FULLTEXT DEL 3 AV 4

10-K – 2026-02-12 – ndaq-20251231.htm

Föregående del · Dokumentindex · Nästa del

Eighth Supplemental Indenture, dated April 28,
2020, by and between Nasdaq, Inc. and Wells
Fargo Bank, National Association, as Trustee
(incorporated herein by reference to Exhibit 4.2
to the Current Report on Form 8-K filed on
April 28, 2020).

4.11

Tenth Supplemental Indenture, dated December
21, 2020, by and between Nasdaq, Inc. and
Wells Fargo Bank, National Association, as
Trustee (incorporated herein by reference to
Exhibit 4.3 to the Current Report on Form 8-K
filed on December 21, 2020).

4.12

Eleventh Supplemental Indenture, dated
December 21, 2020, by and between Nasdaq,
Inc. and Wells Fargo Bank, National
Association, as Trustee (incorporated herein by
reference to Exhibit 4.4 to the Current Report on
Form 8-K filed on December 21, 2020).

4.13

Twelfth Supplemental Indenture, dated July 30,
2021, by and among Nasdaq, Inc., Wells Fargo
Bank, National Association, as Trustee and
HSBC Bank USA, National Association, as
registrar and transfer agent (incorporated herein
by reference to Exhibit 4.2 to the Company’s
Form 8-A filed on July 30, 2021).

4.14

Thirteenth Supplemental Indenture, dated as of
March 7, 2022, by and between Nasdaq, Inc.
and Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National
Association), as trustee (incorporated herein by
reference to Exhibit 4.2 to the Company’s
Current Report on Form 8-K filed on March 7,
2022).

4.15

Fourteenth Supplemental Indenture, dated as of
June 28, 2023, by and between Nasdaq, Inc. and
Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National
Association), as trustee (incorporated herein by
reference to Exhibit 4.2 to the Current Report on
Form 8-K filed on June 28, 2023).

4.16

Fifteenth Supplemental Indenture, dated as of
June 28, 2023, by and between Nasdaq, Inc. and
Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National
Association), as trustee (incorporated herein by
reference to Exhibit 4.3 to the Current Report on
Form 8-K filed on June 28, 2023).

4.17

Sixteenth Supplemental Indenture, dated as of
June 28, 2023, by and between Nasdaq, Inc. and
Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National
Association), as trustee (incorporated herein by
reference to Exhibit 4.4 to the Current Report on
Form 8-K filed on June 28, 2023).

4.18

Seventeenth Supplemental Indenture, dated as of
June 28, 2023, by and between Nasdaq, Inc. and
Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National
Association), as trustee (incorporated herein by
reference to Exhibit 4.5 to the Current Report on
Form 8-K filed on June 28, 2023).

4.19

Eighteenth Supplemental Indenture, dated as of
June 28, 2023, by and between Nasdaq, Inc. and
Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National
Association), as trustee (incorporated herein by
reference to Exhibit 4.6 to the Current Report on
Form 8-K filed on June 28, 2023).

4.20

Nineteenth Supplemental Indenture, dated as of
June 28, 2023, by and between Nasdaq, Inc. and
Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National
Association), as trustee and HSBC Bank USA,
National Association, as paying agent, registrar
and transfer agent (incorporated herein by
reference to Exhibit 4.7 to the Current Report on
Form 8-K filed on June 28, 2023).

4.21

Description of Securities.

10.1

Board Compensation Policy, as amended and
restated, effective on June 11, 2025
(incorporated herein by reference to Exhibit 10.1
to the Quarterly Report on Form 10-Q for the
quarter ended June 30, 2025 filed on July 25,
2025).*

10.2

Nasdaq Executive Corporate Incentive Plan,
effective as of January 1, 2015 (incorporated
herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed on May 11,
2015).*

10.3

Nasdaq, Inc. Equity Incentive Plan (as amended
and restated as of April 24, 2018) (incorporated
herein by reference to Exhibit 10.1 to the Form
S-8 filed on May 25, 2018).*

10.4

Form of Nasdaq Non-Qualified Stock Option
Award Certificate (incorporated herein by
reference to Exhibit 10.3 to the Annual Report
on Form 10-K for the year ended December 31,
2010 filed on February 24, 2011).*

10.5

Form of Nasdaq Restricted Stock Unit Award
Certificate (employees) (incorporated herein by
reference to Exhibit 10.2 to the Quarterly Report
on Form 10-Q for the quarter ended June 30,
2025 filed on July 25, 2025).*

10.6

Form of Nasdaq Restricted Stock Unit Award
Certificate (directors) (incorporated herein by
reference to Exhibit 10.3 to the Quarterly Report
on Form 10-Q for the quarter ended June 30,
2025 filed on July 25, 2025).*

10.7

Form of Nasdaq Three-Year Performance Share
Unit Agreement (incorporated herein by
reference to Exhibit 10.4 to the Quarterly Report
on Form 10-Q for the quarter ended June 30,
2025 filed on July 25, 2025).*

10.7.1

Form of Nasdaq Two-Year Performance Share
Unit Agreement (incorporated herein by
reference to Exhibit 10.4 to the Quarterly Report
on Form 10-Q for the quarter ended June 30,
2024 filed on August 6, 2024).*

10.8

Form of Nasdaq Continuing Obligations
Agreement (incorporated by reference to Exhibit
10.9 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2021
filed on February 23, 2022).

10.9

Amended and Restated Supplemental Executive
Retirement Plan, dated as of December 17, 2008
(incorporated herein by reference to Exhibit 10.6
to the Annual Report on Form 10-K for the year
ended December 31, 2008 filed on February 27,
2009).*

10.10

Amendment No. 1 to Amended and Restated
Supplemental Executive Retirement Plan,
effective as of December 31, 2008 (incorporated
herein by reference to Exhibit 10.6.1 to the
Annual Report on Form 10-K for the year ended
December 31, 2008 filed on February 27,
2009).*

10.11

Nasdaq Supplemental Employer Retirement
Contribution Plan, dated as of December 17,
2008 (incorporated herein by reference to
Exhibit 10.7 to the Annual Report on Form 10-K
for the year ended December 31, 2008 filed on
February 27, 2009).*

10.12

Nasdaq, Inc. Deferred Compensation Plan,
effective July 1, 2022 (incorporated herein by
reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on June 16,
2022).*

10.13

Nonqualified Stock Option Award Certificate to
Adena T. Friedman from Nasdaq, Inc. in
connection with grant made on January 3, 2017
(incorporated herein by reference to Exhibit 10.1
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 2017 filed on
November 7, 2017).*

10.14

E mployment Agreement between Nasdaq and
Adena Friedman, made and entered into on
November 19, 2021 and effective as of January
1, 2022 (incorporated herein by reference to
Exhibit 10.14 to the Company’s Annual Report
on Form 10-K for the year ended December 31,
2021 filed on February 23, 2022).*

10.15

Nonqualified Stock Option Award Certificate to
Adena T. Friedman from Nasdaq, Inc. in
connection with grant made on January 3, 2022
(incorporated herein by reference to Exhibit
10.15 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2021
filed on February 23, 2022).*

10.16

Employment Agreement between Nasdaq, Inc.
and Adena T. Friedman, dated as of March 11,
2025 (incorporated herein by reference to
Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q for the quarter ended March 31,
2025 filed on April 28, 2025).*

10.17

Employment Agreement by and between
Nasdaq, Inc. and Bradley J. Peterson, dated June
22, 2022 (incorporated herein by reference to
Exhibit 10.5 to the Quarterly Report on Form
10-Q for the quarter ended June 30, 2022 filed
on August 3, 2022).*

10.17.1

Employment Agreement between Nasdaq, Inc.
and Bradley J, Peterson, dated as of March 10,
2025 (incorporated herein by reference to
Exhibit 10.3 to the Company’s Quarterly Report
on Form 10-Q for the quarter ended March 31,
2025 filed on April 28, 2025).*

10.18

Employment Offer Letter by and between
Nasdaq, Inc. and Michelle Daly dated January
29, 2021 (incorporated herein by reference to
Exhibit 10.1 to the Current Report on Form 8-K
filed on May 3, 2021).*

10.19

Employment Agreement between Nasdaq, Inc.
and Tal Cohen, dated as of March 10, 2025
(incorporated herein by reference to Exhibit 10.2
to the Company’s Quarterly Report on Form 10-
Q for the quarter ended March 31, 2025 filed on
April 28, 2025).*

10.20

Employment Offer Letter by and between
Nasdaq, Inc. and Sarah Youngwood, dated as of
August 31, 2023 (incorporated herein by
reference to Exhibit 10.2 to the Quarterly Report
on Form 10-Q for the quarter ended September
30, 2023 filed on November 3, 2023).*

10.21

Nasdaq Change in Control Severance Plan For
Non-CEO Presidents, Executive Vice Presidents
and Senior Vice Presidents, effective November
26, 2013, as amended December 6, 2022
(incorporated herein by reference to Exhibit
10.19 to the Annual Report on Form 10-K for
the year ended December 31, 2022, filed on
February 22, 2023).*

10.22

Amended and Restated Credit Agreement, dated
as of December 16, 2022, among Nasdaq, Inc.,
the various lenders and issuing bank party
thereto and Bank of America, N.A., as
administrative agent (incorporated herein by
reference to Exhibit 10.1 to the Current Report
on Form 8-K filed on December 16, 2022).†

10.23

Amendment No. 1 to Amended and Restated
Credit Agreement, dated as of March 29, 2023,
among Nasdaq, Inc., the Lenders party hereto,
Bank of America, N.A., as administrative agent
and BofA Securities, Inc., as Sustainability
Coordinator (incorporated herein by reference to
Exhibit 10.1 to the Quarterly Report on Form
10-Q for the quarter ended March 31, 2023 filed
on May 4, 2023).†

10.24

Amendment No. 2 to Amended and Restated
Credit Agreement, dated as of June 16, 2023,
among Nasdaq, Inc., a Delaware corporation,
the lenders party thereto and Bank of America,
N.A., as administrative agent (incorporated
herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed on June 20,
2023).

10.25

Amendment No. 3 to Amended and Restated
Credit Agreement, dated as of August 2, 2024,
among Nasdaq, Inc., a Delaware corporation,
the lenders party thereto and Bank of America,
N.A., as administrative agent (incorporated
herein by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 2024 filed on October 29,
2024).†

10.26

Amendment No. 4 to Amended and Restated
Credit Agreement, dated as of December 16,
2024, among Nasdaq, Inc., a Delaware
corporation, the lenders party thereto, Bank of
America, N.A., as administrative agent and
BofA Securities, Inc., as sustainability
coordinator (incorporated herein by reference to
Exhibit 10.26 to the Annual Report on Form 10-
K for the year ended December 31, 2024, filed
on February 21, 2025).†

10.27

Form of Commercial Paper Dealer Agreement
between Nasdaq, Inc., as Issuer, and the Dealer
party thereto (incorporated herein by reference
to Exhibit 10.3 to the Current Report on Form 8-
K filed on April 26, 2017).

Statement regarding computation of per share
earnings (incorporated herein by reference from
Note 13 to the consolidated financial statements
under Part II, Item 8 of this Form 10-K).

19.1

Insider Trading Policy.

21.1

List of all subsidiaries.

23.1

Consent of Ernst & Young LLP.

24.1

Powers of Attorney.

31.1

Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (“Sarbanes-Oxley”).

31.2

Certification of Executive Vice President and
Chief Financial Officer pursuant to Section 302
of Sarbanes-Oxley.

32.1

Certifications Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
Sarbanes-Oxley.

97.1

Supplemental Executive Officer Recoupment
Policy (incorporated herein by reference to
Exhibit 97.1 to the Annual Report on Form 10-K
for the year ended December 31, 2023 filed on
February 21, 2024).*

101

The following materials from the Nasdaq, Inc.
Annual Report on Form 10-K for the year ended
December 31, 2025, formatted in iXBRL (Inline
eXtensible Business Reporting Language): (i)
Consolidated Balance Sheets as of December
31, 2025 and December 31, 2024; (ii)
Consolidated Statements of Income for the years
ended December 31, 2025, 2024 and 2023 (iii)
Consolidated Statements of Comprehensive
Income for the years ended December 31, 2025,
2024 and 2023; (iv) Consolidated Statements of
Changes in Stockholders’ Equity for the years
ended December 31, 2025, 2024 and 2023; (v)
Consolidated Statements of Cash Flows for the
years ended December 31, 2025, 2024 and 2023;
and (vi) notes to consolidated financial
statements.

104

Cover Page Interactive Data File, formatted in
iXBRL and contained in Exhibit 101.

____________
* Management contract or compensatory plan or
arrangement.
† Schedules have been omitted pursuant to Items
601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K.
(b) Exhibits:
See Item 15(a)(3) above.
(c) 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.

Item 16. Form 10-K Summary
None.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on February 12,
2026 .

Nasdaq, Inc.

(Registrant)

By:

/s/ Adena T. Friedman

Name:

Adena T. Friedman

Title:

Chief Executive Officer

Date:

February 12, 2026

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated as of February 12, 2026 .

By:

/s/ Adena T. Friedman

Name:

Adena T. Friedman

Title:

Chief Executive Officer and
Chair of the Board

By:

/s/ Sarah Youngwood

Name:

Sarah Youngwood

Title:

Executive Vice President and
Chief Financial Officer

By:

/s/ Michelle Daly

Name:

Michelle Daly

Title:

Senior Vice President, Controller and
Principal Accounting Officer

By:

Name:

Melissa M. Arnoldi

Title:

Director

By:

Name:

Charlene T. Begley

Title:

Director

By:

Name:

Essa Kazim

Title:

Director

By:

Name:

Thomas A. Kloet

Title:

Director

By:

Name:

Kathryn A. Koch

Title:

Director

By:

Name:

Holden Spaht

Title:

Director

By:

Name:

Michael R. Splinter

Title:

Director

By:

Name:

Johan Torgeby

Title:

Director

By:

Name:

Toni Townes-Whitley

Title:

Director

By:

Name:

Jeffery W. Yabuki

Title:

Director

By:

Name:

Alfred W. Zollar

Title:

Director

* Pursuant to Power of Attorney

By:

/s/ John A. Zecca

Name:

John A. Zecca

Title:

Attorney-in-Fact

F-1

Nasdaq, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The following consolidated financial statements of Nasdaq, Inc. and its subsidiaries are presented herein on the page indicated:

Report of Independent Registered Public Accounting Firm (PCAOB ID 42 )

F- 2

Consolidated Balance Sheets

F- 4

Consolidated Statements of Income

F- 5

Consolidated Statements of Comprehensive Income

F- 6

Consolidated Statements of Changes in Stockholders ’ Equity

F- 7

Consolidated Statements of Cash Flows

F- 8

Notes to Consolidated Financial Statements

F- 9

F-2

Report of Independent Registered Public Accounting
Firm
To the Stockholders and the Board of Directors of Nasdaq,
Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance
sheets of Nasdaq, Inc. (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(collectively
referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company
at December 31, 2025 and 2024, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 2025, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States) (PCAOB), the Company'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), and our report dated February 12, 2026
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our
audits. 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 audits in accordance with the standards of
the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of
material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter
arising from the current period audit of the financial
statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the
critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on
the accounts or disclosure to which it relates.

Calypso and AxiomSL on-premises license
revenue recognition

Description
of the
Matter

As described in Notes 2 and 3 to the
consolidated financial statements, the
Company recognizes revenue within its
Regulatory Technology and Capital Markets
Technology products for AxiomSL and
Calypso on-premises license agreements,
respectively. The AxiomSL on-premises
software offering includes both license and
post-contract customer support, which includes
frequent and ongoing mandatory regulatory
updates. Both the AxiomSL on-premises
license and the post-contract customer support,
inclusive of the frequent and ongoing
mandatory regulatory updates, are accounted
for as a single performance obligation and
recognized ratably over the contract term. For
the on-premises Calypso capital markets
product, distinct performance obligations are
recognized for the license and post-contract
customer support and the performance
obligation of the on-premises license revenue
is recognized upfront at the point in time when
the software is made available to the user.
Post-contract customer support is recognized
over time on a ratable basis over the contract
period.
Auditing the Company’s identification of
performance obligations along with the timing
over which those performance obligations are
satisfied for the acquired AxiomSL and
Calypso on-premises license agreements
required complex judgment.

F-3

How We
Addressed
the Matter
in Our
Audit

We obtained an understanding, performed a
walkthrough of the process and evaluated the
design and tested the operating effectiveness of
controls over the Company's processes for
identifying performance obligations and
determining the timing over which the
performance obligations are satisfied with
respect to these products.
To test the Company’s judgments and
conclusions related to the identification of
performance obligations and timing of
satisfaction of those performance obligations,
our audit procedures included, among others,
obtaining an understanding of the Company’s
AxiomSL and Calypso service offerings and
evaluating management’s conclusions
regarding which were distinct. We read a
sample of executed contracts to assess
management’s evaluation of significant terms,
including the determination of distinct
performance obligations.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1986.
New York, New York
February 12, 2026

F-4

Nasdaq, Inc.
Consolidated Balance Sheets
(in millions, except share and par value amounts)

December 31, 2025

December 31, 2024

Assets

Current assets:

Cash and cash equivalents

$ 604

$ 592

Restricted cash and cash equivalents

210

Default funds and margin deposits (including restricted cash and cash equivalents of
$ 3,120 and $ 4,383 , respectively)

5,842

5,664

Financial investments

184

Receivables, net

943

1,022

Other current assets

376

293

Total current assets

8,003

7,786

Property and equipment, net

728

593

Goodwill

14,371

13,957

Intangible assets, net

6,511

6,905

Operating lease assets

447

375

Other non-current assets

993

779

Total assets

$ 31,053

$ 30,395

Liabilities

Current liabilities:

Accounts payable and accrued expenses

$ 280

$ 269

Section 31 fees payable to SEC

—

319

Accrued personnel costs

364

325

Deferred revenue

785

711

Other current liabilities

259

215

Default funds and margin deposits

5,842

5,664

Short-term debt

431

399

Total current liabilities

7,961

7,902

Long-term debt

8,573

9,081

Deferred tax liabilities, net

1,584

1,594

Operating lease liabilities

462

388

Other non-current liabilities

241

230

Total liabilities

18,821

19,195

Commitments and contingencies

Equity

Nasdaq stockholders’ equity:

Common stock, $ 0.01 par value, 900,000,000 shares authorized, shares issued:
594,620,320 at December 31, 2025 and 598,920,378 at December 31, 2024; shares
outstanding: 569,894,024 at December 31, 2025 and 575,062,217 at December 31, 2024

Additional paid-in capital

5,122

5,530

Common stock in treasury, at cost: 24,726,296 shares at December 31, 2025 and
23,858,161 shares at December 31, 2024

( 716 )

( 647 )

Accumulated other comprehensive loss

( 1,773 )

( 2,099 )

Retained earnings

9,588

8,401

Total Nasdaq stockholders’ equity

12,227

11,191

Noncontrolling interests

Total equity

12,232

11,200

Total liabilities and equity

$ 31,053

$ 30,395

See accompanying notes to consolidated financial statements.

