10-K – 2026-02-12 – ndaq-20251231.htm

Unrecognized Tax Benefits
A reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows:

Year Ended December 31,

2025

2024

2023

(in millions)

Beginning balance

$ 84

$ 80

$ 70

Additions as a result of tax positions
taken in prior periods

2

3

2

Additions as a result of tax positions
taken in the current period

11

15

25

Reductions related to settlements with
taxing authorities

( 20 )

( 6 )

( 14 )

Reductions as a result of lapses of the
applicable statute of limitations

( 6 )

( 8 )

( 3 )

Ending balance

$ 71

$ 84

$ 80

Unrecognized tax benefits in the table above, if recognized in
the future, would affect our effective tax rate.
We recognize interest and/or penalties related to income tax
matters in the provision for income taxes in the Consolidated
Statements of Income, which was $ 3 million tax expense for
the year ended December 31, 2025 , $ 4 million for the year
ended December 31, 2024 and $ 3 million tax benefit for the
year ended for December 31, 2023. Accrued interest and
penalties, net of tax effect were $ 13 million as of December
31, 2025 and $ 10 million as of December 31, 2024.
Tax Audits
Nasdaq and its eligible subsidiaries file a consolidated U.S.
federal income tax return and applicable state and local
income tax returns and non-U.S. income tax returns. We are
subject to examination by federal, state and local, and foreign
tax authorities. Our Fede ral income tax return is subject to
examination by the Internal Revenue Service for the years
2022 through 2024. Several state tax returns are currently
under examination by the respective tax authorities for the
years 2014 through 2024. Non-U.S. tax returns are subject to
examination by the respective tax authorities for the years

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2020 through 2024. We regularly assess the likelihood of
additional assessments by each jurisdiction and have
established tax reserves that we believe are adequate in
relation to the potential for additional assessments.
Examination outcomes and the timing of examination
settlements are subject to uncertainty. Although the results of
such examinations may have an impact on our unrecognized
tax benefits, we do not anticipate that such impact will be
material to our consolidated financial position or results of
operations. We do not expect to settle any material tax audits
in the next twelve months.

18. COMMITMENTS, CONTINGENCIES AND
GUARANTEES
Guarantees Issued and Credit Facilities Available
In addition to the default fund contributions and margin
collateral pledged by clearing members discussed in Note 15,
“Clearing Operations,” we have obtained financial guarantees
and credit facilities, which are guaranteed by us through
counter indemnities, to provide further liquidity related to our
clearing businesses. Financial guarantees issued to us totaled
$ 4 million as of December 31, 2025 and December 31, 2024 .
As discussed in “Other Credit Facilities,” of Note 9, “Debt
Obligations,” we also have credit facilities primarily related
to our Nasdaq Clearing operations, which are available in
multiple currencies, and totaled $ 208 million as of December
31, 2025 and $ 174 million as of December 31, 2024 in
available liquidity, none of which was utilized.
Other Guarantees
Through our clearing operations in the financial markets,
Nasdaq Clearing is the legal counterparty for, and guarantees
the performance of, its clearing members. See Note 15,
“Clearing Operations,” for further discussion of Nasdaq
Clearing performance guarantees.
We have provided a guarantee related to lease obligations for
The Nasdaq Entrepreneurial Center, Inc., which is a not-for-
profit organization designed to convene, connect and engage
aspiring and current entrepreneurs. This entity is not included
in the consolidated financial statements of Nasdaq.
We believe that the potential for us to be required to make
payments under these arrangements is unlikely. Accordingly,
no contingent liability is recorded in the Consolidated
Balance Sheets for the above guarantees.
Routing Brokerage Activities
One of our broker-dealer subsidiaries, Nasdaq Execution
Services, provides a guarantee to securities clearinghouses
and exchanges under its standard membership agreements,
which require members to guarantee the performance of other
members. If a member becomes unable to satisfy its
obligations to a clearinghouse or exchange, other members
would be required to meet its shortfalls. To mitigate these
performance risks, the exchanges and clearinghouses often
require members to post collateral, as well as meet certain
minimum financial standards. Nasdaq Execution Services’
maximum potential liability under these arrangements cannot
be quantified. However, we believe that the potential for
Nasdaq Execution Services to be required to make payments
under these arrangements is unlikely. Accordingly, no
contingent liability is recorded in the Consolidated Balance
Sheets for these arrangements.
Legal and Regulatory Matters 
European Commission Matter
In September 2024, the European Commission, or the EC,
conducted an inspection at the Nasdaq Stockholm offices.
The inspection related to a potential competition law concern
regarding the trading of Nordic financial derivatives. We
understand that the EC's focus is a cooperative arrangement
with Eurex that was announced by Eurex and the Helsinki
Stock Exchange in 1999. The Helsinki Stock Exchange was
acquired by Nasdaq as part of our acquisition of OMX AB in
2008. The cooperative arrangement with Eurex fully ended
before Nasdaq learned of the EC's investigation.
In November 2025, the EC opened a formal antitrust
investigation to assess whether Nasdaq and Deutsche Borse
had breached European Union competition rules by
coordinating their conduct in the sector for listing, trading
and clearing of financial derivatives in the European
Economic Area.
We have been cooperating with the EC but are uncertain
about the duration or ultimate outcome of its review, or to the
extent there is any finding against us, the amount of any fines
or other remedies.
Other Matters
Except as disclosed above and in our prior reports filed under
the Exchange Act, we are not currently a party to any
litigation or proceeding that we believe could have a material
adverse effect on our business, consolidated financial
condition, or operating results. However, from time to time,
we have been threatened with, or named as a defendant in,
lawsuits or involved in regulatory proceedings.
In the normal course of business, Nasdaq discusses matters
with its regulators raised during regulatory examinations or
otherwise subject to their inquiries. Management believes
that censures, fines, penalties or other sanctions that could
result from any ongoing examinations or inquiries will not
have a material impact on our consolidated financial position
or results of operations. However, we are unable to predict
the outcome or the timing of the ultimate resolution of these
matters, or the potential fines, penalties or injunctive or other
equitable relief, if any, that may result from these matters.
Tax Audits
We are engaged in ongoing discussions and audits with
taxing authorities on various tax matters, the resolutions of
which are uncertain. Currently, there are matters that may
lead to assessments, some of which may not be resolved for
several years. Based on currently available information, we
believe we have adequately provided for any assessments that
could result from those proceedings where it is more likely

