K, is incorporated by reference from the
discussion under the heading “Other Items - Security
Ownership of Certain Beneficial Owners and Management”
in the Proxy Statement.

Equity Compensation Plan and ESPP Information
Nasdaq’s Equity Plan provides for the issuance of our equity
securities to all employees and directors as part of their
compensation plan.
In addition, in jurisdictions where participation in the ESPP
is permitted, all our employees are eligible. Employees may
purchase shares of our common stock at a 15% discount to
the lesser of the closing price of our common stock on (i) the
first trading day of the offering period or (ii) the last trading
day of the offering period. Offering periods under the ESPP
are nine months in duration. As of December 31, 2025 , all
our employees are eligible to participate.
The Equity Plan and the ESPP have been previously
approved by our stockholders. The following table sets forth
information regarding outstanding options and shares
reserved for future issuance under all of Nasdaq’s
compensation plans as of December 31, 2025 .

Plan Category

Number of 
shares
to be issued
upon exercise
of outstanding 
options,
warrants 
and rights(a)

Weighted-
average
exercise price
of
outstanding 
options,
warrants and 
rights(b)

Number of 
shares
remaining 
available
for future
issuance under
equity
compensation 
plans (excluding
shares
reflected in 
column(a))(c)

Equity
compensation
plans approved
by stockholders

1,420,323

$ 41.79

31,636,261

Equity
compensation
plans not
approved by
stockholders

—

—

—

Total

1,420,323

$ 41.79

31,636,261

In the table above:
• As of December 31, 2025 , we also had 6,298,594 shares to
be issued upon vesting of outstanding restricted stock and
PSUs.
• The number of shares remaining available for future
issuance under equity compensation plans (excluding
shares reflected in column (a) includes 21,559,043 shares
of common stock that may be awarded pursuant to the
Equity Plan and (b) 10,077,218 shares of common stock
that may be issued pursuant to the ESPP.

59

Item 13. Certain Relationships and Related Transactions,
and Director Independence
Information about certain relationships and related
transactions, as required by Item 404 of Regulation S-K, is
incorporated herein by reference from the discussion under
the heading “Other Items - Certain Relationships and Related
Transactions” in the Proxy Statement. Information about
director independence, as required by Item 407(a) of
Regulation S-K, is incorporated herein by reference from the
discussion under the heading “Our Board - Director
Nominees” in the Proxy Statement.

Item 14. Principal Accountant Fees and Services
Information about principal accountant fees and services, as
required by Item 9(e) of Schedule 14A, is incorporated herein
by reference from the discussion under the heading “Annual
Evaluation and 2026 Selection of the Independent Auditors”
in the Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See “Index to Consolidated Financial Statements.”
(a)(2) Financial Statement Schedules
All schedules are omitted because they are not applicable or
the required information is included in the consolidated
financial statements or notes.
(a)(3) Exhibits

Exhibit
Number

 

2.1

Share Purchase Agreement, dated as of
November 18, 2020, by and among Osprey
Acquisition Corporation, a wholly owned
subsidiary of Nasdaq, Verafin Holdings Inc.,
certain shareholders of Verafin (the “Sellers”),
and Shareholder Representative Services LLC,
solely in its capacity as the representative of the
Sellers ( incorporated herein by reference to
Exhibit 2.2 to the Annual Report on Form 10-K
for the year ended December 31, 2020 filed on
February 23, 2021) .†

2.2

Amendment to Share Purchase Agreement,
dated as of February 11, 2021, by and among
Osprey Acquisition Corporation, a wholly
owned subsidiary of Nasdaq, Verafin Holdings
Inc., certain shareholders of Verafin (the
“Sellers”), and Shareholder Representative
Services LLC, solely in its capacity as the
representative of the Sellers ( incorporated herein
by reference to Exhibit 2.3 to the Annual Report
on Form 10-K for the year ended December 31,
2020 filed on February 23, 2021).

2.3

Agreement and Plan of Merger, dated as of June
10, 2023, by and among Nasdaq, Inc., Argus
Merger Sub 1, Inc., Argus Merger Sub 2, LLC,
Adenza Holdings, Inc. and Adenza Parent, LP.
(incorporated herein by reference to Exhibit 2.1
to the Current Report on Form 8-K filed on June
12, 2023).†

3.1

Amended and Restated Certificate of
Incorporation of Nasdaq (incorporated herein by
reference to Exhibit 3.1 to the Current Report on
Form 8-K filed on January 28, 2014).

3.1.1

Certificate of Elimination of Nasdaq’s Series A
Convertible Preferred Stock (incorporated
herein by reference to Exhibit 3.1.1 to the
Current Report on Form 8-K filed on January
28, 2014).

3.1.2

Certificate of Amendment of Nasdaq’s
Amended and Restated Certificate of
Incorporation (incorporated herein by reference
to Exhibit 3.1 to the Current Report on Form 8-
K filed on November 19, 2014).

3.1.3

Certificate of Amendment of Nasdaq’s
Amended and Restated Certificate of
Incorporation (incorporated herein by reference
to Exhibit 3.1 to the Current Report on Form 8-
K filed on September 8, 2015).