F-5

Nasdaq, Inc.
Consolidated Statements of Income
(in millions, except per share amounts)

Year Ended December 31,

2025

2024

2023

Revenues:

Capital Access Platforms

$ 2,137

$ 1,945

$ 1,744

Financial Technology

1,850

1,621

1,099

Market Services

4,214

3,771

3,156

Other revenues

Total revenues

8,262

7,400

6,064

Transaction-based expenses:

Transaction rebates

( 2,572 )

( 2,026 )

( 1,838 )

Brokerage, clearance and exchange fees

( 441 )

( 725 )

( 331 )

Revenues less transaction-based expenses

5,249

4,649

3,895

Operating expenses:

Compensation and benefits

1,392

1,324

1,082

Professional and contract services

160

152

128

Technology and communication infrastructure

316

281

233

Occupancy

124

112

129

General, administrative and other

109

113

Marketing and advertising

Depreciation and amortization

632

613

323

Regulatory

Merger and strategic initiatives

148

Restructuring charges

116

Total operating expenses

2,918

2,851

2,317

Operating income

2,331

1,798

1,578

Interest income

115

Interest expense

( 367 )

( 414 )

( 284 )

Net gain on divestitures

—

Other income (loss)

( 27 )

( 1 )

Net income (loss) from unconsolidated investees

( 7 )

Income before income taxes

2,145

1,449

1,401

Income tax provision

358

334

344

Net income

1,787

1,115

1,057

Net loss attributable to noncontrolling interests

Net income attributable to Nasdaq

$ 1,788

$ 1,117

$ 1,059

Per share information:

Basic earnings per share

$ 3.12

$ 1.94

$ 2.10

Diluted earnings per share

$ 3.09

$ 1.93

$ 2.08

Cash dividends declared per common share

$ 1.05

$ 0.94

$ 0.86

See accompanying notes to consolidated financial statements.

F-6

Nasdaq, Inc.
Consolidated Statements of Comprehensive Income
(in millions)

Year Ended December 31,

2025

2024

2023

Net income

$ 1,787

$ 1,115

$ 1,057

Other comprehensive income (loss):

Foreign currency translation gains (losses)

225

( 135 )

Income tax benefit (expense) (1)

( 45 )

Foreign currency translation, net

319

( 180 )

Employee benefit plan adjustment

( 1 )

Income tax expense

—

( 4 )

( 3 )

Employee benefit plan, net

( 1 )

Unrealized gain (loss) on derivatives instruments, net

( 8 )

Total other comprehensive income (loss), net of tax

326

( 175 )

Comprehensive income

2,113

940

1,124

Comprehensive loss attributable to noncontrolling interests

Comprehensive income attributable to Nasdaq

$ 2,114

$ 942

$ 1,126

____________
(1) Primarily relates to the tax effect of unrealized gains and losses on our Euro Notes.
See accompanying notes to consolidated financial statements.

F-7

Nasdaq, Inc.
Consolidated Statements of Changes in Stockholders ’ Equity
(in millions)

Year Ended December 31,

2025

2024

2023

Common stock

Beginning balance

575

492

Acquisition-related stock issuance

—

Ending balance

Additional paid-in capital

Beginning balance

5,530

5,496

1,445

Share repurchase program

( 7 )

( 620 )

( 2 )

( 145 )

( 5 )

( 269 )

Share-based compensation

165

141

122

Acquisition-related stock issuance

—

4,169

Other issuances of common stock, net

Ending balance

5,122

5,530

5,496

Common stock in treasury, at cost

Beginning balance

( 647 )

( 587 )

( 515 )

Employee shares withheld

( 1 )

( 69 )

( 1 )

( 60 )

( 2 )

( 72 )

Ending balance

( 716 )

( 647 )

( 587 )

Accumulated other comprehensive loss

Beginning balance

( 2,099 )

( 1,924 )

( 1,991 )

Other comprehensive income (loss)

326

( 175 )

Ending balance

( 1,773 )

( 2,099 )

( 1,924 )

Retained earnings

Beginning balance

8,401

7,825

7,207

Net income attributable to Nasdaq

1,788

1,117

1,059

Cash dividends declared and paid

( 601 )

( 541 )

( 441 )

Ending balance

9,588

8,401

7,825

Total Nasdaq stockholders’ equity

12,227

11,191

10,816

Noncontrolling interests

Beginning balance

Net activity related to noncontrolling interests

( 4 )

( 2 )

Ending balance

Total Equity

570

$ 12,232

575

$ 11,200

575

$ 10,827

See accompanying notes to consolidated financial statements.

F-8

Nasdaq , Inc.
Consolidated Statements of Cash Flows
(in millions)

Year Ended December 31,

2025

2024

2023

Cash flows from operating activities:

Net income

$ 1,787

$ 1,115

$ 1,057

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

632

613

323

Share-based compensation

165

141

122

Deferred income tax expense (benefit)

( 67 )

Extinguishment of debt and bridge fees

Net gain on divestitures

( 86 )

—

Non-cash restructuring charges

Net (income) loss from unconsolidated investees

( 83 )

( 16 )

Operating lease asset impairments

—

Adenza purchase accounting adjustment

—

Other reconciling items included in net income

Net change in operating assets and liabilities, excluding the effects of divestitures:

Receivables, net

( 193 )

Other assets

( 96 )

( 50 )

Accounts payable and accrued expenses

( 6 )

( 60 )

149

Section 31 fees payable to SEC

( 319 )

235

( 160 )

Accrued personnel costs

Deferred revenue

Other liabilities

( 63 )

Net cash provided by operating activities

2,255

1,939

1,696

Cash flows from investing activities:

Purchases of securities

( 243 )

( 206 )

( 712 )

Proceeds from sales and redemptions of securities

427

199

719

Proceeds from divestitures, net of cash divested

140

—

Acquisition of businesses, net of cash and cash equivalents acquired

—

( 5,766 )

Purchases of property and equipment

( 266 )

( 207 )

( 158 )

Investments related to default funds and margin deposits, net (1)

( 1,080 )

( 707 )

( 74 )

Other investing activities

( 78 )

( 32 )

( 3 )

Net cash used in investing activities

( 1,100 )

( 953 )

( 5,994 )

Cash flows from financing activities:

Repayments of commercial paper, net

—

( 291 )

( 371 )

Repayments of debt and credit commitment

( 826 )

( 521 )

( 260 )

Proceeds from issuances of debt, net of issuance costs

—

5,608

Repurchases of common stock

( 616 )

( 145 )

( 269 )

Dividends paid

( 601 )

( 541 )

( 441 )

Payments related to employee shares withheld for taxes

( 69 )

( 60 )

( 72 )

Default funds and margin deposits

( 884 )

( 1,030 )

Other financing activities

Net cash provided by (used in) financing activities

( 2,953 )

( 2,561 )

4,220

Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash
equivalents

726

( 537 )

202

Net decrease in cash and cash equivalents and restricted cash and cash equivalents

( 1,072 )

( 2,112 )

124

Cash and cash equivalents, restricted cash and cash equivalents at beginning of period

5,006

7,118

6,994

Cash and cash equivalents, restricted cash and cash equivalents at end of period

$ 3,934

$ 5,006

$ 7,118

Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents

Cash and cash equivalents

$ 604

$ 592

$ 453

Restricted cash and cash equivalents

210

Restricted cash and cash equivalents (default funds and margin deposits)

3,120

4,383

6,645

Total

$ 3,934

$ 5,006

$ 7,118

Supplemental Disclosure Cash Flow Information

Cash paid for:

Interest paid

$ 354

$ 405

$ 177

Income taxes paid, net of refunds

$ 373

$ 358

$ 254

__________________________
(1) See "Default Fund Contributions and Margin Deposits," of Note 15, "Clearing Operations," for further details.
See accompanying notes to consolidated financial statements.

F-9

Nasdaq, Inc.
Notes to Consolidated Financial Statements

1. ORGANIZATION AND NATURE OF OPERATIONS
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.
Our organizational structure aligns our businesses with the
foundational shifts that are driving the evolution of the global
financial system. We manage, operate and provide our
products and services in three business segments: Capital
Access Platforms, Financial Technology and Market
Services.
Capital Access Platforms
Our Capital Access Platforms segment comprises Data &
Listing Services, Index and Workflow & Insights.
Our Data business distributes historical and real-time market
data to sell-side customers, the institutional investing
community, retail online brokers, proprietary trading firms
and other venues, as well as various client portals and data
distributors. Our data products can enhance the transparency
of market activity within our exchanges and provide critical
information to professional and non-professional investors
globally.
Our Listing Services business operates listing platforms in
the U.S. and Europe and provides multiple global capital
raising solutions for public companies. Our main listing
markets are The Nasdaq Stock Market and the Nasdaq
Nordic and Nasdaq Baltic exchanges. Through Nasdaq First
North, our Nordic and Baltic operations also offer alternative
marketplaces for smaller companies and growth companies.
As of December 31, 2025 , a total of 5,599 companies listed
securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and
Nasdaq First North exchanges. As of December 31, 2025 ,
there were 4,480 total listings on The Nasdaq Stock Market,
including 1,112 ETPs. The Nasdaq combined market
capitalization in the U.S. was approximately $ 40.6 trillion . In
Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,
together with Nasdaq First North, were home to 1,119 listed
companies with a combined market capitalization of
approximately $ 2.4 trillion .
Our Index business develops and licenses Nasdaq-branded
indices and financial products. We also license cash-settled
futures, options and options on futures on our indices. As of
December 31, 2025 , 451 ETPs listed on 27 exchanges in over
20 countries tracked a Nasdaq index and accounted for $ 882
billion in AUM.
Workflow & Insights includes our analytics and corporate
solutions businesses. Our analytics business provides hedge
funds, asset managers, investment consultants and
institutional asset owners with information and analytics to
make data-driven investment decisions, deploy their
resources more productively, and provide liquidity solutions
for private funds. Through our eVestment solutions, we
provide a suite of cloud-based solutions that help institutional
investors and consultants conduct pre-investment due
diligence, and monitor their portfolios post-investment. The
eVestment platform also enables asset managers to efficiently
distribute information about their firms and funds to asset
owners and consultants worldwide. In October 2025, we sold
our Solovis business, a financial technology platform
offering portfolio monitoring and analytics tools. Revenues
from this business are reflected in Other revenues in the
Consolidated Statements of Income for all periods presented,
and in our Corporate segment for our segment disclosures.
The Nasdaq Fund Network and Nasdaq Data Link are
additional platforms in our suite of investment data analytics
offerings and data management tools.
Our corporate solutions business serves both public and
private companies and organizations through our Investor
Relations Intelligence, Sustainability Solutions and
Governance Solutions products. Our public company clients
can be companies listed on our exchanges or other U.S. and
global exchanges. Our private company clients include a
diverse group of organizations ranging from family-owned
companies, government organizations, law firms, privately
held entities, and various non-profit organizations to
hospitals and healthcare systems. We help organizations
enhance their ability to understand and expand their global
shareholder base, improve corporate governance, and
navigate the evolving sustainability landscape through our
suite of advanced technology, analytics, reporting and
consulting services.
Financial Technology
Our Financial Technology segment comprises Financial
Crime Management Technology, Regulatory Technology and
Capital Markets Technology businesses.
Financial Crime Management Technology includes our
Nasdaq Verafin solution, a cloud-based platform leveraging
consortium data and AI to help financial institutions detect,
investigate, and report money laundering and financial fraud.
Regulatory Technology comprises our AxiomSL and
surveillance solutions. AxiomSL is a global leader in risk
data management and regulatory reporting solutions for the
financial industry, including banks, broker dealers and asset
managers. Its unique enterprise data management platform
delivers data lineage, risk aggregation, analytics, workflow
automation, reconciliation, validation and audit functionality,
as well as disclosures. AxiomSL’s platform supports

F-10

compliance across a wide range of global and local
regulations . Our surveillance solutions are designed for
banks, brokers and other market participants to assist them in
complying with market abuse and integrity rules and
regulations. In addition, we provide regulators and exchanges
with a platform for surveillance.
Capital Markets Technology includes our market technology,
trade management services and Calypso solutions. Our
market technology business is a leading global technology
solutions provider and partner to exchanges, clearing
organizations, central securities depositories, regulators,
banks, brokers, buy-side firms and corporate businesses. Our
market technology solutions are utilized by leading markets
in North America, Europe and Asia as well as emerging
markets in the Middle East, Latin America, and Africa. Our
t rade management services provide market participants with
a wide variety of alternatives for connecting to and accessing
our markets for a fee. Our marketplaces may be accessed
through different protocols used for quoting, order entry,
trade reporting and connectivity to various data feeds. We
also provide colocation services to market participants,
whereby we offer firms cabinet space and power to house
their own equipment and servers within our data centers.
Additionally, we offer a number of wireless connectivity
offerings between select data centers using millimeter wave
and microwave technology. C alypso is a leading platform
providing cross-asset, front-to-back trading, treasury, risk and
collateral management solutions. The Calypso solution
provides customers with a single platform designed from the
outset to enable consolidation, innovation and growth.
Market Services
Our Market Services segment includes revenues from equity
derivatives trading, cash equity trading, Nordic fixed income
trading & clearing, Nordic commodities and U.S. Tape plans
data. We operate 19 exchanges across several asset classes,
including derivatives, commodities, cash equity, debt,
structured products and ETPs. In addition, in certain
countries where we operate exchanges, we also provide
clearing, settlement and central depository services. In
January 2025, we entered into an agreement to transfer
existing open positions in our Nordic power futures business
to a European exchange, which was completed in June 2025.
See Note 4, “ Acquisition and Divestitures, ” for further
discussion. Revenues from this business are reflected in other
revenues in the Consolidated Statements of Income for all
periods presented, and in our Corporate segment for our
segment disclosures.
Our transaction-based platforms provide market participants
with the ability to access, process, display and integrate
orders and quotes. The platforms allow the routing and
execution of buy and sell orders as well as the reporting of
transactions, providing fee-based revenues.