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than not that we will be assessed. We review our positions on
these matters as they progress. See “Tax Audits,” of Note 17,
“Income Taxes,” for further discussion.

19. BUSINESS SEGMENTS
We manage, operate and provide our products and services in
three business segments: Capital Access Platforms, Financial
Technology and Market Services. See Note 1, “Organization
and Nature of Operations,” for further discussion of our
reportable segments.
Our management allocates resources, assesses performance
and manages these businesses as three separate segments. We
evaluate the performance of our segments based on several
factors, of which the primary financial measure is operating
income. Our chief operating decision maker, or CODM, who
is our Chair and Chief Executive Officer, does not review
total assets or statements of income below operating income
by segments as key performance metrics; therefore, such
information is not presented below.
The following tables present certain information regarding
our business segments for the years ended December 31,
2025 , 2024 and 2023:

Capital
Access
Platforms

Financial
Technology

Market
Services

Corporate

Total

December 31, 2025

(in millions)

Total
revenues

$ 2,137

$ 1,850

$ 4,214

$ 61

$ 8,262

Transaction-
based
expenses

—

—

( 3,013 )

—

( 3,013 )

Revenues less
transaction-
based
expenses

2,137

1,850

1,201

61

5,249

Directly
consumed
expenses

690

871

353

—

1,914

Other
expenses

173

119

84

628

1,004

Operating
income

$ 1,274

$ 860

$ 764

$ ( 567 )

$ 2,331

Depreciation
and
amortization

42

55

45

490

632

Purchases of
property and
equipment

67

133

66

—

266

December 31, 2024

Total
revenues

$ 1,945

$ 1,655

$ 3,771

$ 29

$ 7,400

Transaction-
based
expenses

—

—

( 2,751 )

—

( 2,751 )

Revenues less
transaction-
based
expenses

1,945

1,655

1,020

29

4,649

Directly
consumed
expenses

644

794

339

—

1,777

Other
expenses

164

91

84

735

1,074

Operating
income

$ 1,137

$ 770

$ 597

$ ( 706 )

$ 1,798

Depreciation
and
amortization

38

43

39

493

613

Purchases of
property and
equipment

52

105

50

—

207

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Capital
Access
Platforms

Financial
Technology

Market
Services

Corporate

Total

December 31, 2023

(in millions)

Total
revenues

$ 1,744

$ 1,099

$ 3,156

$ 65

$ 6,064

Transaction-
based
expenses

—

—

( 2,169 )