3.1.4

Certificate of Amendment of Nasdaq’s
Amended and Restated Certificate of
Incorporation (incorporated herein by reference
to Exhibit 3.1 to the Current Report on Form 8-
K filed on July 20, 2022).

3.1.5

Certificate of Amendment of Nasdaq’s
Amended and Restated Certificate of
Incorporation (incorporated herein by reference
to Exhibit 3.1 to the Current Report on Form 8-
K filed on January 16, 2026).

3.2

Nasdaq’s Amended and Restated By-Laws
(incorporated herein by reference to Exhibit 3.2
to the Current Report on Form 8-K filed on
January 16, 2026).

4.1

Form of Common Stock certificate
(incorporated herein by reference to Exhibit 4.1
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 2015 filed on
November 4, 2015).

4.2

Stockholders’ Agreement, dated as of February
27, 2008, between Nasdaq, Inc. (f/k/a The
NASDAQ OMX Group, Inc.) and Borse Dubai
Limited (incorporated herein by reference to
Exhibit 10.2 to the Current Report on Form 8-K
filed on March 3, 2008).

4.2.1

First Amendment to Stockholders’ Agreement,
dated as of February 19, 2009, between Nasdaq,
Inc. (f/k/a The NASDAQ OMX Group, Inc.)
and Borse Dubai Limited (incorporated herein
by reference to Exhibit 4.10.1 to the Annual
Report on Form 10-K for the year ended
December 31, 2008 filed on February 27, 2009).

60

4.2.2

Second Amendment to Nasdaq Stockholders’
Agreement, dated as of March 19, 2024, by and
between Nasdaq, Inc. and Borse Dubai Limited
(incorporated herein by reference to Exhibit 4.1
to the Current Report on Form 8-K filed on
March 20, 2024).

4.3

Registration Rights Agreement, dated as of
February 27, 2008, among Nasdaq, Inc. (f/k/a
The NASDAQ OMX Group, Inc.), Borse Dubai
Limited and Borse Dubai Nasdaq Share Trust
(incorporated herein by reference to Exhibit 10.3
to the Current Report on Form 8-K filed on
March 3, 2008).

4.3.1

First Amendment to Registration Rights
Agreement, dated as of February 19, 2009,
among Nasdaq, Inc. (f/k/a The NASDAQ OMX
Group, Inc.), Borse Dubai Limited and Borse
Dubai Nasdaq Share Trust (incorporated herein
by reference to Exhibit 4.11.1 to the Annual
Report on Form 10-K for the year ended
December 31, 2008 filed on February 27, 2009).

4.4

Stockholders’ Agreement, dated as of
December 16, 2010, between Nasdaq, Inc. (f/k/a
The NASDAQ OMX Group, Inc.) and Investor
AB (incorporated herein by reference to Exhibit
4.12 to the Annual Report on Form 10-K for the
year ended December 31, 2010 filed on
February 24, 2011).

4.4.1

First Amendment to Nasdaq Stockholders’
Agreement, dated as of December 14, 2022,
between Nasdaq, Inc. and Investor AB
(incorporated herein by reference to Exhibit 4.1
to the Current Report on Form 8-K filed on
December 16, 2022).

4.5

Stockholders’ Agreement, dated as of November
1, 2023, by and among Nasdaq, Inc., Adenza
Parent, LP and Thoma Bravo, L.P. (incorporated
herein by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed on November 3,
2023).

4.6

Registration Rights Agreement, dated as of
November 1, 2023, by and among Nasdaq, Inc.
and Adenza Parent, LP. (incorporated herein by
reference to Exhibit 4.2 to the Current Report on
Form 8-K filed on November 3, 2023).

4.7

Indenture, dated as of June 7, 2013, between
Nasdaq, Inc. (f/k/a The NASDAQ OMX Group,
Inc.) and Wells Fargo Bank, National
Association, as Trustee (incorporated herein by
reference to Exhibit 4.1 to the Current Report on
Form 8-K filed on June 10, 2013).

4.7.1

Fourth Supplemental Indenture, dated as of June
7, 2016, among Nasdaq, Inc. and Wells Fargo
Bank, National Association, as Trustee
(incorporated herein by reference to Exhibit 4.1
to the Current Report on Form 8-K filed on June
7, 2016).

4.8

Sixth Supplemental Indenture, dated as of April
1, 2019, among Nasdaq, Inc., Wells Fargo Bank,
National Association, as Trustee, and HSBC
Bank USA, National Association, as paying
agent and as registrar and transfer agent
(incorporated herein by reference to Exhibit 4.2
to the Form 8-A filed on April 1, 2019).

4.9

Seventh Supplemental Indenture, dated February
13, 2020, among Nasdaq, Inc., Wells Fargo
Bank, National Association, as Trustee, and
HSBC Bank USA, National Association, as
paying agent and as registrar and transfer agent
(incorporated herein by reference to Exhibit 4.2
to the Company’s Form 8-A filed on February
13, 2020).

4.10