2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation and Principles of Consolidation
The consolidated financial statements are prepared in
accordance with U.S. GAAP and include the accounts of
Nasdaq, its wholly-owned subsidiaries and other entities in
which Nasdaq has a controlling financial interest. When we
do not have a controlling interest in an entity but exercise
significant influence over the entity’s operating and financial
policies, such investment is accounted for under the equity
method of accounting. See “Equity Method Investments”
within “Investments” below for further discussion .
The accompanying consolidated financial statements reflect
all adjustments which are, in the opinion of management,
necessary for a fair statement of the results. These
adjustments are of a normal recurring nature. All significant
intercompany accounts and transactions have been eliminated
in consolidation.
Certain prior year amounts have been reclassified to conform
to the current year presentation. In addition, certain
percentages and per share amounts herein may not sum or
recalculate due to rounding.
Use of Estimates
In preparing our consolidated financial statements, we make
assumptions, judgments and estimates that can have a
significant impact on our revenue, operating income and net
income, as well as on the value of certain assets and liabilities
in the consolidated balance sheets. At least quarterly, we
evaluate our assumptions, judgments and estimates, and
make changes as deemed necessary .
Foreign Currency
Foreign denominated assets and liabilities are remeasured
into the functional currency at exchange rates in effect at the
balance sheet date and recorded through the income
statement. Gains or losses resulting from foreign currency
transactions are remeasured using the rates on the dates on
which those elements are recognized during the period, and
are included in general, administrative and other expense in
the Consolidated Statements of Income.
Translation gains or losses resulting from translating our
subsidiaries’ financial statements from the local functional
currency to the reporting currency, net of tax, are included in
accumulated other comprehensive loss in the Consolidated
Balance Sheets. Assets and liabilities are translated at the
balance sheet date while revenues and expenses are translated
at the date the transaction occurs or at an applicable average
rate.
Cash and Cash Equivalents
Cash and cash equivalents include all non-restricted cash in
banks and highly liquid investments with original maturities
of 90 days or less at the time of purchase. Such equivalent
investments included in cash and cash equivalents in the
Consolidated Balance Sheets were $ 337 million as of
December 31, 2025 and $ 373 million as of December 31,
2024 . Cash equivalents are carried at cost plus accrued

F-11

interest, which approximates fair value due to the short
maturities of these investments.
Restricted Cash
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. As of December 31, 2025 and 2024, restricted cash
and cash equivalents primarily includes funds held for
regulatory capital for our trading and clearing businesses.
Default Funds and Margin Deposits
Nasdaq Clearing members’ cash contributions are included in
default funds and margin deposits in the Consolidated
Balance Sheets as both a current asset and a current liability.
These balances may fluctuate over time due to changes in the
amount of deposits required and whether members choose to
provide cash or non-cash contributions. Non-cash
contributions include highly rated government debt securities
that must meet specific criteria approved by Nasdaq Clearing.
Non-cash contributions are pledged assets that are not
recorded in the Consolidated Balance Sheets as Nasdaq
Clearing does not take legal ownership of these assets and the
risks and rewards remain with the clearing members.
Receivables, net
Our receivables are concentrated with our customers which
primarily include corporate clients, banks, investment
managers, brokers, and exchange operators. Receivables are
shown net of allowance for credit losses. The allowance is
maintained at a level that management believes to be
sufficient to absorb expected losses over the life of our
accounts receivable portfolio. The allowance is increased by
the provision for bad debts, which is included in general,
administrative and other expense in the Consolidated
Statements of Income, and decreased by the amount of
charge-offs, net of recoveries.
The allowance is primarily based on an aging methodology.
This method applies loss rates based on historical loss
information which is disaggregated by business segment and,
as deemed necessary, is adjusted for other factors and
considerations that could impact collectibility. In developing
our estimate of lifetime expected credit losses, we also
consider business, economic, and market conditions that may
affect customers’ ability to pay, as well as identifiable
changes in the risk characteristics of our customer base .
In circumstances where a specific customer’s inability to
meet its financial obligations is known (i.e., bankruptcy
filings), we determine whether a specific provision for bad
debts is required. Accounts receivable are written-off against
the allowance when collection efforts cease. Due to changing
economic, business and market conditions, we review the
allowance quarterly and make changes to the allowance
through the provision for bad debts as appropriate. If
circumstances change (i.e., higher than expected defaults or
an unexpected material adverse change in a major customer’s
ability to pay), our estimates of recoverability could be
reduced by a material amount. The total allowance netted
against receivables in the Consolidated Balance Sheets was
$ 11 million as of December 31, 2025 and $ 10 million as of
December 31, 2024 . Any provision for bad debt or write-off
recorded during the year was immaterial.
Investments
Purchases and sales of investment securities are recognized
on settlement date.
Financial Investments
Financial investments are comprised of trading securities
bought primarily to meet regulatory capital requirements .
These investments are classified as trading securities as they
are generally sold in the near term, with changes in fair value
included in other income (loss) in the Consolidated
Statements of Income.
Fair values are obtained from third-party pricing sources.
When available, quoted market prices are used to determine
fair value. If quoted market prices are not available, fair
values are estimated using pricing models with observable
market inputs. The inputs to the valuation models vary by the
type of security being priced but are typically benchmark
yields, reported trades, broker-dealer quotes, and prices of
similar assets. Pricing models generally do not entail material
subjectivity because the methodologies employed use inputs
observed from active markets. See “Fair Value
Measurements” below for further discussion of fair value
measures.
Equity Securities
Investments in equity securities with readily determinable
fair values (other than those accounted for under the equity
method or those that result in consolidation of the investee)
are measured at fair value and any changes in fair value are
recognized in other income (loss) in the Consolidated
Statements of Income.
Equity investments without readily determinable fair values
are accounted for under the measurement alternative, under
which investments are measured at cost, less any impairment,
plus or minus changes resulting from observable price
changes in orderly transactions for the identical or a similar
investment of the same issuer on a prospective basis. We
assess relevant transactions that occur on or before the
balance sheet date to identify observable price changes, and
we regularly monitor these investments to evaluate whether
there is an indication that the investment is impaired, based
on t he share price from the investee’s latest financing round ,
the performance of the investee in relation to its own
operating targets, the investee ’ s liquidity and cash positio n,
and general market conditions. If a qualitative assessment
indicates that the security is impaired, Nasdaq will estimate
the fair value of the security and, if the fair value is less than
the carrying amount of the security, will recognize an
impairment loss in net income equal to the difference in the

F-12

period the impairment occurs. See Note 6, “Investments,” for
further discussion of our equity securities.
Our investments in equity securities are included in other
non-current assets in the Consolidated Balance Sheets, as we
intend to hold these investments for more than one year.
Equity Method Investments
In general, the equity method of accounting is used when we
own 20% to 50% of the outstanding voting stock of a
company or when we are able to exercise significant
influence over the operating and financial policies of a
company. We have certain investments in which we have
determined that we have significant influence and as such
account for the investments under the equity method of
accounting. We record our estimated pro-rata share of
earnings or losses each reporting period and record any
dividends as a reduction in the investment balance. We
evaluate our equity method investments for other-than-
temporary declines in value by considering a variety of
factors such as the earnings capacity of the investment and
the fair value of the investment compared to its carrying
amount. In addition, for investments where the market value
is readily determinable, we consider the underlying stock
price. If the estimated fair value of the investment is less than
the carrying amount and management considers the decline in
value to be other than temporary, the excess of the carrying
amount over the estimated fair value is recognized in net
income in the period the impairment occurs. See Note 6,
“Investments,” for further discussion of our equity method
investments.
Derivative Financial Instruments and Hedging Activities
We may use derivative financial instruments to manage
exposure to changes in currency exchange rates. We do not
use these contracts for speculative trading purposes.
Non-Designated Derivatives
We use foreign exchange forward contracts to manage
foreign currency exposure of intercompany loans, accounts
receivable, accounts payable and other balance sheet items.
These contracts are not designated as hedges under ASC 815,
Derivatives and Hedging. The change in fair value of these
contracts is recognized in general, administrative and other
expense in the Consolidated Statements of Income and
offsets the foreign currency exposure.
As of December 31, 2025 and 2024 and for the years ended
December 31, 2025, 2024 and 2023, the fair value of our
non-designated derivative instruments and the related gains
and losses were immaterial.
Derivatives designated as cash flow hedges
We enter into foreign currency contracts and designate them
as cash flow hedges to manage forecasted foreign currency
revenue and expenses. To apply hedge accounting treatment,
all hedging relationships are formally documented at the
inception of the hedge, and the hedges must be highly
effective in offsetting changes to future cash flows on the
hedged transactions. The change in fair value of these
contracts is recorded, net of tax, in accumulated other
comprehensive loss in the Consolidated Balance Sheets until
the forecasted transaction occurs. When the forecasted
transaction affects earnings, we reclassify the related gain or
loss on the foreign currency revenue or foreign currency
expense to revenue or operating expense, as applicable.
As of December 31, 2025 and 2024, and for the years ended
December 31, 2025, 2024 and 2023, the fair value of our
derivative instruments designated as cash flow hedges, the
related amounts recognized in other comprehensive loss and
any amounts reclassified into earnings, were immaterial.
Net Investment Hedges
Net assets of our foreign subsidiaries are exposed to volatility
in foreign currency exchange rates. We may utilize net
investment hedges to offset the translation adjustment arising
from re-measuring our investment in foreign subsidiaries.
Our Euro Note s 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. Any increase or decrease related to the
remeasurement of these notes into U.S. dollars is recorded in
accumulated other comprehensive loss in the Consolidated
Balance Sheets. See “Net Investment Hedge” of Note 9,
“Debt Obligations,” for further discussion.
In 2025, we also entered into foreign exchange forward
contracts to hedge a portion of our net investment in certain
foreign subsidiaries. These foreign exchange contracts are
carried at fair value, and reported as either an asset or liability
depending on their position as of the balance sheet date. As
of December 31, 2025, the fair value of these contracts is
included in other non-current liabilities and accumulated
other comprehensive income in the Condensed Consolidated
Balance Sheets. The accumulated gains and losses associated
with these instruments will remain in accumulated other
comprehensive loss in the Consolidated Balance Sheets until
the foreign subsidiaries are sold or substantially liquidated, at
which point they will be reclassified into earnings.
As of and for the year ended December 31, 2025 , the fair
value of our derivative instruments designated as net
investment hedges and the related amounts recognized in
other comprehensive loss were immaterial . There were no
amounts reclassified into earnings for the year ended
December 31, 2025.
Property and Equipment, net
Property and equipment, including leasehold improvements,
are carried at cost less asset impairment charges and
accumulated depreciation and amortization. Depreciation and
amortization are recognized using the straight-line method
over the estimated useful lives of the related assets, which
range from 3 to 5 years for data processing equipment, and 5
to 10 years for furniture and equipment.

F-13

Leasehold improvements are amortized using the straight-line
method over the shorter of their estimated useful lives or the
remaining term of the related lease.
We develop systems solutions for both internal and external
use. Certain costs incurred in connection with developing or
obtaining internal use software are capitalized. In addition,
certain costs of computer software to be sold, leased, or
otherwise marketed as a separate product or as part of a
product or process are capitalized beginning when a
product’s technological feasibility has been established and
ending when a product is available for general release.
Technological feasibility is established upon completion of a
detailed program design or, in its absence, completion of a
working model. Prior to reaching technological feasibility, all
costs are charged to expense. Unamortized capitalized costs
are included in data processing equipment and software,
within property and equipment, net in the Consolidated
Balance Sheets. Capitalized software costs are amortized on a
straight-line basis over the estimated useful lives of the
software, generally 5 to 10 years . Amortization of these costs
is included in depreciation and amortization expense in the
Consolidated Statements of Income.
Implementation costs incurred in a cloud computing
arrangement that is a service contract are capitalized as a
prepaid asset, primarily included in other current assets in the
Consolidated Balance Sheets, and are amortized over the
expected service period in the relevant expense category in
the Consolidated Statements of Income.
Property and equipment and costs capitalized related to cloud
computing arrangements are subject to impairment testing
when events or conditions indicate that the carrying amount
of an asset may not be recoverable. For internal use software
and cloud computing arrangements, an impairment charge is
recognized when the carrying amount of the software exceeds
its fair value and is not recoverable. For software to be sold,
leased, or marketed, the carrying amount of the software is
compared to its net realizable value, which represents the
estimated future gross revenues from that product reduced by
the estimated future costs of completing and disposing of that
product. The amount by which the carrying amount exceeds
the net realizable value shall be written off. Any required
impairment loss is recorded as a reduction in the carrying
amount of the related asset and a charge to operating results.
See Note 7, “Property and Equipment, net,” for further
discussion.
Leases
At inception, we determine whether a contract is or contains
a lease. W e have operating leases which include real estate
leases, primarily for our U.S. and European headquarters and
for general office space, and d ata center leases. As of
December 31, 2025 , t hese leases have varying lease terms
with remaining maturities ranging up to 12 years . Operating
lease balances are included in operating lease assets, other
current liabilities, and operating lease liabilities in the
Consolidated Balance Sheets. We do not have any leases
classified as finance leases.
Operating lease assets represent our right to use an
underlying asset for the lease term and lease liabilities
represent our obligation to make lease payments arising from
the lease. Operating lease assets and liabilities are recognized
at commencement date based on the present value of lease
payments over the lease term. Since our leases do not provide
an implicit rate, we use our incremental borrowing rate based
on the estimated rate of interest for collateralized borrowing
over a similar term of the lease payments at commencement
date in determining the present value of lease payments. The
operating lease asset also includes any lease payments made
and excludes lease incentives. Our lease terms include
options to extend or terminate the lease when we are
reasonably certain that we will exercise that option. Lease
expense for lease payments is recognized on a straight-line
basis over the lease term. Certain of our lease agreements
include rental payments adjusted periodically for inflation
based on an index or rate, which are considered variable lease
payments and are expensed as incurred.
We have lease agreements with lease and non-lease
components, which are accounted for as a single performance
obligation to the extent that the timing and pattern of transfer
are similar for the lease and non-lease components and the
lease component qualifies as an operating lease . We do not
recognize lease liabilities and operating lease assets for leases
with a term of 12 months or less. We recognize these lease
payments on a straight-line basis over the lease term.
We review our operating lease assets for potential
impairment when there is evidence that events or changes in
circumstances indicate that the carrying amount of the asset
may not be recoverable. We fully impair our lease assets for
locations that we vacate with no intention to sublease.
See Note 16, “Leases,” for further discussion.
Goodwill and Indefinite-Lived Intangible Assets
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
estimated 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

F-14

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. 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.
Other Long-Lived Assets
We review our other long-lived assets, including finite-lived
intangible 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 is based on various valuation
techniques, such as discounted cash flow analysis.
Revenue Recognition and Transaction-Based Expenses
Revenue From Contracts With Customers
Our revenue recognition policies under FASB ASC Topic
606, “Revenue from Contracts with Customers,” or Topic
606, are described in the following paragraphs.
Contract Balances
Substantially all of our revenues are considered to be
revenues from contracts with customers. The related accounts
receivable balances are recorded in the Consolidated Balance
Sheets as receivables which are net of an allowance for credit
losses. We do not have obligations for warranties, returns or
refunds to customers.
The majority of our contracts with customers do not have
significant variable consideration. We do not have a material
amount of revenues recognized from performance obligations
that were satisfied in prior periods. We do not provide
disclosures about transaction price allocated to unsatisfied
performance obligations if contract durations are less than
one year.
For contract durations that are one-year or greater, the portion
of transaction price allocated to unsatisfied performance
obligations is included in Note 3, “Revenue From Contracts
With Customers.” Deferred revenue primarily arises from
contract liabilities related to our fees for annual and initial
listings, workflow & insights, financial crime management
technology, regulatory technology, and capital markets
technology contracts. Deferred revenue is the only significant
contract asset or liability as of December 31, 2025 and 2024.
See Note 8, “Deferred Revenue,” for our discussion of
deferred revenue balances, activity, and expected timing of
recognition. See “Revenue Recognition” below for further
descriptions of our revenue contracts.
Contract modifications are routine in the performance of our
contracts. Contracts are often modified to account for
changes in contract specifications or requirements. In most
instances, contract modifications are for goods and services
that are not distinct, and, therefore, are accounted for as part
of the existing contract.
S ales commissions earned by our sales force, which are
considered incremental and recoverable costs of obtaining a
contract with a customer, are deferred and amortized on a
straight-line basis over the period of benefit that we have
determined to be the contract term or estimated service
period. Sales commissions for renewal contracts are deferred
and amortized on a straight-line basis over the related
contractual renewal period. Amortization expense is included
in compensation and benefits expense in the Consolidated
Statements of Income. The balance of deferred costs and
related amortization expense are not material to our
consolidated financial statements. Sales commissions are
expensed when incurred if contract durations are one year or
less. Sales taxes are excluded from transaction prices.

F-15

Certain judgments and estimates were used in the
identification and timing of satisfaction of performance
obligations and the related allocation of transaction price and
are discussed below. We believe that these represent a
faithful depiction of the transfer of services to our customers.
Revenue Recognition
Our primary revenue contract classifications are described
below. Revenues are categorized based on similar economic
characteristics of the nature, amount, timing and uncertainty
of our revenues and cash flows.
Capital Access Platforms
Data and Listings
Data revenues are earned from U.S. and European proprietary
data products. We earn revenues primarily based on data
subscribers, including usage, and distributors of our data.
Data revenues are subscription-based and are recognized over
time and over the contractual period which are generally one -
year contracts .
Listing services revenues primarily include initial listing fees
and annual renewal fees. The initial listing fee is allocated to
multiple performance obligations including initial and
subsequent listing services, a customer’s material right to
renew the option to list on our exchanges and, in certain
cases, corporate solutions products (when a company
qualifies to receive certain complimentary IPO products
under the applicable Nasdaq rule.) In performing this
allocation, the standalone selling price of the performance
obligations is based on the initial and annual listing fees and
the standalone selling price of the IPO complimentary
services is based on its market value. All listing fees are
billed upfront and the identified performance obligations are
satisfied over time since the customer receives and consumes
the benefit as Nasdaq provides the listing service. Revenue
related to the IPO complimentary services performance
obligation is recognized ratably over a three -year period,
consistent with the contractual terms. The remaining portion
of the initial listing fee is recognized ratably over six years ,
w hich represents the expected period of benefit based on our
historical listing experience and projected future listing
duration including the impact of delistings .
In the U.S., annual renewal fees are charged to listed
companies based on their number of outstanding shares at the
end of the prior year and are recognized ratably over the
following twelve -month period since the customer receives
and consumes the benefit as Nasdaq provides the service.
Annual fees are charged to newly listed companies on a pro-
rata basis, based on outstanding shares at the time of listing
and recognized over the remainder of the year. European
annual renewal fees, which are received from companies
listed on our Nasdaq Nordic and Nasdaq Baltic exchanges
and Nasdaq First North, are directly related to the listed
companies’ market capitalization on a trailing twelve -month
basis and are recognized ratably over the following twelve -
month period since the customer receives and consumes the
benefit as Nasdaq provides the service.
Index
We develop and license Nasdaq-branded indices and
financial products and provide index data products for third-
party clients. Revenues primarily include license fees from
these branded indices and financial products in the U.S. and
abroad. We primarily have two types of license agreements:
asset-based licenses and transaction-based licenses.
Customers are charged based on a percentage of AUM for
licensed products, per the agreement, on a monthly or
quarterly basis. These revenues are recognized over the term
of the license agreement since the customer receives and
consumes the benefit as Nasdaq provides the service.
Revenue from index data subscriptions are recognized on a
monthly basis. Customers are charged based on transaction
volume or a minimum contract amount, or both. If a
customer is charged based on transaction volume, we
recognize revenue when the transaction occurs. If a customer
is charged based on a minimum contract amount, we
recognize revenue on a pro-rata basis over the licensing term
since the customer receives and consumes the benefit as
Nasdaq provides the service.
Workflow & Insights
Workflow & Insights includes our analytics and corporate
solutions products.
Analytics revenues are earned from investment content and
analytics products. We earn revenues primarily based on the
number of content and analytics subscribers and distributors.
Subscription agreements are generally one to three years in
term, payable in advance, and provide for automatic renewal.
Subscription-based revenues are 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.
Our corporate solutions business includes our Investor
Relations Intelligence, Governance Solutions and
Sustainability Solutions products , which serve both public
and private companies and organizations.
Corporate solutions revenues primarily include subscription
and transaction-based income from our investor relations
intelligence and governance solutions products and services.
Subscription-based revenues earned are 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. Generally, fees are billed in advance
and the contract provides for automatic renewal. As part of
subscription agreements, customers can also be charged
usage fees based upon actual usage of the services provided.
Revenues from usage fees are recognized at a point in time
when the service is provided.