—

( 2,169 )

Revenues less
transaction-
based
expenses

1,744

1,099

987

65

3,895

Directly
consumed
expenses

625

536

330

—

1,491

Other
expenses

146

69

75

536

826

Operating
income

$ 973

$ 494

$ 582

$ ( 471 )

$ 1,578

Depreciation
and
amortization

37

36

34

216

323

Purchases of
property and
equipment

53

50

55

—

158

Directly consumed expenses in the table above include both
direct and directly consumed costs for resources directly used
by the segment for revenue generating activities. Other
expenses include indirect overhead costs allocated to our
segments. During the first year of integration of certain
significant acquisitions such as Adenza or Verafin, the
allocation of these indirect overhead costs to the Financial
Technology segment were phased in and therefore these
allocations may change in the future. Other expenses also
includes expenses allocated to our Corporate segment. The
following tables summarize revenues and expenses allocated
to our Corporate segment:

Year Ended December 31,

2025

2024

2023

Revenues:

(in millions)

Divestitures of businesses

$ 61

$ 63

$ 65

Adenza purchase accounting
adjustment

—

( 34 )

—

Expenses:

Amortization expense of
acquired intangible assets

487

488

206

Merger and strategic
initiatives expense

60

35

148

Restructuring charges

42

116

80

Lease asset impairments

—

—

25

Legal and regulatory matters

6

20

12

(Gain) loss on extinguishment
of debt

( 18 )

4

—

Pension settlement charge

—

23

9

Expenses - divestiture

41

46

49

Other

10

3

7

Total expenses

$ 628

$ 735

$ 536

Operating loss

$ ( 567 )

$ ( 706 )

$ ( 471 )

For further discussion of our segments’ results, see “Segment
Operating Results,” of “Part II, Item 7. Management’s
Discussion and Analysis of Financial Condition and Results
of Operations.”
The items in the preceding tables are not included in the
measurement of segment profitability reviewed by our
CODM, as we believe they do not contribute to a meaningful
evaluation of a particular segment’s ongoing operating
performance. Management does not consider these items for
the purpose of evaluating the performance of our segments or
their managers or when making decisions to allocate
resources. Therefore, we believe performance measures
excluding the below items provide management with a useful
representation of our segments’ ongoing activity in each
period. These items, which are presented in the tables above,
include the following:
• Revenues and expenses - divestiture: 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
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. Also, in
October 2025, Nasdaq completed the sale of our Solovis
business. Revenues and expenses related to these
transactions are included as revenues and expenses -
divestiture .

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• Adenza purchase accounting adjustment: As discussed in
Note 3, “Revenue from Contracts with Customers,” during
the third quarter of 2024, as part of finalizing the purchase
accounting of the Adenza acquisition, a one-time net
revenue reduction of $ 32  million was recorded in our
Financial Technology segment, reflecting the net impact of
the accounting change on AxiomSL subscription revenue
from the date of the Adenza acquisition. For purposes of
evaluating the performance of our segments, we have
excluded the reduction of $ 34  million as this relates to the
prior year impact of this change. We have not excluded the
offsetting $ 2 million 2024 impact of this change.
• Amortization expense of acquired intangible assets: We
amortize intangible assets acquired in connection with
various acquisitions. Intangible asset amortization expense
can vary from period to period due to episodic acquisitions
completed, rather than from our ongoing business
operations. As such, if intangible asset amortization is
included in performance measures, it is more difficult to
assess the day-to-day operating performance of the
segments, and the relative operating performance of the
segments between periods.
• Merger and strategic initiatives expense: We have pursued
various strategic initiatives and completed acquisitions and
divestitures in recent years that have resulted in expenses
which would not have otherwise been incurred. These
expenses generally include integration costs, as well as
legal, due diligence and other third-party transaction costs.
The frequency and the amount of such expenses vary
significantly based on the size, timing and complexity of
the transactions.
◦ For the years ended December 31, 2025 , and December
31, 2024 , these costs included Adenza integration costs
and other strategic initiative costs. For the year ended
December 31, 2024 , these costs were partially offset by
the recognition of a termination fee received by Nasdaq
in 2024, related to the termination of the proposed
divestiture of our Nordic power futures business. For the
year ended December 31, 2025 , these costs included a
repayment of this fee due to the sale of the Nordic power
futures business to another buyer, as designated in the
settlement agreement.
• Restructuring charges: See Note 20, “Restructuring
Charges,” for further discussion of these plans.
• Lease asset impairments: For year ended December 31,
2023, this included impairment charges related to our
operating lease assets and leasehold improvements
associated with vacating certain leased office space, which
are recorded in occupancy and depreciation and
amortization expense in the Consolidated Statements of
Income.
• Legal and regulatory matters: For the year ended
December 31, 2025 , this includes accruals relating to
certain legal matters, which are recorded in professional
and contract services in the Consolidated Statements of
Income. For the year ended December 31, 2024 , this
primarily related to the settlement of an SFSA fine, and
accruals related to certain legal matters, which are recorded
in regulatory expense and professional and contract
services in the Consolidated Statements of Income.
• Gain/loss on extinguishment of debt: For the year ended
December 31, 2025 we recorded a gain on early
extinguishment of debt and for the year ended December
31, 2024 we recorded a loss on early extinguishment of
debt. These gains and losses were recorded under general,
administrative and other expense in the Consolidated
Statements of Income. See Note 9, “Debt Obligations,” to
the consolidated financial statements for further discussion.
• Pension settlement charge: For the years ended December
31, 2024 and 2023, we recorded a pre-tax charge as a result
of settling our U.S. pension plan. The plan was terminated
and partially settled in 2023, with final settlement
occurring during the first quarter of 2024. The pre-tax
charge is recorded in compensation and benefits expense in
the Consolidated Statements of Income.
• Other items: We have included certain other charges or
gains in corporate items, to the extent we believe they
should be excluded when evaluating the ongoing operating
performance of each individual segment.