F-16

Financial Technology
Software subscription and ongoing services
Financial Crime Management Technology
Our financial crime management technology business, which
includes our Nasdaq Verafin solution, primarily consists of
SaaS revenues. We enter into subscription agreements which
allow customers access to our cloud platform. Subscription
agreements are generally three years in term, payable in
advance, with the option of automatic renewal for some
products. Nasdaq Verafin is offered as a cloud service
whereby the software is hosted and managed for customers.
These hosted agreements generally include a license, hosting
services and maintenance services. We have determined that
these services are not distinct in the context of the hosting
arrangement as the customer cannot benefit from the license
or maintenance without the hosting services. Cloud revenues
are 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.
Regulatory Technology
Regulatory Technology includes AxiomSL and surveillance
solutions.
AxiomSL solutions
AxiomSL provides financial institutions with risk & financial
regulatory reporting and risk management solutions. The
products can be offered as an on-premises or as a cloud
service agreement. Agreements are generally three to five
years in term.
The AxiomSL on-premises offering includes software
licenses and PCS, which includes frequent and ongoing
mandatory regulatory updates. Historically, the licenses and
the PCS were considered distinct performance obligations,
with l icense revenue recognized upfront at the point in time
when the software is made available to the customer, and
support 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.
AxiomSL can also be offered as a cloud service and primarily
consists of SaaS revenues. AxiomSL SaaS revenues are
recognized similar to our Nasdaq Verafin solution.
Surveillance
Our surveillance solutions are primarily offered as a cloud
service, consisting of SaaS revenues . W e enter into
subscription agreements which allow customers access to our
cloud platform or a connection to our servers to access the
software. Subscription agreements are generally three years
in term, payable in advance, with the option of automatic
renewal for some products. Surveillance SaaS revenues are
recognized similar to our Nasdaq Verafin solution .
Capital Markets Technology
Capital Markets Technology includes our Calypso and
market technology solutions as well as trade management
services.
Calypso solutions
Our Calypso product offering includes on-premises and cloud
service agreements. Agreements are generally three to five
years in term.
For our on-premises offering, a license provides customers
with the right to use the software at its current state at the
time it is made available to the customer. These contracts
generally consist of the following distinct performance
obligations: l icense and PCS. In allocating the contractual
price to each performance obligation, we have used our best
estimate of the stand-alone selling price. Consideration is
first allocated to performance obligations with established
stand-alone selling prices based on observable evidence.
License revenue is recognized upfront at the point in time
when the software is made available to the customer as this is
the point the user of the software can direct the use of and
obtain substantially all of the remaining benefits from the
software 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 se rvice.
We recognize Calypso SaaS revenues from cloud service
agreements similar to our Nasdaq Verafin solution .
Market technology solutions
Our market technology revenues primarily consist of
software licensing and PCS revenues, SaaS revenues, and
professional installation services and change request
revenues.
We enter into long-term contracts with customers to develop
customized technology solutions, license the right to use
software, and provide support and other services to our
customers. We also enter into agreements to modify the
system solutions sold by Nasdaq after delivery has occurred.
In terms of our SaaS revenues, we enter into cloud service
subscription agreements which allow customers to connect to
our servers to access our software.
Our long-term contracts with customers to develop
customized technology solutions, license the right to use
software and provide support and other services to our
customers have multiple performance obligations. The
performance obligations are generally: (i) software license
and professional installation services and (ii) PCS. We have
determined that the software license and installation services
are not distinct as the license and the customized installation
service are inputs to produce the combined output, a
functional and integrated software system.
For contracts with multiple performance obligations, we
allocate the contract transaction price to each performance
obligation using our best estimate of the standalone selling
price of each distinct good or service in the contract. In
instances where standalone selling price is not directly
observable, such as when we do not sell the product or
service separately, we determine the standalone selling price
predominantly through an expected cost plus a margin
approach.

F-17

For our long-term contracts, payments are generally made
throughout the contract life and can be dependent on either
reaching certain milestones or paid upfront in advance of the
service period depending on the stage of the contract. For
subscription agreements, contract payment terms can be
quarterly, annually or monthly, in advance. For all other
contracts, payment terms vary.
We generally recognize revenue over time as our customers
simultaneously receive and consume the benefits provided by
our performance because 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. For these services, we
recognize revenue over time using costs incurred to date
relative to total estimated costs at completion to measure
progress toward satisfying our performance obligation.
Incurred costs represent work performed, which corresponds
with, and thereby depicts, the transfer of control to the
customer. Contract costs generally include labor and direct
overhead. For PCS services, we recognize revenue ratably
over the service period beginning on the date our service is
made available to the customer since the customer receives
and consumes the benefit consistently over the period as
Nasdaq provides the services.
Accounting for our long-term contracts requires judgment
relative to assessing risks and their impact on the estimate of
revenues and costs. Our estimates are impacted by factors
such as the potential for schedule and technical issues,
productivity, and the complexity of work performed. When
adjustments in estimated total contract costs are required, any
changes in the estimated revenues from prior estimates are
recognized in the current period for the effect of such change.
If estimates of total costs to be incurred on a contract exceed
estimates of total revenues, a provision for the entire
estimated loss on the contract is recorded in the period in
which the loss is determined.
Market Technology SaaS revenues are recognized similar to
our Nasdaq Verafin solution .
Software Professional Services
As part of Nasdaq's Financial Technology on-premise and
cloud-based offerings, Nasdaq provides professional services
primarily as part of up-front non-complex implementations.
These services can include multiple activities such as initial
software installation, software configuration, data
conversion/migration, non-complex interfacing and end-user
acceptance testing. The professional services activities are all
combined into a single distinct performance obligation, with
the exception of our market technology professional
installation services for our on-premise offering discussed
above. Professional services are generally provided to
customers at a fixed price, which are billed pursuant to
contractual or invoicing milestones agreed upon with the
customer in the contract. Professional services revenue is
recognized over time as our customers simultaneously
receive and consume the benefits provided by our
performance. Professional services revenue offered at a fixed
price is recognized using the input method to measure
progress towards complete satisfaction of the services,
Professional services are also offered to customers on a time
and expense basis, with revenue recognized based on the
actual hou rs incur red.
Tra de management services
Through our trade management services, we provide market
participants with a wide variety of alternatives for connecting
to and accessing our markets for a fee. We also offer market
participants colocation services, whereby we charge firms for
cabinet space and power to house their own equipment and
servers within our data centers. These participants are
charged monthly fees for cabinet space, connectivity and
support in accordance with our published fee schedules.
These fees are recognized on a monthly basis when the
performance obligation is met. We also earn revenues from
annual and monthly exchange membership and registration
fees. Revenues for monthly exchange membership and
registration fees are recognized on a monthly basis as the
service is provided. Revenues from annual fees for exchange
membership and registration fees are recognized ratably over
the following twelve -month period since the customer
receives and consumes the benefit as Nasdaq provides the
service.
Market Services
Transaction-Based Trading and Clearing
Transaction-based trading and clearing includes equity
derivative trading and clearing, cash equity trading and fixed
income, currency and commodities trading revenues. Nasdaq
charges transaction fees for trades executed on our
exchanges, as well as on orders that are routed to and
executed on other market venues. Nasdaq charges clearing
fees for contracts cleared with Nasdaq Clearing.
In the U.S., transaction fees are based on trading volumes for
trades executed on our U.S. exchanges and in Europe,
transaction fees are based on the volume and value of traded
and cleared contracts. In Canada, transaction fees are based
on trading volumes for trades executed on our Canadian
exchange.
Nasdaq satisfies its performance obligation for trading
services upon the execution of a customer trade and clearing
services when a contract is cleared, as trading and clearing
transactions are substantially complete when they are
executed and we have no further obligation to the customer at
that time. Transaction-based trading and clearing fees can be
variable and are based on trade volume tiered discounts.
Transaction revenues, as well as any tiered volume discounts,
are calculated and billed monthly in accordance with our
published fee schedules. In the U.S., we also pay liquidity
payments to customers based on our published fee schedules.
We use these payments to improve the liquidity on our
markets and therefore recognize those payments as a cost of
revenue.
For U.S. equity derivative trading, we credit a portion of the
per share execution charge to the market participant that
provides the liquidity. For U.S. and Canadian cash equity
trading, including for The Nasdaq Stock Market, Nasdaq

F-18

PSX and Nasdaq CXC, we credit a portion of the per share
execution charge to the market participant that provides the
liquidity, and for Nasdaq BX and Nasdaq CX2, we credit a
portion of the per share execution charge to the market
participant that takes the liquidity. We record these credits as
transaction rebates that are included in transaction-based
expenses in the Consolidated Statements of Income. These
transaction rebates are paid on a monthly basis and the
amounts due are included in accounts payable and accrued
expenses in the Consolidated Balance Sheets.
In the U.S., w e pay Section 31 fees to the SEC for
supervision and regulation of securities markets. We pass
these costs along to our customers through our equity
derivative trading and clearing fees and our cash equity
trading fees. We collect the fees as a pass-through charge
from organizations executing eligible trades on our options
exchanges and our cash equity platforms and we recognize
these amounts in transaction-based expenses when incurred.
Section 31 fees received are included in cash and cash
equivalents in the Consolidated Balance Sheets at the time of
receipt and, as required by law, the amount due to the SEC is
remitted semiannually and recorded as Section 31 fees
payable to the SEC in the Consolidated Balance Sheets until
paid. Since the amount recorded as revenues is equal to the
amount recorded as transaction-based expenses, there is no
impact on our revenues less transaction-based expenses. As
we hold the cash received until payment to the SEC, we earn
interest income on the related cash balances.
Under our Limitation of Liability Rule and procedures, we
may, subject to certain caps, provide compensation for losses
directly resulting from our systems’ actual failure to correctly
process an order, quote, message or other data into our
platform. We do not record a liability for any potential claims
that may be submitted under the Limitation of Liability Rule
unless they meet the provisions required in accordance with
U.S. GAAP. As such, losses arising as a result of the rule are
accrued and charged to expense only if the loss is probable
and estimable.
U.S. Tape Plans
For U.S. Tape plans, revenues are collected monthly based
on published fee schedules and distributed quarterly to the
U.S. exchanges based on a formula required by Regulation
NMS that takes into account both trading and quoting
activity. These revenues are presented on a net basis as all
indicators of principal-versus-agent reporting under U.S.
GAAP have been considered in analyzing the appropriate
presentation of the revenue sharing. The following are
primary indicators of net reporting:
• As administrator of the UTP plan, we facilitate, but do not
direct, the collection and distribution of fees on behalf of
plan participants. As a participant, we share in the net
distribution of revenues according to the plan on the same
terms as all other plan participants.
• Key decisions, including fee levels and other plan actions,
are made by the plan’s operating committee. The
committee, which includes all participants (including us
solely in our role as a participant), sets distributor and
subscriber fees and oversees plan activities, subject to SEC
approval.
• The participants collectively share the risks and rewards of
the plan. Credit risk and variability in distributions are
shared proportionally under the plan, consistent with an
agent relationship for the administrator.
Other Revenues
For the years ended December 31, 2025 , 2024 and 2023,
Other revenues include revenues related to our Nordic power
futures business. See “Market Services” of Note 1,
“Organization and Nature of Operations,” and Note 4,
“Acquisition and Divestitures,” for further discussion .
Revenues from this business are reflected in Other revenues
for all periods presented. Previously these revenues were
included in our Market Services and Capital Access
Platforms segments.
Other revenues also includes revenues related to our Solovis
business which was sold in October 2025. S ee “Capital
Access Platforms” of Note 1, “Organization and Nature of
Operations,” and Note 4, “Acquisition and Divestitures,” for
further discussion. Revenues from this business are reflected
in other revenues in the Consolidated Statements of Income
for all periods presented. Prior to the sale, these revenues
were included in our Capital Access Platforms segment.
The presentation of the above items within Other revenues is
intended to facilitate comparability across periods.
Earnings Per Share
We present both basic and diluted earnings per share. Basic
earnings per share is computed by dividing net income
attributable to Nasdaq by the weighted-average number of
common shares outstanding for the period. Diluted earnings
per share is computed by dividing net income attributable to
Nasdaq by the weighted-average number of common shares
and common share equivalents outstanding during the period
and reflects the assumed conversion of all dilutive securities,
which primarily consist of restricted stock, PSUs, and
e mployee stock options . Common share equivalents are
excluded from the computation in periods for which they
have an anti-dilutive effect. Stock options for which the
exercise price exceeds the average market price over the
period are anti-dilutive and, accordingly, are excluded from
the calculation. Shares which are considered contingently
issuable are included in the computation of dilutive earnings
per share on a weighted average basis when management
determines the applicable performance criteria would have
been met if the performance period ended as of the date of
the relevant computation. See Note 13, “Earnings Per Share,”
for further discussion.

F-19

Pension, SERP and Other Post-Retirement Benefit Plans
We maintain nonqualified SERPs for certain senior
executives and other post-retirement benefit plans for eligible
employees in the U.S. Most employees outside the U.S. are
covered by local retirement plans or by applicable social
laws. Benefits under social laws are generally expensed in the
periods in which the costs are incurred.
The nonqualified SERPs and other post-retirement benefit
plans are measured using actuarial valuations. Actuarial gains
and losses are recorded in accumulated other comprehensive
loss in the Consolidated Balance Sheets. We assess our
nonqualified SERPs and other post-retirement benefit plan
assumptions on an annual basis. In evaluating these
assumptions, we consider many factors, including evaluation
of the discount rate, which is modified to reflect the
prevailing market rates at the measurement date of a high-
quality fixed-income debt instrument portfolio that would
provide the future cash flows needed to pay the benefit
obligations as they come due. Actuarial assumptions are
based upon management’s best estimates and judgment. See
Note 10, “Retirement Plans,” for further discussion.
Share-Based Compensation
Nasdaq uses the fair value method of accounting for share-
based awards. Share-based awards, or equity awards, include
restricted stock, PSUs, and stock options. The fair value of
restricted stock units awarded and PSUs, other than PSUs
granted with market conditions, is determined based on the
grant date closing stock price less the present value of future
cash dividends. We estimate the fair value of PSUs granted
with market conditions using a Monte Carlo simulation
model at the date of grant. The fair value of stock options are
estimated using the Black-Scholes option-pricing model.
We generally recognize compensation expense for equity
awards on a straight-line basis over the requisite service
period of the award, taking into account an estimated
forfeiture rate. Granted but unvested shares are generally
forfeited upon termination of employment.
Excess tax benefits or expense related to employee share-
based payments, if any, are recognized as income tax benefit
or expense in the Consolidated Statements of Income when
the awards vest or are settled.
Nasdaq also has an ESPP that allows eligible employees to
purchase a limited number of shares of our common stock at
six -month intervals, called offering periods, at 85.0 % of the
lower of the fair market value on the first or the last day of
each offering period. The 15.0 % discount given to our
employees is included in compensation and benefits expense
in the Consolidated Statements of Income.
See Note 11, “Share-Based Compensation,” for further
discussion.
Merger and Strategic Initiatives
We incur incremental direct merger and strategic initiative
costs relating to various completed and potential acquisitions,
divestitures, and other strategic opportunities. These costs
generally include integration costs, as well as legal, due
diligence and other third-party transaction costs and are
expensed as incurred.
Fair Value Measurements
Fair value is defined as the price that would be received from
selling an asset or paid to transfer a liability, or the exit price,
in an orderly transaction between market participants at the
measurement date. When determining the fair value
measurements for assets and liabilities required or permitted
to be either recorded or disclosed at fair value, we consider
the principal or most advantageous market in which we
would transact, and we also consider assumptions that market
participants would use when pricing the asset or liability. Fair
value measurement establishes a hierarchy of valuation
techniques based on whether the inputs to those valuation
techniques are observable or unobservable. Observable inputs
reflect market data obtained from independent sources, while
unobservable inputs reflect Nasdaq’s market assumptions.
These two types of inputs create the following fair value
hierarchy:
• Level 1: Quoted prices for identical instruments in active
markets.
• Level 2: Quoted prices for similar instruments in active
markets; quoted prices for identical or similar instruments
in markets that are not active; and model-derived
valuations whose inputs are observable or whose
significant value drivers are observable.
• Level 3: Instruments whose significant value drivers are
unobservable.
This hierarchy requires the use of observable market data
when available.
See Note 14, “Fair Value of Financial Instruments,” for
further discussion.
Tax Matters
We use the asset-liability method to determine income taxes
on all transactions recorded in the consolidated financial
statements. Deferred tax assets (net of valuation allowances)
and deferred tax liabilities are presented net by jurisdiction as
either a non-current asset or liability in the Consolidated
Balance Sheets, as appropriate. Deferred tax assets and
liabilities are determined based on differences between the
financial statement carrying amounts and the tax basis of
existing assets and liabilities (i.e., temporary differences) and
are measured at the enacted rates that will be in effect when
these differences are realized. If necessary, a valuation
allowance is established to reduce deferred tax assets to the
amount that is more likely than not to be realized.
In order to recognize and measure our unrecognized tax
benefits, management determines whether a tax position is
more likely than not to be sustained upon examination,
including resolution of any related appeals or litigation

F-20

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. Interest and/or penalties related to income tax
matters are recognized in income tax expense .
Subsequent Events
We have evaluated subsequent events through the issuance
date of this Annual Report on Form 10-K.
Recently Adopted Accounting Pronounce men ts
• In December 2023, the FASB issued ASU 2023-09,
“Income Taxes (Topic 740): Improvements to Income Tax
Disclosures.” The guidance enhances income tax
disclosure requirements by requiring public entities to
provide additional information in its tax rate reconciliation
and additional disclosures about income taxes paid. We
adopted this update on a prospective basis during the
current period. See Note 17, “Income Taxes,” for the
expanded disclosures.
Accounting Pronouncements Not Yet Adopted
• In November 2024, the FASB issued ASU 2024-03,
“Income Statement—Reporting Comprehensive Income—
Expense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expenses.” This
guidance will require disclosures about specific types of
expenses included in the expense captions presented on the
face of the income statement. The update is effective for
annual periods beginning after December 15, 2026, and
interim periods beginning after December 15, 2027, with
early adoption permitted. Prospective application is
required and retrospective application is permitted. We are
currently evaluating the impact of adopting this ASU on
our income statement disaggregation disclosures. We do
not believe this update will have a material impact on our
consolidated financial statement disclosures.
• In September 2025, the FASB issued ASU 2025-06,
“Intangibles – Goodwill and Other – Internal-Use Software
(Subtopic 350-40): Targeted Improvements to the
Accounting for Internal-Use Software.” The new guidance
removes references to various stages of a software
development project to align better with current software
development methods, such as agile programming. Under
the new standard, entities will start capitalizing eligible
costs when (1) management has authorized and committed
to funding the software project, and (2) it is probable that
the project will be completed and the software will be used
to perform the function intended. The update is effective
for interim and annual periods beginning after December
15, 2027, with early adoption permitted. The guidance can
be applied on a prospective basis, a modified basis for in-
process projects, or a retrospective basis. We are
evaluating the impact this amended guidance may have on
our consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH
CUSTOMERS
D i saggregation of Revenue
The following table summarizes the disaggregation of
revenue by major product and service and by segment for the
years ended December 31, 2025 , 2024 and 2023:

Year Ended December 31,

2025

2024

2023

(in millions)

Capital Access Platforms

Data & Listing Services

$ 804

$ 754

$ 749

Index

827

706

528

Workflow & Insights

506

485

467

Financial Technology

Financial Crime Management
Technology

331

273

223

Regulatory Technology

428

352

212

Capital Markets Technology

1,091

996

664

Market Services, net

1,201

1,020

987

Other revenues

Revenues less transaction-
based expenses

$ 5,249

$ 4,649

$ 3,895

Substantially all revenues from the Capital Access Platforms
and Financial Technology segments were recognized over
time for the years ended December 31, 2025 , 2024 and 2023.
For the years ended December 31, 2025 , 2024 and 2023,
approximately 95.3 % , 95.3 % and 93.0 % , respectively, of
Market Services revenues were recognized at a point in time
and 4.7 % , 4.7 % and 7.0 % , respectively, were recognized
over time. See "Revenue Recognition and Transaction-Based
Expenses" in Note 2, "Summary of Significant Accounting
Policies," for additional detail on Other Revenues.
During the third quarter of 2024, as part of finalizing the
purchase accounting of the Adenza acquisition, we
implemented a change to the accounting treatment of the
revenues associated with AxiomSL on-premises subscription
contracts, which are included in the Regulatory Technology
business within the Financial Technology segment. Starting
in the third quarter of 2024, we began recognizing
AxiomSL’s subscription-based revenues on a ratable basis
over the contract term. The change reflects new information
obtained on the frequent and ongoing mandatory updates to
AxiomSL's regulatory reporting software, which are critical
to the utility and value of the product for the client. As a
result of this change, we recognized a one-time revenue
reduction of $ 32 million in the third quarter of 2024,
reflecting the net impact of the accounting change since the
date of the Adenza acquisition. See Note 4, “Acquisition and
Divestitures,” for further discussion on the measurement
period adjustment.

F-21

Contract Balances
S ubstantially all of our revenues are considered to be
revenues from contracts with customers. The related accounts
receivable balances are recorded in the Consolidated Balance
Sheets as receivables, which are net of allowance for doubtful
accounts of $ 11 million as of December 31, 2025 and $ 10
million as of December 31, 2024 . Changes to the allowance
for doubtful accounts during the year ended December 31,
2025 were not material to our consolidated financial
statements. We do not have obligations for warranties,
returns or refunds to customers.
Deferred revenue represents consideration received that is yet
to be recognized as revenue for unsatisfied performance
obligations and is the only significant contract asset or
liability as of December 31, 2025 . See Note 8, “Deferred
Revenue,” for our discussion on deferred revenue balances,
activity, and expected timing of recognition.
We do not provide disclosures about the transaction price
allocated to unsatisfied performance obligations if contract
durations are less than one year. For our initial listings, the
transaction price allocated to remaining performance
obligations is included in deferred revenue, and therefore not
included below. For our Financial Crime Management
Technology, Regulatory Technology, Capital Markets
Technology and Workflow & Insights contracts, the portion
of transaction price allocated to unsatisfied performance
obligations is presented in the table below. The timing in the
table below is based on our best estimates as, for certain
contracts, the recognition is primarily dependent upon the
completion of customization and any significant
modifications made pursuant to existing contracts. To the
extent consideration has been received, unsatisfied
performance obligations would be included in the table below
as well as deferred revenue.
T he following table summarizes the amount of the
transaction price allocated to performance obligations that are
unsatisfied, for contract durations greater than one year, as of
December 31, 2025 :

Financial
Crime
Management
Technology

Regulatory
Technology

Capital
Markets
Technology

Workflow
&
Insights

Total

(in millions)

2026

$ 341

$ 328

$ 359

$ 168

$ 1,196

2027

276

261

314

103

954

2028

166

192

251

656

2029

107

154

356

2030

209

2031+

228

267

Total

$ 866

$ 988

$ 1,405

$ 379

$ 3,638

4. ACQUISITION AND DIVESTITURES
Divestitures
In January 2025, we entered into an agreement to transfer
existing open positions in our Nordic power futures business
to a European exchange. In June 2025, this transaction was
completed and consideration was received. Migration of open
positions are planned to take place by the end of the first
quarter of 2026. We expect to wind down the commodities
clearing and trading services in the second half of 2026, and
the business to be wound down in the months following. In
connection with the successful migration of open positions,
Nasdaq may receive additional consideration in 2026 and
2027, and is expected to release regulatory capital in the
medium term.
In April 2025, Nasdaq completed the sale of our Nasdaq Risk
Modelling for Catastrophes business which was previously
included in Capital Markets Technology within our Financial
Technology segment.
In October 2025, Nasdaq completed the sale of our Solovis
business which was previously included in Workflow &
Insights within our Capital Access Platforms segment.
The net impact of the transactions described above are
included in net gain on divestitures in the Consolidated
Statements of Income.
Acquisition
On November 1, 2023, Nasdaq completed the acquisition of
Adenza, a provider of mission-critical risk management and
regulatory software to the financial services industry, for a
total purchase consideration of $ 9,984 million. The purchase
price consisted of $ 5.75 billion in cash and 85.6 million
shares of Nasdaq common stock. The shares of common
stock were issued to Thoma Bravo, the sole shareholder of
Adenza, and represented approximately 15 % of the
outstanding shares of Nasdaq at the time . As of December
31, 2025 , Thoma Bravo no longer holds any shares of our
common stock.

(in millions,
except price per
share)

Shares of Nasdaq common stock issued

85.6

Closing price per share of Nasdaq common
stock on November 1, 2023

$ 48.71

Fair value of equity portion of the purchase
consideration

$ 4,170

Cash consideration

$ 5,814

Total purchase consideration

$ 9,984

The amounts in the table below represent the preliminary
allocation of the purchase price to the acquired intangible
assets, the deferred tax liability on the acquired intangible
assets and other assets acquired and liabilities assumed based
on their preliminary respective estimated fair values on the
date of acquisition.

F-22

The excess purchase price over the net tangible and acquired
intangible assets has been recorded as goodwill. The
goodwill recognized is attributable primarily to expected
synergies and is assigned to our Financial Technology
segment.

(in millions)

Goodwill

$ 5,933

Acquired intangible assets

5,050

Receivables, net

236

Other net assets acquired

153

Cash and cash equivalents

Accrued personnel costs

( 44 )

Deferred revenue

( 130 )

Deferred tax liability on acquired intangible
assets

( 1,262 )

Total purchase consideration

$ 9,984

In the third quarter of 2024, we recorded a purchase
accounting adjustment to the estimated purchase price
allocation shown above and disclosed as of December 31,
2023. This adjustment relates to the impact of the change
from upfront to ratable revenue recognition for AxiomSL on-
premises contracts entered into prior to the acquisition date,
as described above, and decreased accrued income (which
reflects revenue earned but not yet billed and included in
receivables above) by $ 46 million , increased deferred
revenue by $ 56 million and increased goodwill by $ 77
million , net of a deferred tax asset of $ 25 million . In the
fourth quarter of 2024, we finalized the purchase accounting
for this acquisition.
Intangible Assets
The following table presents the details of acquired intangible
assets at the date of acquisition. Acquired intangible assets
with finite lives are amortized using the straight-line method.

Customer
Relationships

Technology

Trade
Names

Total
Acquired
Intangible
Assets

Intangible asset
value (in millions)

$ 3,740

$ 950

$ 360

$ 5,050

Discount rate used

9.5 %

8.5 %

Estimated average
useful life

22 years

6 years

20 years

We valued the customer relationships using an income
approach, specifically an excess earnings method, and
included a discounted tax amortization benefit assuming a
15 -year tax amortization period. Technology, which included
acquired developed technology relating to AxiomSL and
Calypso, and t rade nam es, representing industry recognition
and reputation for the quality of the AxiomSL and Calypso
platforms, were valued using the income approach,
specifically the relief-from-royalty method, which estimates
the cost savings from owning these assets rather than paying
royalties. Discount rates applied reflect risks associated with
projected cash flows for each asset relative to the overall
business.
Pro Forma Results and Acquisition-Related Costs
From the date of acquisition through December 31, 2023,
Adenza revenues of $ 149 million were included in Financial
Technology revenues in the Consolidated Statement of
Income and Adenza operating income of $ 55 million was
included in our operating income in the Consolidated
Statement of Income .
Acquisition-related costs were expensed as incurred and are
included in merger and strategic initiatives expense in the
Consolidated Statements of Income.
Supplemental Pro Forma Information (Unaudited)
The unaudited supplemental pro forma financial information
presented below is for illustrative purposes only and is not
necessarily indicative of the financial position or results of
operations that would have been realized if the acquisition
had been completed on the date indicated, does not reflect
synergies that might have been achieved, nor is it indicative
of future operating results or financial position.
The following supplemental pro forma financial information
presents the combined results of operations as if Adenza had
been acquired as of January 1, 2022. The pro forma
adjustments are based upon currently available information
and certain assumptions we believe are reasonable under the
circumstances. These adjustments primarily include a net
increase in amortization expense that would have been
recognized due to acquired identifiable intangible assets, a
net increase to interest expense to reflect the additional
borrowings for the financing of the Adenza acquisition net of
the interest expense relating to the repayment of Adenza’s
historical debt, and the related income tax effects of the
adjustments noted above.
The unaudited supplemental pro forma financial information
for the periods presented is as follows:

Year Ended December 31,

2023

(in millions)

Pro forma revenues less transaction-
based expenses

$ 4,329

Pro forma operating income

1,485

Pro forma net income attributable to
Nasdaq

822

F-23

5. GOODWILL AND ACQUIRED INTANGIBLE
ASSETS
Goodwill
The following table presents the changes in goodwill by
business segment during the year ended December 31, 2025 :

(in millions)

Capital Access Platforms

Balance at December 31, 2024

$ 4,127

Divestiture and acquisition of a business

( 19 )

Foreign currency translation adjustments

177

Balance at December 31, 2025

$ 4,285

Financial Technology

Balance at December 31, 2024

$ 7,925

Divestiture of a business

( 9 )

Foreign currency translation adjustments

Balance at December 31, 2025

$ 7,952

Market Services

Balance at December 31, 2024

$ 1,905

Foreign currency translation adjustments

229

Balance at December 31, 2025

$ 2,134

Total

Balance at December 31, 2024

$ 13,957

Acquisition and divestitures of businesses

( 28 )

Foreign currency translation adjustments

442

Balance at December 31, 2025

$ 14,371

Goodwill represents the excess of purchase price over the
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. Upon the sale of a business, we also allocate a
portion of goodwill to the business being sold, based on the
relative fair value of the business and the portion of the
reporting unit that we are retaining. We test goodwill for
impairment at the reporting unit level annually, or in interim
periods if certain events occur indicating that the carrying
amount may be impaired, 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.
There was no impairment of goodwill or indefinite-lived
intangibles for the years ended December 31, 2025 , 2024 and
2023; however, events such as prolonged economic weakness
or unexpected significant declines in operating results of any
of our reporting units or businesses may result in goodwill
impairment charges in th e future.
Acquired Intangible Assets
The following table presents details of our total acquired
intangible assets, both finite- and indefinite-lived :

December
31, 2025

December
31, 2024

Finite-Lived Intangible Assets

(in millions)

Gross Amount:

Technology

$ 1,222

$ 1,234

Customer relationships

5,711

5,720

Trade names and other

405

417

Foreign currency translation
adjustment

( 163 )

( 237 )

Total gross amount

$ 7,175

$ 7,134

Accumulated Amortization:

Technology

$ ( 531 )

$ ( 348 )

Customer relationships

( 1,432 )

( 1,164 )

Trade names and other

( 53 )

( 43 )

Foreign currency translation
adjustment

113

153

Total accumulated amortization

$ ( 1,903 )

$ ( 1,402 )

Net Amount:

Technology

$ 691

$ 886

Customer relationships

4,279

4,556

Trade names and other

352

374

Foreign currency translation
adjustment

( 50 )

( 84 )

Total finite-lived intangible assets

$ 5,272

$ 5,732

Indefinite-Lived Intangible Assets

Exchange and clearing registrations

$ 1,257

Trade names

121

Licenses

Foreign currency translation
adjustment

( 191 )

( 257 )

Total indefinite-lived intangible
assets

$ 1,239

$ 1,173

Total intangible assets, net

$ 6,511

$ 6,905

There was no impairment of intangible assets for the years
ended December 31, 2025 , 2024 and 2023.
The following tables present our amortization expense for
acquired finite-lived intangible assets:

Year Ended December 31,

2025

2024

2023

(in millions)

Amortization expense

$ 487

$ 488

$ 206

F-24

The table below presents t he estimated future amortization
expense (excluding the impact of foreign currency translation
adjustments of $ 50 million as of December 31, 2025 ) of
acquired finite-lived intangible assets as of December 31,
2025 :

(in millions)

2026

$ 504

2027

494

2028

460

2029

433

2030

256

2031+

3,175

Total

$ 5,322

6. INVESTMENTS
The following table presents the details of our investments:

December 31, 2025

December 31, 2024

(in millions)

Financial investments

$ 28

$ 184

Equity method investments

512

417

Equity securities

175

121

Financial Investments
Financial investments are comprised of trading securities,
primarily highly rated European government debt securities,
of which $ 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. The decrease in
financial investments held for regulatory purposes as of
December 31, 2025 is due to more regulatory capital being
invested in shorter term investments, which meet the criteria
to be classified as cash equivalents, and are included in
restricted cash and cash equivalents in the Consolidated
Balance Sheets.
Equity Method Investments
We record our estimated pro-rata share of earnings or losses
each reporting period and record any dividends as a reduction
in the investment balance. As of December 31, 2025 and
2024, our equity method investments primarily included our
40.0 % equity interest in OCC.
The carrying amounts of our equity method investments are
included in other non-current assets in the Consolidated
Balance Sheets. No material impairments were recorded for
the years ended December 31, 2025 , 2024 and 2023.
Net income recognized from our equity interest in the
earnings and losses of these equity method investments was
$ 83 million , $ 16 million and $( 7 ) million for the years ended
December 31, 2025 , 2024 and 2023, respectively. For the
year ended December 31, 2025 , higher equity interest in the
earnings of OCC, as compared to 2024, was primarily driven
by elevated U.S. industry trading volumes.
Equity Securities
The carrying amounts of our equity securities are included in
other non-current assets in the Consolidated Balance Sheets.
The majority of our equity securities as of December 31,
2025 do not have a readily determinable fair value and
therefore we have elected the measurement alternative. No
material adjustments were made to the carrying value of
these equity securities for the years ended December 31,
2025 , 2024 and 2023. We mark-to-market e quity securities
which have a readily determinable fair value, with gains and
losses recognized in other income (loss) in the Consolidated
Statements of Income. Net loss from the change in fair value
of these equity securities was $ 44 million for the year ended
December 31, 2025 , and immaterial for the years ended
December 31, 2024 and 2023. As of December 31, 2025 and
December 31, 2024 , our equity securities primarily represent
various strategic minority investments made through our
corporate venture program. Our investment in equity
securities is included in other investing activities in the
Consolidated Statements of Cash Flows.

7. PROPERTY AND EQUIPMENT, NET
The following table presents our major categories of property
and equipment, net:

December 31,

2025

2024

(in millions)

Data processing equipment and
software

$ 1,111

$ 905

Furniture, equipment and
leasehold improvements

362

294

Total property and equipment

1,473

1,199

Less: accumulated depreciation
and amortization and
impairment charges

( 745 )

( 606 )

Total property and equipment,
net

$ 728

$ 593

Depreciation and amortization expense for property and
equipment was $ 145 million for the year ended December
31, 2025 , $ 125 million for the year ended December 31,
2024 , and $ 117 million for the year ended December 31,
2023. These amounts are included in depreciation and
amortization expense in the Consolidated Statements of
Income.
We recorded pre-tax, non-cash property and equipment asset
impairment charges on capitalized software that was retired
and accelerated depreciation expense on certain assets as a
result of a decrease in their useful life, primarily in relation to
our restructuring programs. These charges were not material
for 2025, $ 37 million in 2024 and $ 12 million in 2023. See
Note 20, “Restructuring Charges,” for further discussion.
There were no other material impairments of property and
equipment recorded in 2025, 2024 and 2023.
As of December 31, 2025 , 2024 and 2023, we did not own
any real estate properties.