Geographic Data
The following tables present total gross revenues by
geographic area for the years ended December 31, 2025 ,
2024 and 2023. Revenues are classified based upon the
location of the customer.

Year Ended December 31,

2025

2024

2023

(in millions)

United States

$ 5,947

$ 5,817

$ 4,870

All other countries

2,315

1,583

1,194

Total

$ 8,262

$ 7,400

$ 6,064

No single customer accounted for 10.0% or more of our
revenues for the years ended December 31, 2025 , 2024 and
2023.
The following table presents property and equipment, net by
geographic area as of December 31, 2025 and December 31,
2024. Property and equipment information is based on the
physical location of the assets.

(in millions)

December 31, 2025

December 31, 2024

United States

$ 500

$ 425

All other countries

228

168

Total

$ 728

$ 593

Property and equipment, net for all other countries primarily
includes assets held in Sweden.

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20. RESTRUCTURING CHARGES
In the fourth quarter of 2023, following the closing of the
Adenza acquisition, our management approved, committed to
and initiated a restructuring program, “Adenza
Restructuring” to optimize our efficiencies as a combined
organization. We further expanded this program in the fourth
quarter of 2024 following the achievement of our initial
targets. In connection with this program, we expect to incur
approximately $ 140 million in pre-tax charges. We have
incurred costs principally related to employee-related costs,
contract terminations, asset impairments and other related
costs and expect to incur additional costs in these areas in an
effort to accelerate efficiencies through location strategy and
enhanced AI capabilities. Actions taken as part of this
program were completed as of December 31, 2025 , while
certain costs may be recognized in the first half of 2026. We
have achieved benefits primarily in the form of expense
synergies with over $ 160 million net expense synergies
actioned through December 31, 2025 .
Costs related to these programs are recorded as restructuring
charges in the Consolidated Statements of Income.
The following table presents a summary of the Adenza
restructuring program and our divisional realignment
program charges for the years ended December 31, 2025 ,
2024 and 2023:

Year Ended December 31,

2025

2024

2023

(in millions)

Asset impairment charges

Adenza restructuring

$ 1

$ 28

$ —

Divisional realignment

—

9

12

Consulting services

Adenza restructuring

8

5

3

Divisional realignment

—

27

34

Employee-related costs

Adenza restructuring

27

20

6

Divisional realignment

—

8

13

Other

Adenza restructuring

6

9

1

Divisional realignment

—

10

11

Total restructuring charges

$ 42

$ 116

$ 80

The following table presents total program costs incurred
since the inception date of each program.

Total Program Costs Incurred (in millions)

Adenza restructuring

$ 114

Divisional realignment*

$ 139

____________
* In October 2022, following our September 2022 announcement to
realign our segments and leadership, we initiated a divisional
realignment program with a focus on realizing the full potential of
this structure. As of September 30, 2024, we completed our
divisional realignment program.