F-25

8. DEFERRED REVENUE
Deferred revenue represents consideration received that is yet
to be recognized as revenue. The changes in our deferred
revenue during the year ended December 31, 2025 are
reflected in the following table:

Balance at
December
31, 2024

Additions

Revenue
Recognized

Adjustments

Balance at
December
31, 2025

Capital Access Platforms:

(in millions)

Initial Listings

$ 89

$ 38

$ ( 34 )

$ 3

$ 96

Annual
Listings

( 2 )

Workflow &
Insights

194

193

( 181 )

( 7 )

199

Other

( 14 )

Financial Technology:

Financial
Crime
Management
Technology

148

185

( 144 )

—

189

Regulatory
Technology

147

149

( 135 )

166

Capital
Markets
Technology

186

174

( 168 )

196

Total

$ 788

$ 754

$ ( 678 )

$ 9

$ 873

In the above table:
• Additions include deferred revenue billed in the current
period, net of recognition.
• Revenue recognized includes revenue recognized during
the current period that was included in the beginning
balance.
• Adjustments include the impact from foreign currency
translation adjustments and the impact of any acquisitions
or divestitures completed during the period.
• Other, within our Capital Access Platforms segment,
primarily includes deferred revenue from our non-U.S.
listing of additional shares fees and our Index business.
As of December 31, 2025 , we estimate that our deferred
revenue will be recognized in the following years:

Fiscal year
ended:

2026

2027

2028

2029

2030

2031+

Total

Capital Access Platforms:

(in millions)

Initial
Listings

$ 39

$ 26

$ 14

$ 9

$ 6

$ 2

$ 96

Annual
Listings

—

Workflow &
Insights

196

—

199

Other

—

Financial Technology:

Financial
Crime
Management
Technology

186

—

189

Regulatory
Technology

163

—

166

Capital
Markets
Technology

185

—

196

Total

$ 785

$ 49

$ 21

$ 10

$ 6

$ 2

$ 873

The timing of recognition of deferred revenue related to
certain contracts represents our best estimates as the
recognition is primarily dependent upon the completion of
customization and any significant modifications made
pursuant to existing contracts.

F-26

9. DEBT OBLIGATIONS
The following table presents the changes in the carrying
amounts of our debt obligation s during the year ended
December 31, 2025 :

December 31,
2024

Payments, Foreign
Currency
Translation
and Accretion

December 31,
2025

Short-term debt:

(in millions)

2025 Notes

$ 399

$ ( 399 )

$ —

2026 Notes

499

( 68 )

431

Total short-term debt

$ 898

$ ( 467 )

$ 431

Long-term debt - senior unsecured notes:

2028 Notes

935

( 142 )

793

2029 Notes

618

702

2030 Notes

617

702

2031 Notes

645

646

2032 Notes

769

105

874

2033 Notes

633

719

2034 Notes

1,220

( 98 )

1,122

2040 Notes

644

645

2050 Notes

487

488

2052 Notes

541

( 134 )

407

2053 Notes

738

739

2063 Notes

738

—

738

2022 Revolving Credit
Facility

( 3 )

( 2 )

Total long-term debt

$ 8,582

$ ( 9 )

$ 8,573

Total debt obligations

$ 9,480

$ ( 476 )

$ 9,004

In the table above, the 2026 Notes were reclassified to short-
term debt as of December 31, 2025 , including the balance as
of December 31, 2024 , for presentation purposes. Refer to
“About this Form 10-K” for further details about the
aggregate principal amounts issued, coupon rates and
maturities of the senior unsecured notes in the table above.
Senior Unsecured Notes
Our 2040 Notes were issued at par. All of our other
outstanding senior unsecured notes were issued at a discount.
As a result of the discount, the proceeds received from each
issuance were le ss than the aggregate principal amount. As of
December 31, 2025 , the amounts in the table above reflect
the aggregate principal amount, which is net of discount and
debt issuance costs, which are being accreted and amortized
through interest expense over the life of the applicable notes.
The accretion of the discount and amortization of the debt
issuance costs was $ 11 million for the year ended December
31, 2025 . Our Euro Notes are adjusted for the impact of
foreign currency translation. Our senior unsecured notes are
general unsecured obligations which rank equally with all of
our existing and future unsubordinated obligations and are
not guaranteed by any of our subsidiaries. The senior
unsecured notes were issued under indentures that, among
other things, limit our ability to consolidate, merge or sell all
or substantially all of our assets, create liens, and enter into
sale and leaseback transactions. The senior unsecured notes
may be redeemed by Nasdaq at any time, subject to a make-
whole amount.
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. In the table above, these amounts were slightly
offset by accretion of discount and debt issuance costs on the
notes of $ 2 million . As a result of the partial repayments of
these n otes , we recorded a net pre-tax gain of $ 18 million , in
general, administrative and other expense in the Consolidated
Statements of Income.
We also repaid in full the 2025 Notes at maturity for an
aggregate of $ 400 million . In the table above, $ 399 million
reflects the repayment of $ 400 million net of $ 1 million of
accretion recorded for the year ended December 31, 2025 .
Upon a change of control triggering event (as defined in the
various supplemental indentures governing the applicable
notes), the terms require us to repurchase all or part of each
holder’s notes for cash equal to 101 % of the aggregate
principal amount purchased plus accrued and unpaid interest,
if any.
The Euro Notes pay interest annually. All other notes pay
interest semi-annually. The U.S. dollar senior unsecured
notes coupon rates may vary with Nasdaq’s debt rating, to the
extent Nasdaq is downgraded below investment grade, up to
an upward rate adjustment not to exceed 2 % .
Net Investment Hedge
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 foreign currency translation gains
(losses) within accumulated other comprehensive loss in the
Consolidated Balance Sheets. For the year ended December
31, 2025 , the impact of translation increased the U.S. dollar
value of our Euro Notes by $ 357 million .
Credit Facilities
2022 Revolving Credit Facility
In December 2022, Nasdaq amended and restated its
p reviously issued $ 1.25 billion five -year revolving credit
facility, with a new maturity date of December 16, 2027.
Nasdaq intends to use funds available under the 2022
Revolving Credit Facility for general corporate purposes and
to provide liquidity to support our commercial paper
program . Nasdaq is permitted to repay borrowings under our
2022 Revolving Credit Facility at any time in whole or in
part, without penalty.
As of December 31, 2025 , no amounts were outstanding on
the 2022 Revolving Credit Facility. The $( 2 ) million balance
represents unamortized debt issuance costs which are being
amortized through interest expense over the life of the credit
facility.

F-27

Borrowings under the revolving credit facility and swingline
borrowings bear interest on the principal amount outstanding
at a variable interest rate based on either the SOFR (or a
successor rate to SOFR), the base rate (as defined in the 2022
Revolving Credit Facility agreement), or other applicable rate
with respect to non-dollar borrowings, plus an applicable
margin that varies with Nasdaq’s debt rating. We are charged
commitment fees of 0.100 % to 0.250 % , depending on our
credit rating, whether or not amounts have been borrowed.
These commitment fees are included in interest expense and
were not material for the years ended December 31, 2025 ,
2024 and 2023.
The 2022 Revolving Credit Facility contains financial and
operating covenants. Financial covenants include a maximum
leverage ratio. Operating covenants include, among other
things, limitations on Nasdaq’s ability to incur additional
indebtedness, grant liens on assets, dispose of assets and
make certain restricted payments. The facility also contains
customary affirmative covenants, including access to
financial statements, notice of defaults and certain other
material events, maintenance of properties and insurance, and
customary events of default, including cross-defaults to our
material indebtedness.
The 2022 Revolving Credit Facility includes an option for
Nasdaq to increase the available aggregate amount by up to
$ 750 million , subject to the consent of the lenders funding
the increase and certain other conditions.
We maintain a U.S. dollar commercial paper program, which
we may utilize at various times to support liquidity needs.
This program is supported by our 2022 Revolving Credit
Facility. As of December 31, 2025 and 2024 we had no
outstanding commercial paper.
Other Credit Facilities
Certain of our European subsidiaries have several other credit
facilities, which are available in multiple currencies,
primarily to support our Nasdaq Clearing operations in
Europe, as well as to provide a cash pool credit line. These
credit facilities, in aggregate, totaled $ 208 million as of
December 31, 2025 and $ 174 million as of December 31,
2024 in available liquidity, none of which was utilized.
Generally, these facilities each have a one -year term, and
renew automatically. The amounts borrowed under these
various credit facilities bear interest on the principal amount
outstanding at a variable interest rate based on a base rate (as
defined in the applicable credit agreement), plus an
applicable margin. We are charged commitment fees (as
defined in the applicable credit agreement), whether or not
amounts have been borrowed. These commitment fees are
included in interest expense and were not materia l for the
years ended December 31, 2025 , 2024 and 2023.
These facilities include customary affirmative and negative
operating covenants and events of default.
Debt Covenants
As of December 31, 2025 , we were in compliance with the
covenants of all of our debt obligations.

10. RETIREMENT PLANS
Defined Contribution Savings Plan
We sponsor a 401(k) plan, which is a voluntary defined
contribution savings plan, for U.S. employees. Employees are
immediately eligible to make contributions to the plan and
are also eligible for an employer contribution match at an
amount equal to 100.0 % of the first 6.0 % of eligible
employee contributions. The following table presents the
savings plan expense for the years ended December 31, 2025 ,
2024 and 2023, which is included in compensation and
benefits expense in the Consolidated Statements of Income:

Year Ended December 31,

2025

2024

2023

(in millions)

Savings Plan expense

$ 22

$ 19

Pension, SERP and Other Post-Retirement Benefit Plans
In June 2023, we terminated our U.S. pension plan and took
steps to wind down the plan and transfer the resulting
liability to an insurance company. This process was
completed in 2024 and, as a result, we recorded a settlement
pre-tax loss of $ 23 million to compensation and benefits
expense in the Consolidated Statements of Income for the
year ended December 31, 2024 . We continue to maintain
nonqualified SERPs for certain senior executives and other
post-retirement benefit plans for eligible employees in the
U.S. Most employees outside the U.S. are covered by local
retirement plans or by applicable social laws. Benefits under
social laws are generally expensed in the periods in which the
costs are incurred.
The total expense for these plans is included in compensation
and benefits expense in the Consolidated Statements of
Income:

Year Ended December 31,

2025

2024

2023

(in millions)

Retirement Plans expense

$ 35

$ 54

$ 34

Nonqualified Deferred Compensation Plan
We sponsor a nonqualified deferred compensation plan, the
Nasdaq, Inc. Deferred Compensation Plan . This plan
provides certain eligible employees with the opportunity to
defer a portion of their annual salary and bonus up to certain
approval limits. All deferrals and associated earnings are our
general unsecured obligations and were immaterial for the
years ended December 31, 2025 , 2024 and 2023.

F-28

11. SHARE-BASED COMPENSATION
We have a share-based compensation program for employees
and non-employee directors. Share-based awards granted
under this program include restricted stock (consisting of
restricted stock units), PSUs and stock options. For
accounting purposes, we consider PSUs to be a form of
restricted stock. Generally, annual employee awards are
granted on or about April 1 st of each year.
Summary of Share-Based Compensation Expense
The following table presents the total share-based
compensation expense resulting from equity awards and the
15.0 % discount for the ESPP for the years ended December
31, 2025 , 2024 and 2023, which is primarily included in
compensation and benefits expense in the Consolidated
Statements of Income:

Year Ended December 31,

2025

2024

2023

(in millions)

Share-based compensation expense
before income taxes

$ 165

$ 141

$ 122

Common Shares Available Under Our Equity Plan
As of December 31, 2025 , we had approximately 21.6
million shares of common stock authorized for future
issuance under our Equity Plan.
Restricted Stock
We grant restricted stock to most employees. The grant date
fair value of restricted stock units awarded are based on the
closing stock price at the date of grant less the present value
of future cash dividends. Restricted stock unit awards granted
to employees below the manager level generally vest 33 % on
the first anniversary of the grant date, 33 % on the second
anniversary of the grant date, and the remainder on the third
anniversary of the grant date. Restricted stock unit awards
granted to employees at or above the manager level generally
vest 33 % on the second anniversary of the grant date, 33 % on
the third anniversary of the grant date, and the remainder on
the fourth anniversary of the grant date.
The following table summarizes our restricted stock activity
for the years ended December 31, 2025 , 2024 and 2023:

Restricted Stock

Number of Awards

Weighted-Average
Grant Date Fair
Value

Unvested at December 31,
2022

4,380,513

$ 45.48

Granted

1,850,790

52.66

Vested

( 1,703,252 )

38.21

Forfeited

( 318,752 )

51.15

Unvested at December 31,
2023

4,209,299

51.15

Granted

1,874,976

60.16

Vested

( 1,614,071 )

47.48

Forfeited

( 291,337 )

55.57

Unvested at December 31,
2024

4,178,867

56.30

Granted

1,616,873

74.50

Vested

( 1,629,481 )

54.86

Forfeited

( 245,795 )

61.68

Unvested at December 31,
2025

3,920,464

$ 64.06

As of December 31, 2025 , $ 138 million of total unrecognized
compensation cost related to restricted stock is expected to be
recognized over a weighted-average period of 2.1 years .
PSUs
We grant three -year PSUs to certain eligible employees.
PSUs are based on performance measures that impact the
amount of shares that each PSU eligible individual receives,
subject to the satisfaction of applicable market performance
conditions, with a three -year cumulative performance period
that vest at the end of the performance period and which
settle in shares of our common stock. Compensation cost is
recognized over the three -year performance period, taking
into account an estimated forfeiture rate, regardless of
whether the market condition is satisfied, provided that the
requisite service period has been completed. Performance
will be determined by comparing Nasdaq’s TSR to two peer
groups, each weighted 50.0 % . The first peer group consists
of the S&P 500 GICS 4020 Index, which is a blend of
exchanges, as well as data, financial technology and banking
companies, and the second peer group consists of all
companies in the S&P 500. For awards granted prior to 2024,
our first peer group consisted of exchange companies, and
was replaced by the S&P 500 GICS 4020 Index to align more
closely with Nasdaq’s business and competitors for all future
grants. Nasdaq’s relative performance ranking against each of
these groups will determine the final number of shares
delivered to each individual under the program. The award
issuance under this program will be between 0.0 % and
200.0 % of the number of PSUs granted and will be
determined by Nasdaq’s overall performance against both
peer groups. However, if Nasdaq’s TSR is negative for the
three -year performance period, regardless of TSR ranking,

F-29

the award issuance will not exceed 100.0 % of the number of
PSUs granted. We estimate the fair value of PSUs granted
under the three -year PSU program using the Monte Carlo
simulation model, as these awards contain a market
condition.
In 2024, we also granted PSUs with a two -year p erfor mance
period to certain eligible executives at the senior vice
president level and above. These PSUs are based on
performance measures relating to the implementation of
certain integration actions in connection with the Adenza
acquisition. Achievement of the targets impacts the amount
of shares that each PSU eligible individual receives. The
PSUs have a two -year performance period and will vest one
year after the end of the performance period, and settle in
shares of our common stock. The award issuance under this
program will be between 0.0 % and 200.0 % of the number of
PSUs granted.
Grants of PSUs that were issued in 2022 with a three -year
performance period exceeded the applicable performance
metrics. As a result, an additional 32,802 units above the
original aggregate target amount were granted in the first
quarter of 2025 and were fully vested upon issuance.
Grants of PSUs that were issued in 2023 with a three -year
performance period exceeded the applicable performance
metrics. As a result, an additional 121,475 units above the
original target amount were granted in the first quarter of
2026 and were fully vested upon issuance. In addition, the
performance period for the two -year PSUs has ended and
exceeded the applicable performance metrics, and resulted in
the issuance of an additional 87,460 shares for
overachievement. These shares were granted in the first
quarter of 2026 and will vest in January 2027.
The following weighted-average assumptions were used to
determine the weighted-average fair values of the outstanding
PSU awards granted under the three-year PSU program
during the years ended December 31, 2025 and 2024:

2025 Grants

2024 Grants

Weighted-average risk-free
interest rate

3.82 %

4.50 %

Expected volatility

23.27 %

24.50 %

Weighted-average grant
date share price

$ 76.10

$ 62.38

Weighted-average fair value
at grant date

$ 92.57

$ 78.67

T he following table summarizes our PSU activity for the
years ended December 31, 2025 , 2024 and 2023:

PSUs

Three-Year Program

Number of
Awards

Weighted-
Average Grant
Date Fair Value

Unvested at December 31,
2022

1,966,542

$ 56.44

Granted

1,693,065

47.14

Vested

( 1,552,311 )

37.59

Forfeited

( 98,974 )

57.51

Unvested at December 31,
2023

2,008,322

$ 62.86

Granted

1,282,300

73.91

Vested

( 961,331 )

73.14

Forfeited

( 155,140 )

62.80

Unvested at December 31,
2024

2,174,151

$ 64.83

Granted

886,656

90.84

Vested

( 620,515 )

62.89

Forfeited

( 62,162 )

69.68

Unvested at December 31,
2025

2,378,130

$ 74.91

In the table above, in addition to the annual employee grant
described above, the granted amount also includes additional
awards granted based on overachievement of performance
metrics.
As of December 31, 2025 , the total unrecognized
compensation cost related to the outstanding PSU awards is
$ 80 million and is expected to be recognized over a
weighted-average period of 1.5 years .
Stock Options
There were no stock option awards granted and no stock
options exercised for the years ended December 31, 2025 ,
2024 and 2023.
A summary of our outstanding and exercisable stock options
at December 31, 2025 , 2024 and 2023 is as follows:

Number of
Stock
Options

Weighted-
Average
Exercise
Price

Weighted-
Average
Remaining
Contractual
Term (in
years)

Aggregate
Intrinsic
Value (in
millions)

Outstanding at
December 31, 2023

1,420,323

$ 41.79

Outstanding at
December 31, 2024

1,420,323

$ 41.79

Outstanding at
December 31, 2025

1,420,323

$ 41.79

3.2

$ 79

Exercisable at
December 31, 2025

806,451

$ 22.23

1.0

$ 60

F-30

As of December 31, 2025 , the aggregate pre-tax intrinsic
value represents the difference between our closing stock
price on December 31, 2025 of $ 97.13 and the exercise price,
times the number of shares that would have been received by
the option holder had the option holder exercised the stock
options on that date. This amount can change based on the
fair market value of our common stock. As of December 31,
2025 and 2024, 0.8 million outstanding stock options were
exercisable and the exercise price was $ 22.23 .
ESPP
W e have an ESPP under which approximately 10.1 million
shares of our common stock were available for future
issuance as of December 31, 2025 . Under our ESPP,
employees may purchase shares having a value not exceeding
10.0 % of their annual compensation, subject to applicable
annual Internal Revenue Service limitations. We record
compensation expense related to the 15.0 % discount that is
given to our employees.

Year Ended December 31,

2025

2024

2023

Number of shares
purchased by employees

652,291

675,064

687,688

Weighted-average price of
shares purchased

$ 69.33

$ 49.16

$ 42.33

Compensation expense (in
millions)

$ 11

$ 9

$ 7

The impact of the activity above is included in Other
issuances of common stock, net in the Consolidated
Statements of Changes in Stockholders’ Equity.

12. NASDAQ STOCKHOLDERS ’ EQUITY
Common Stock
As of December 31, 2025 , 900,000,000 shares of our
common stock were authorized, 594,620,320 shares were
issued and 569,894,024 shares were outstanding. As of
December 31, 2024 , 900,000,000 shares of our common
stock were authorized, 598,920,378 shares were issued and
575,062,217 shares were outstanding. The holders of
common stock are entitled to one vote per share, except that
our certificate of incorporation limits the ability of any
shareholder to vote in excess of 5.0 % of the then-outstanding
shares of Nasdaq common stock.
Common Stock in Treasury, at Cost
We account for the purchase of treasury stock under the cost
method with the shares of stock repurchased reflected as a
reduction to Nasdaq stockholders’ equity and included in
common stock in treasury, at cost in the Consolidated
Balance Sheets. Shares repurchased under our share
repurchase program are currently retired and canceled and are
therefore not included in the common stock in treasury
balance. If treasury shares are reissued, they are recorded at
the average cost of the treasury shares acquired. We held
24,726,296 shares of common stock in treasury as of
December 31, 2025 and 23,858,161 shares as of December
31, 2024 , most of which are related to shares of our common
stock withheld for the settlement of employee tax
withholding obligations arising from the vesting of restricted
stock and PSUs.
Share Repurchase Program
As of December 31, 2025 , the remaining aggregate
authorized amount under the existing share repurchase
program was $ 1.1 billion .
As part of this program, repurchases may be made from time
to time at prevailing market prices in open market purchases,
privately-negotiated transactions, block purchase techniques,
an accelerated share repurchase program or otherwise, as
determined by our management. The repurchases are
primarily funded from existing cash balances. The share
repurchase program may be suspended, modified or
discontinued at any time, and has no defined expiration date.
The following is a summary of our share repurchase activity,
reported based on settlement date, for the year ended
December 31, 2025 :

Year Ended
December 31, 2025

Number of shares of common stock
repurchased

7,202,346

Average price paid per share

$ 85.47

Total purchase price (in millions)

$ 616

In the table above, the number of shares of common stock
repurchased includes share repurchase activity associated
with various ASR agreements executed in 2025 and excludes
an aggregate of 868,135 shares withheld to satisfy tax
obligations of the grantee upon the vesting of restricted stock
and PSUs. Total purchase price in the table above and
repurchases of common stock in the Consolidated Statements
of Cash Flows for the year ended December 31, 2025 exclude
$ 4 million of accrued excise tax that had not been paid as of
December 31, 2025.

F-31

Under ASR agreements, we make payments to our
counterparties and receive an initial delivery of shares of
common stock. The final number of shares to be repurchased
is based on the volume-weighted average price of Nasdaq's
common stock during the term of the ASR agreement, less a
discount and subject to adjustments pursuant to the terms of
the ASR agreement. At settlement, our counterparty may be
required to deliver additional shares of common stock to us,
or, under certain circumstances, we may be required to
deliver shares of our common stock or may elect to make a
cash payment to our counterparty. Receiving our shares of
common stock, during initial delivery and the final receipt of
shares upon settlement of the ASR agreements, results in an
immediate reduction of the outstanding shares used to
calculate the weighted-average common shares outstanding
for basic and diluted earnings per share.
In October 2025 , we entered into a variable notional ASR
agreement, in which we paid $ 250 million to a third-party
financial institution and initially received and immediately
retired 1,812,219 shares of our common stock. In December
2025, upon the final settlement of this transaction, we
received an additional 504,401 shares, which were
immediately retired, and 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 agreement, in
which we paid $ 75 million to a third-party financial
institution and initially 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.
In January 2026, we entered into a variable notional ASR
agreement, for which we paid $ 300 million to a third-party
financial institution in exchange for an initial delivery of
shares of common stock. The final notional amount is subject
to a minimum and maximum and will depend on the price of
our shares of common stock during the term of the ASR. The
final settlement of the ASR agreement is expected to be
completed in the first quarter of 2026. At settlement,
additional shares of common stock may be delivered to us or,
under certain circumstances, we may be required to deliver
shares of our common stock or may elect to make a cash
payment. In addition, we may receive the excess of the
amount we prepaid over the final notional amount of the
ASR in cash or, at our election, in shares of our common
stock.
Preferred Stock
Our certificate of incorporation authorizes the issuance of
30,000,000 shares of preferred stock, par value $ 0.01 per
share, issuable from time to time in one or more series. As of
December 31, 2025 and December 31, 2024 , no shares of
preferred stock were issued or outstanding.
Cash Dividends on Common Stock
During 2025, our board of directors declared and paid the
following cash dividends:

Declaration Date

Dividend Per
Common
Share

Record Date

Total
Amount
Paid

Payment
Date

(in millions)

January 28,
2025

$ 0.24

March 14,
2025

$ 138

March 28,
2025

April 23, 2025

0.27

June 13,
2025

155

June 27,
2025

July 23, 2025

0.27

September
12, 2025

155

September
26, 2025

October 20,
2025

0.27

December
5, 2025

153

December
19, 2025

$ 601

The total amount paid of $ 601 million was recorded in
retained earnings in the Consolidated Balance Sheets at
December 31, 2025 .
In January 2026, the board of directors approved a regular
quarterly cash dividend of $ 0.27 per share on our outstanding
common stock. The dividend is payable on March 30, 2026
to shareholders of record at the close of business on March
16, 2026. The estimated aggregate payment of this dividend
is $ 154 million . Future declarations of quarterly dividends
and the establishment of future record and payment dates are
subject to approval by the board of directors.
The board of directors maintains a dividend policy with the
intention to provide shareholders with regular and increasing
dividends as earnings and cash flows increase .

F-32

13. EARNINGS PER SHARE
The following table sets forth the computation of basic and
diluted earnings per share:

Year Ended December 31,

2025

2024

2023

Numerator:

(in millions, except share and per share amounts)

Net income attributable
to common
shareholders

$ 1,788

$ 1,117

$ 1,059

Denominator:

Weighted-average
common shares
outstanding for basic
earnings per share

573,257,760

575,428,536

504,909,392

Weighted-average
effect of dilutive
securities - Employee
equity awards

5,339,927

3,760,986

3,483,590

Weighted-average
common shares
outstanding for
diluted earnings per
share

578,597,687

579,189,522

508,392,982

Basic and diluted earnings per share:

Basic earnings per
share

$ 3.12

$ 1.94

$ 2.10

Diluted earnings per
share

$ 3.09

$ 1.93

$ 2.08

In the table above, employee equity awards from our PSU
program, which are considered contingently issuable, are
included in the computation of dilutive earnings per share on
a weighted average basis when management determines that
the applicable performance criteria would have been met if
the performance period ended as of the date of the relevant
computation.
Securities that were not included in the computation of
diluted earnings per share because their effect was
antidilutive were immaterial for the years ended December
31, 2025 , 2024 and 2023.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following tables present our financial assets and financial
liabilities that were measured at fair value on a recurring
basis as of December 31, 2025 and December 31, 2024 .

December 31, 2025

Total

Level 1

Level 2

Level 3

(in millions)

European
government debt
securities

$ 28

$ —

Total financial
investments

$ 28

$ —

Equity securities

—

Total assets at fair
value

$ 53

$ —

December 31, 2024

Total

Level 1

Level 2

Level 3

(in millions)

European
government debt
securities

$ 166

$ —

Swedish mortgage
bonds

—

Time deposits

—

Total financial
investments

$ 184

$ 166

$ 18

$ —

Equity securities

—

Total assets at fair
value

$ 186

$ 168

$ 18

$ —

Derivative Instruments
We utilize foreign exchange forward contracts p rimarily to
reduce the volatility of earnings and cash flows associated
with changes in foreign exchange rates. We have utilized
these foreign exchange forward contracts as net investment
hedges of certain foreign subsidiaries, with changes in fair
value recorded in accumulated other comprehensive income
in the Consolidated Balance Sheets, and as c ash flow hedges
of certain foreign currency-denominated revenues and
expenses, with fair value changes initially recorded in
accumulated other comprehensive income. For our cash flow
hedges, 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 to revenue or operating
expenses, as applicable.
We have also utilized foreign exchange forward contracts as
economic hedges of foreign currency-denominated assets and
liabilities that are not designated as hedging instruments. The
fair value changes of these contracts are recorded in general,
administrative and other expenses in the Consolidated
Statements of Income, together with the re-measurement gain
or loss from the hedged balance sheet position.

F-33

All derivative contracts are measured at fair value using
Level 2 inputs based on observable foreign currency
exchange rates and interest rates, and recorded under other
current and other non-current assets and other current and
other non-current liabilities in the Consolidated Balance
Sheets. As of December 31, 2025 and December 31, 2024 ,
the fair value of these contracts was not material and
therefore not included in the tables above . We do not use
derivative instruments for trading or speculative purposes.
Financial Instruments Not Measured at Fair Value on a
Recurring Basis
Some of our financial instruments are not measured at fair
value on a recurring basis but are recorded at amounts that
approximate fair value due to their liquid or short-term
nature. Such financial assets and financial liabilities include:
cash and cash equivalents, restricted cash and cash
equivalents, receivables, net, certain other current assets,
accounts payable and accrued expenses, Section 31 fees
payable to SEC, accrued personnel costs and certain other
current liabilities.
We have certain investments, primarily our investment in
OCC, which are accounted for under the equity method of
accounting. We have elected the measurement alternative for
all of our equity securities that do not have a readily
determinable fair value, which primarily represent various
strategic investments made through our corporate venture
program. See “Equity Method Investments,” and “Equity
Securities,” of Note 6, “Investments,” for further discussion.
We also consider our debt obligations to be financial
instruments. As of December 31, 2025 , all of our outstanding
debt obligations were fixed-rate obligations. We may be
exposed to changes in interest rates as a result of borrowings
under our 2022 Revolving Credit Facility, as the interest rates
on this facility have a variable rate depending on the maturity
of the borrowing and the implied underlying reference rate.
We may be exposed to changes in interest rates on amounts
outstanding from the sale of commercial paper under our
commercial paper program. The fair value of our remaining
debt obligations utilizing prevailing market rates for our fixed
rate debt was $ 8.6 billion as of December 31, 2025 and $ 8.8
billion as of December 31, 2024 . The discounted cash flow
analyses are based on borrowing rates currently available to
us for debt with similar terms and maturities. Our commercial
paper and our fixed rate and floating rate debt are categorized
as Level 2 in the fair value hierarchy.
For further discussion of our debt obligations, see Note 9,
“Debt Obligations.”
Non-Financial Assets Measured at Fair Value on a Non-
Recurring Basis
Our non-financial assets, which include goodwill, intangible
assets, and other long-lived assets, are not required to be
carried at fair value on a recurring basis. Fair value measures
of non-financial assets are primarily used in the impairment
analysis of these assets. Any resulting asset impairment
would require that the non-financial asset be recorded at its
fair value. Nasdaq uses Level 3 inputs to measure the fair
value of the above assets on a non-recurring basis. As of
December 31, 2025 and December 31, 2024 , there were no
non-financial assets measured at fair value on a non-recurring
basis.

15. CLEARING OPERATIONS
Nasdaq Clearing
Nasdaq Clearing is authorized and supervised under EMIR as
a multi-asset clearinghouse by the SFSA. Such authorization
is effective for all member states of the European Union and
certain other non-member states that are part of the European
Economic Area, including Norway. The clearinghouse acts as
the CCP for exchange and OTC trades in equity derivatives,
fixed income derivatives, resale and repurchase contracts,
power derivatives, emission allowance derivatives, and
seafood derivatives. In January 2025, we entered into an
agreement to transfer existing open positions in our Nordic
power futures business to a European exchange, which was
completed in June 2025. See Note 4, “ Acquisition and
Divestitures, ” for further discussion. Additionally, beginning
in January 2025, Nasdaq no longer offered seafood
derivatives clearing and has settled all open positions as of
March 31, 2025.
Through our clearing operations in the financial markets,
which include the resale and repurchase market and the
commodities markets, Nasdaq Clearing is the legal
counterparty for, and guarantees the fulfillment of, each
contract cleared. These contracts are not used by Nasdaq
Clearing for the purpose of trading on its own behalf. As the
legal counterparty of each transaction, Nasdaq Clearing bears
the counterparty risk between the purchaser and seller in the
contract. In its guarantor role, Nasdaq Clearing has precisely
equal and offsetting claims to and from clearing members on
opposite sides of each contract, standing as the CCP on every
contract cleared. In accordance with the rules and regulations
of Nasdaq Clearing, default fund and margin collateral
requirements are calculated for each clearing member’s
positions in accounts with the CCP. See “Default Fund
Contributions and Margin Deposits” below for further
discussion of Nasdaq Clearing’s default fund and margin
requirements.

F-34

Nasdaq Clearing maintains two member sponsored default
funds: one related to financial markets and one related to
commodities markets. Under this structure, Nasdaq Clearing
and its clearing members must contribute to the total
regulatory capital related to the clearing operations of Nasdaq
Clearing. This structure applies an initial separation of
default fund contributions for the financial and commodities
markets in order to create a buffer for each market’s
counterparty risks. See “Default Fund Contributions” below
for further discussion of Nasdaq Clearing’s default fund. A
power of assessment and a liability waterfall have also been
implemented to further align risk between Nasdaq Clearing
and its clearing members. See “Power of Assessment” and
“Liability Waterfall” below for further discussion.
Default Fund Contributions and Margin Deposits
As of December 31, 2025 , clearing member default fund
contributions and margin deposits were as follows:

December 31, 2025

Cash
Contributions

Non-Cash
Contributions

Total
Contributions

(in millions)

Default fund
contributions

$ 1,308

$ 186

$ 1,494

Margin deposits

4,534

6,327

10,861

Total

$ 5,842

$ 6,513

$ 12,355

Of the total default fund contributions of $ 1,494 million ,
Nasdaq Clearing can utilize $ 1,432 million as capital
resources in the event of a counterparty default. The
remaining balance of $ 62 million pertains to member posted
surplus balances.
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.
Clearing member cash contributions are maintained in
demand deposits held at central banks and large, highly rated
financial institutions or secured through direct investments,
primarily central bank certificates and highly rated European
government debt securities with original maturities primarily
one year or less, reverse repurchase agreements and
multilateral development bank debt securities. Investments in
reverse repurchase agreements range in maturity from 2 to 9
days and are secured with highly rated government securities
and multilateral development banks. The carrying value of
these securities approximates their fair value due to the short-
term nature of the instruments and reverse repurchase
agreements.
Nasdaq Clearing has invested the total cash contributions of
$ 5,842 million as of December 31, 2025 and $ 5,664 million
as of December 31, 2024 , in accordance with its investment
policy as follows:

December 31, 2025

December 31, 2024

(in millions)

Demand deposits

$ 3,011

$ 3,616

Central bank certificates

109

767

Restricted cash and cash
equivalents

$ 3,120

$ 4,383

European government debt
securities

292

465

Reverse repurchase
agreements

2,245

610

Multilateral development
bank debt securities

185

206

Investments

$ 2,722

$ 1,281

Total

$ 5,842

$ 5,664

In the table above, the change from December 31, 2024 to
December 31, 2025 includes a favorable impact from
currency translation adjustments of $ 701 million for
restricted cash and cash equivalents and $ 361 million for
investments.
For the years ended December 31, 2025 , 2024 and 2023,
investments related to default funds and margin deposits, net
includes purchases of investment securities of $ 107,319
million , $ 33,693 million and $ 53,657 million , respectively,
and proceeds from sales and redemptions of investment
securities of $ 106,239 million , $ 32,986 million and $ 53,583
million , respectively.
In the investment activity related to default fund and margin
contributions, we are exposed to counterparty risk related to
reverse repurchase agreement transactions, which reflect the
risk that the counterparty might become insolvent and, thus,
fail to meet its obligations to Nasdaq Clearing. We mitigate
this risk by only engaging in transactions with high credit
quality reverse repurchase agreement counterparties and by
limiting the acceptable collateral under the reverse
repurchase agreement to high quality issuers, primarily
government securities and other securities explicitly
guaranteed by a government. The value of the underlying
security is monitored during the lifetime of the contract, and
in the event the market value of the underlying security falls
below the reverse repurchase amount, our clearinghouse may
require additional collateral or a reset of the contract.
Default Fund Contributions
Required contributions to the default funds are proportional
to the exposures of each clearing member. When a clearing
member is active in more than one market, contributions
must be made to all markets’ default funds in which the
member is active. Clearing members’ eligible contributions
may include cash and non-cash contributions. Cash
contributions received are maintained in demand deposits
held at central banks and large, highly rated financial
institutions or invested by Nasdaq Clearing, in accordance
with its investment policy, either in central bank certificates,

F-35

highly rated government debt securities, reverse repurchase
agreements with highly rated government debt securities as
collateral, or multilateral development bank debt securities.
Nasdaq Clearing maintains and manages all cash deposits
related to margin collateral. All risks and rewards of
collateral ownership, including interest, belong to Nasdaq
Clearing. Clearing members’ cash contributions are included
in default funds and margin deposits in the Consolidated
Balance Sheets as both a current asset and a current liability.
Non-cash contributions include highly rated government debt
securities that must meet specific criteria approved by
Nasdaq Clearing. Non-cash contributions are pledged assets
that are not recorded in the Consolidated Balance Sheets as
Nasdaq Clearing does not take legal ownership of these
assets and the risks and rewards remain with the clearing
members. These balances may fluctuate over time due to
changes in the amount of deposits required and whether
members choose to provide cash or non-cash contributions.
In addition to clearing members’ required contributions to the
liability waterfall, Nasdaq Clearing is also required to
contribute capital to the liability waterfall and overall
regulatory capital as specified under its clearinghouse rules.
As of December 31, 2025 , Nasdaq Clearing committed
capital totaling $ 158 million to the liability waterfall and
overall regulatory capital, in the form of government debt
securities , which are recorded as restricted cash equivalents
in the Consolidated Balance Sheets. The combined regulatory
capital of the clearing members and Nasdaq Clearing is
intended to secure the obligations of a clearing member
exceeding such member’s own margin and default fund
deposits and may be used to cover losses sustained by a
clearing member in the event of a default.
Margin Deposits
Nasdaq Clearing requires all clearing members to provide
collateral, which may consist of cash and non-cash
contributions, to guarantee performance on the clearing
members’ open positions, or initial margin. In addition,
clearing members must also provide collateral to cover the
daily margin call if needed. See “Default Fund
Contributions” above for further discussion of cash and non-
cash contributions.
Similar to default fund contributions, Nasdaq Clearing
maintains and manages all cash deposits related to margin
collateral. All risks and rewards of collateral ownership,
including interest, belong to Nasdaq Clearing and are
recorded in revenues. These cash deposits are recorded in
default funds and margin deposits in the Consolidated
Balance Sheets as both a current asset and a current liability.
Pledged margin collateral is not recorded in the Consolidated
Balance Sheets as all risks and rewards of collateral
ownership, including interest, belong to the counterparty.
Nasdaq Clearing marks to market all outstanding contracts
and requires payment from clearing members whose
positions have lost value . The mark-to-market process
performed multiple times on a daily basis helps to identify
any clearing members that may not be able to satisfy their
financial obligations in a timely manner allowing Nasdaq
Clearing the ability to mitigate the risk of a clearing member
defaulting due to exceptionally large losses. In the event of a
default, Nasdaq Clearing can access the defaulting member’s
margin and default fund deposits to cover the defaulting
member’s losses.
Regulatory Capital and Risk Management Calculations
Nasdaq Clearing manages risk through a comprehensive
counterparty risk management framework, which comprises
policies, procedures, standards and financial resources. The
level of regulatory capital is determined in accordance with
Nasdaq Clearing’s regulatory capital and default fund policy,
as approved by the SFSA. Regulatory capital calculations are
continuously updated through a proprietary capital-at-risk
calculation model that establishes the appropriate level of
capital.
As mentioned above, Nasdaq Clearing is the legal
counterparty for each contract cleared and thereby guarantees
the fulfillment of each contract. Nasdaq Clearing accounts for
this guarantee as a performance guarantee. We determine the
fair value of the performance guarantee by considering daily
settlement of contracts and other margining and default fund
requirements, the risk management program, historical
evidence of default payments, and the estimated probability
of potential default payouts. The calculation is determined
using proprietary risk management software that simulates
gains and losses based on historical market prices, extreme
but plausible market scenarios, volatility and other factors
present at that point in time for those particular unsettled
contracts. Based on this analysis the estimated liability was
nominal and no liability was recorded as of December 31,
2025 .
Power of Assessment
To further strengthen the contingent financial resources of the
clearinghouse, Nasdaq Clearing has power of assessment that
provides the ability to collect additional funds from its
clearing members to cover a defaulting member’s remaining
obligations up to the limits established under the terms of the
clearinghouse rules. The power of assessment corresponds to
230 % of the clearing member’s aggregate contribution to the
financial and commodities markets’ default funds.
Liability Wat erfall
The liability waterfall is the priority order in which the
capital resources would be utilized in the event of a default
where the defaulting clearing member’s collateral and default
fund contribution would not be sufficient to cover the cost to
settle its portfolio. If a default occurs and the defaulting
clearing member’s collateral, including cash deposits and
pledged assets, is depleted, then capital is utilized in the
following amount and order:
• junior capital contributed by Nasdaq Clearing, which
totaled $ 46 million as of December 31, 2025 ;

F-36

• a loss-sharing pool related only to the financial market that
is contributed to by clearing members and only applies if
the defaulting member’s portfolio includes interest rate
swap products;
• specific market default fund where the loss occurred (i.e.,
the financial or commodities market), which includes
capital contributions of the clearing members on a pro-rata
basis; and
• fully segregated senior capital for each specific market
contributed by Nasdaq Clearing, calculated in accordance
with clearinghouse rules, which totaled $ 24 million as of
December 31, 2025 .
If additional funds are needed after utilization of the liability
waterfall, or if part of the waterfall has been utilized and
needs to be replenished, then Nasdaq Clearing will utilize its
power of assessment and additional capital contributions will
be required by non-defaulting members up to the limits
established under the terms of the clearinghouse rules.
In addition to the capital held to withstand counterparty
defaults described above, Nasdaq Clearing also has
committed capital of $ 88 million to ensure that it can handle
an orderly wind-down of its operation, and that it is
adequately protected against investment, operational, legal,
and business risks.
Market Value of Derivative Contracts Outstanding
The following table presents the market value of derivative
contracts outstanding prior to netting:

December 31, 2025

(in millions)

Commodity forwards

$ 11

Fixed-income swaps and forwards

547

Stock options and forwards

449

Index options and forwards

Total

$ 1,084

In the table above:
• We determined the fair value of our option contracts using
standard valuation models that were based on market-based
observable inputs including implied volatility, interest rates
and the spot price of the underlying instrument.
• We determined the fair value of our forward contracts
using standard valuation models that were based on
market-based observable inputs including benchmark rates
and the spot price of the underlying instrument.
Derivative Contracts Cleared
The following table presents the total number of derivative
contracts cleared through Nasdaq Clearing for the year s
ended December 31, 2025 and 2024 :

Year Ended December 31,

2025

2024

Commodity and seafood
options, futures and forwards

254,038

234,622

Fixed-income swaps, futures
and forwards

17,175,844

18,830,460

Stock options, futures and
forwards

24,666,818

23,530,035

Index options, futures and
forwards

30,244,627

35,069,931

Total

72,341,327

77,665,048

In the table above, the total volume in cleared power related
to commodity contracts was 554 Terawatt hours (TWh) and
527 TWh for the years ended December 31, 2025 and 2024,
respectively. As noted above, beginning in January 2025,
Nasdaq no longer offered seafood derivatives clearing.
Resale and Repurchase Agreements Contracts
Outstanding and Cleared
The outstanding contract value of resale and repurchase
agreements was $ 230 million and $ 200 million as of
December 31, 2025 and 2024, respectively. The total number
of resale and repurchase agreements contracts cleared was
3,015,860 and 4,929,765 for the years ended December 31,
2025 and 2024, respectively.

16. LEASES
We have operating leases, which are primarily real estate
leases, predominantly for our U.S. and European
headquarters, data centers and for general office space. The
following table provides supplemental balance sheet
information related to Nasdaq ’ s operating leases:

Balance Sheet
Classification

December 31, 2025

December 31, 2024

Assets:

(in millions)

Operating
lease
assets

Operating
lease assets

$ 447

$ 375

Liabilities:

Current
lease
liabilities

Other current
liabilities

$ 60

$ 55

Non-
current
lease
liabilities

Operating
lease
liabilities

462

388

Total lease
liabilities

$ 522

$ 443

F-37

The following table summarizes Nasdaq’s lease cost:

Year Ended December 31,

2025

2024

2023

(in millions)

Operating lease cost

$ 82

$ 78

$ 88

Variable lease cost

Sublease income

( 2 )

( 3 )

Total lease cost

$ 124

$ 112

$ 129

In the table above, operating lease costs include short-term
lease costs, which were immaterial.
There were no material operating lease assets impairments in
2025 and 2024. In the first quarter of 2023, we initiated a
review of our real estate and facility capacity requirements
due to our new and evolving work models. As a result of this
ongoing review, for the year ended December 31, 2023, we
recorded impairment charges of $ 23 million , of which
$ 13 million related to operating lease asset impairment and is
included in operating lease cost in the table above, $ 5 million
related to exit costs and is included in variable lease cost in
the table above and $ 5 million related to impairment of
leasehold improvements, which are recorded in depreciation
and amortization expense in the Consolidated Statements of
Income. We fully impaired our lease assets for locations that
we vacated with no intention to sublease. Substantially all of
the property, equipment and leasehold improvements
associated with the vacated leased office space were fully
impaired as there are no expected future cash flows for these
items.
The following table reconciles the undiscounted cash flows
for the following years and total of the remaining years to the
operating lease liabilities recorded in the Consolidated
Balance Sheets.

December 31, 2025

(in millions)

2026

$ 80

2027

2028

2029

2030

2031+

242

Total lease payments

$ 624

Less: interest

( 102 )

Present value of lease liabilities

$ 522

In the table above, interest is calculated using an incremental
borrowing rate for each lease. Present value of lease
liabilities includes the current portion of $ 60 million .
Total lease payments in the table above excludes $ 14 million
of legally binding minimum lease payments for leases signed
but not yet commenced.
The following table provides information related to Nasdaq’s
lease term and discount rate:

December 31, 2025

Weighted-average remaining lease term
(in years)

8.4

Weighted-average discount rate

4.2 %

The following table provides supplemental cash flow
information related to Nasdaq’s operating leases:

Year Ended December 31,

2025

2024

2023

(in millions)

Cash paid for amounts included
in the measurement of operating
lease liabilities

$ 83

$ 84

$ 78

Lease assets obtained in exchange
for operating lease liabilities

$ 129

$ 34

$ 26

17. INCOME TAXES
Income Before Income Tax Provision
The following table presents the domestic and foreign
components of income before income tax provision:

Year Ended December 31,

2025

2024

2023

(in millions)

Domestic

$ 1,703

$ 1,091

$ 1,073

Foreign

442

358

328

Income before income tax
provision

$ 2,145

$ 1,449

$ 1,401

Income Tax Provision
The income tax provision consists of the following amounts:

Year Ended December 31,

2025

2024

2023

Current income taxes provision:

(in millions)

Federal

$ 132

$ 166

$ 145

State

Foreign

118

165

Total current income taxes
provision

310

401

276

Deferred income taxes provision
(benefit):

Federal

( 25 )

State

( 3 )

Foreign

( 11 )

( 44 )

Total deferred income taxes
(benefit) provision

( 67 )

Total income tax provision

$ 358

$ 334

$ 344

F-38

We have determined that undistributed earnings of certain
non-U.S. subsidiaries are not considered indefinitely
reinvested and would not give rise to a material tax liability
when remitted. Nasdaq continues to indefinitely reinvest all
other outside basis differences to the extent reversal would
incur a significant tax liability. A determination of an
unrecognized deferred tax liability related to such outside
basis differences is not practicable.
In 2025, we adopted ASU 2023-09 on a prospective basis.
See “Recently Adopted Accounting Pronouncements” of
Note 2, “Summary of Significant Accounting Policies” for
further discussion. A reconciliation of the income tax
provision, based on the U.S. federal statutory rate, to our
actual income tax provision for the year December 31, 2025
is as follows:

Year Ended
December 31, 2025

($ in millions)

U.S. federal statutory income tax rate

$ 450

21.0 %

State and local income taxes, net of
federal income tax effect

1.4 %

Tax credits:

Energy-related tax credits

( 24 )

( 1.1 ) %

Other

( 4 )

( 0.2 ) %

Change in unrecognized tax benefits

( 12 )

( 0.6 ) %

Nontaxable or nondeductible items

( 33 )

( 1.5 ) %

Effect of cross-border tax laws:

Foreign-derived intangible income

( 51 )

( 2.3 ) %

Other

0.2 %

Other adjustments

( 7 )

( 0.2 ) %

Total

$ 358

16.7 %

In the table above, the majority of state and local income
taxes include New York State and New York City. In 2025,
energy-related tax credits includes an $ 8 million benefit
related to a carryback to a prior tax year.
A reconciliation of the income tax provision, based on the
U.S. federal statutory rate, to our actual income tax provision
for the years ended December 31, 2024 and 2023 is as
follows:

Year Ended December 31,

2024

2023

Federal income tax provision at the
statutory rate

21.0 %

State income tax provision, net of
federal effect

2.9 %

3.2 %

Excess tax benefits related to
employee share-based
compensation

( 0.3 ) %

( 0.7 ) %

Non-U.S. subsidiary earnings

1.6 %

2.5 %

Tax credits and deductions

( 1.7 ) %

( 0.2 ) %

Change in unrecognized tax benefits

0.4 %

1.0 %

Deduction for foreign derived
intangible income

( 2.8 ) %

( 1.6 ) %

Intra-group transfer of IP

1.7 %

— %

Other, net

0.3 %

( 0.6 ) %

Actual income tax provision

23.1 %

24.6 %

The lower effective tax rate for the year ended December 31,
2025 compared with the same period in 2024 was primarily
due to the release of prior year reserves following a favorable
audit settlement, the revaluation of deferred tax liabilities to a
lower blended state and local tax rate, revised state positions
related to prior years, a divestiture in 2025 and the
completion of an intra-group transfer of certain IP rights to
the U.S. headquarters in 2024.
The effective tax rate may vary from period to period
depending on, among other factors, the geographic and
business mix of earnings and losses. These same and other
factors, including history of pre-tax earnings and losses, are
taken into account in assessing the ability to realize deferred
tax assets.
In July 2025, the One Big Beautiful Bill Act was signed into
law. The impact of changes from this law did not have a
material tax impact on our C onsolidated Statements of
Income.
Income Taxes Paid
The following table presents the federal, state and foreign
components of income taxes paid pursuant to the disclosure
requirements of ASU 2023-09 for the year ended December
31, 2025 :

Year Ended
December 31, 2025

(in millions)

Federal

$ 107

State and local

Foreign

Australia

Canada

100

Sweden

Other

Total foreign

$ 194

Total income taxes paid, net

$ 373

F-39

Cash paid for income taxes, net of refunds, for the years
ended December 31, 2024 and 2023 was $ 358 million and
$ 254 million , respectively.
Deferred Income Taxes
The temporary differences, which give rise to our deferred
tax assets and (liabilities), consisted of the following:

December 31,

2025

2024

Deferred tax assets:

(in millions)

Deferred revenues

$ 27

$ 40

Foreign net operating loss

Capitalized research and development
costs

—

Federal capital loss

—

State net operating loss

Compensation and benefits

Deferred interest expense

Tax credits

Federal benefit of uncertain tax
positions

Operating lease liabilities

128

113

Unrealized losses

—

Other

Gross deferred tax assets

376

387

Less: valuation allowance

( 1 )

—

Total deferred tax assets, net of
valuation allowance

$ 375

$ 387

Deferred tax liabilities:

Depreciation

$ ( 23 )

$ ( 30 )

Amortization of acquired intangible
assets and goodwill

( 1,700 )

( 1,698 )

Investments

( 90 )

( 81 )

Unrealized gains

—

( 55 )

Operating lease assets

( 110 )

( 95 )

Capitalized research and development
costs

( 3 )

—

Other

( 6 )

( 8 )

Gross deferred tax liabilities

$ ( 1,932 )

$ ( 1,967 )

Net deferred tax liabilities

$ ( 1,557 )

$ ( 1,580 )

Reported as:

Non-current deferred tax assets

$ 27

$ 14

Deferred tax liabilities, net

( 1,584 )

( 1,594 )

Net deferred tax liabilities

$ ( 1,557 )

$ ( 1,580 )

In the table above, non-current deferred tax assets are
included in other non-current assets in the Consolidated
Balance Sheets.
We had a $ 1 million valuation allowance as of December 31,
2025 and no valuation allowances as of December 31, 2024.
Based on all available positive and negative evidence, we
believe the sources of future taxable income are sufficient to
realize the remainder of Nasdaq’s deferred tax asset
inventory.
Nasdaq has deferred tax assets associated with net operating
losses, or NOLs, in U.S. state and local and non-U.S.
jurisdictions as well as a capital loss with the following
expiration dates:

Jurisdiction

December 31, 2025

Expiration Date

(in millions)

Foreign NOL

$ 9

2039-2044

U.S. state and local NOL

2026-2044

Federal capital loss

2030