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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended
September 30, 2025
OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
 from ________ to ________

Commission file number: 001-38855
___________________________________
Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
Delaware 52-1165937
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

151 W. 42nd Street, New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: +1 212 401 8700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share NDAQ The Nasdaq Stock Market
4.500% Senior Notes due 2032 NDAQ32 The Nasdaq Stock Market
0.900% Senior Notes due 2033 NDAQ33 The Nasdaq Stock Market
0.875% Senior Notes due 2030 NDAQ30 The Nasdaq Stock Market
1.75% Senior Notes due 2029 NDAQ29 The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    ☒     No   ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes    ☒     No   ☐
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐     No   ☒  
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding at October 16, 2025

Common Stock, $0.01 par value per share 570,995,433   shares

Nasdaq, Inc.

    Page   

Part I. FINANCIAL INFORMATION
 

Item 1. Financial Statements
1

Condensed Consolidated Balance Sheets
1

Condensed Consolidated Statements of Income
2

Condensed Consolidated Statements of Comprehensive Income
3

Condensed Consolidated Statements of Changes in Stockholders' Equity
4

Condensed Consolidated Statements of Cash Flows
5

Notes to Condensed Consolidated Financial Statements
6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
28

Item 3. Quantitative and Qualitative Disclosures About Market Risk
46

Item 4. Controls and Procedures
49

Part II. OTHER INFORMATION

Item 1. Legal Proceedings
49

Item 1A.
Risk Factors
49

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
49

Item 5. Other Information
50

Item 6. Exhibits
51

SIGNATURES
51

i

About this Form 10-Q
Throughout this Form 10-Q, unless otherwise specified:
• “Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.
• “Nasdaq Baltic” refers to collectively, Nasdaq Tallinn AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.
• “Nasdaq BX” refers to the cash equity exchange operated by Nasdaq BX, Inc.
• “Nasdaq BX Options” refers to the options exchange operated by Nasdaq BX, Inc.
• “Nasdaq Clearing” refers to the clearing operations conducted by Nasdaq Clearing AB.
• “Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian cash equity trading books operated by Nasdaq CXC Limited.
• “Nasdaq First North” refers to our alternative marketplaces for smaller companies and growth companies in the Nordic and Baltic regions.
• “Nasdaq GEMX” refers to the options exchange operated by Nasdaq GEMX, LLC.
• “Nasdaq ISE” refers to the options exchange operated by Nasdaq ISE, LLC. 
• “Nasdaq MRX” refers to the options exchange operated by Nasdaq MRX, LLC. 
• “Nasdaq Nordic” refers to collectively, Nasdaq Clearing AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.
• “Nasdaq PHLX” refers to the options exchange operated by Nasdaq PHLX LLC.
• “Nasdaq PSX” refers to the cash equity exchange operated by Nasdaq PHLX LLC.
• “The Nasdaq Options Market” refers to the options exchange operated by The Nasdaq Stock Market LLC.
• “The Nasdaq Stock Market” refers to the cash equity exchange and listing venue operated by The Nasdaq Stock Market LLC.
Nasdaq also provides the following list of abbreviations and acronyms used throughout this Quarterly Report on Form 10-Q as a tool for the reader.
2022 Revolving Credit Facility: $1.25 billion senior unsecured revolving credit facility, which matures on December 16, 2027
2025 Notes: $500 million aggregate principal amount issued of 5.650% senior unsecured notes, repaid in full by June 2025
2026 Notes: $500 million aggregate principal amount issued of 3.850% senior unsecured notes due June 30, 2026
2028 Notes: $1 billion aggregate principal amount issued of 5.350% senior unsecured notes due June 28, 2028

2029 Notes: €600 million aggregate principal amount issued of 1.75% senior unsecured notes due March 28, 2029
2030 Notes: €600 million aggregate principal amount issued of 0.875% senior unsecured notes due February 13, 2030
2031 Notes: $650 million aggregate principal amount issued of 1.650% senior unsecured notes due January 15, 2031
2032 Notes: €750 million aggregate principal amount issued of 4.500% senior unsecured notes due February 15, 2032
2033 Notes: €615 million aggregate principal amount issued of 0.900% senior unsecured notes due July 30, 2033
2034 Notes: $1.25 billion aggregate principal amount issued of 5.550% senior unsecured notes due February 15, 2034
2040 Notes: $650 million aggregate principal amount issued of 2.500% senior unsecured notes due December 21, 2040
2050 Notes: $500 million aggregate principal amount issued of 3.250% senior unsecured notes due April 28, 2050
2052 Notes: $550 million aggregate principal amount issued of 3.950% senior unsecured notes due March 7, 2052
2053 Notes: $750 million aggregate principal amount issued of 5.950% senior unsecured notes due August 15, 2053
2063 Notes: $750 million aggregate principal amount issued of 6.100% senior unsecured notes due June 28, 2063
Adenza: Adenza Holdings, Inc.
AI: Artificial Intelligence
ARR: Annualized Recurring Revenue
ASR: Accelerated Share Repurchase
AUM: Assets Under Management
CCP: Central Counterparty
CAT: A market-wide consolidated audit trail established under an SEC approved plan by Nasdaq and other exchanges
EMIR: European Market Infrastructure Regulation
Equity Plan: Nasdaq Equity Incentive Plan
ESPP: Nasdaq Employee Stock Purchase Plan
ETP: Exchange Traded Product
Euro Notes: The 2029, 2030, 2032 and 2033 Notes
Exchange Act: Securities Exchange Act of 1934, as amended
FINRA: Financial Industry Regulatory Authority
GICS: Global Industry Classification Standard
IPO: Initial Public Offering
NSCC: National Securities Clearing Corporation
OCC: The Options Clearing Corporation
OTC: Over-the-Counter
PSU: Performance Share Unit

ii

SaaS: Software as a Service
SEC: U.S. Securities and Exchange Commission
SERP: Supplemental Executive Retirement Plan
SFSA: Swedish Financial Supervisory Authority
SOFR: Secured Overnight Financing Rate
SPAC: Special Purpose Acquisition Company
S&P: Standard & Poor's
S&P 500: S&P 500 Stock Index
TSR: Total Shareholder Return
U.S. GAAP: U.S. Generally Accepted Accounting Principles
U.S. Tape plans: U.S. cash equity and U.S. options industry data
NASDAQ, the NASDAQ logos, and other brand, service or product names or marks referred to in this report are trademarks or service marks, registered or otherwise, of Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade Reporting Facility are registered trademarks of FINRA.

This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. For market comparison purposes, The Nasdaq Stock Market data in this Quarterly Report on Form 10-Q for IPOs and new listings of equity securities (including issuers that switched from other listings venues, closed-end funds and ETPs) is based on data generated internally by us; therefore, the data may not be comparable to other publicly-available IPO data. Data regarding Nasdaq's combined market capitalization in the U.S. is obtained from FactSet. Data in this Quarterly Report on Form 10-Q for IPOs and new listings of equity securities on the Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North also is based on data generated internally by us. IPOs and new listings data is presented as of period end. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. We refer you to the “Risk Factors” section in our Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on February 21, 2025.
Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.

iii

Forward-Looking Statements
The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains these types of statements. Words such as “may,” “will,” “could,” “should,” “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future expectations as to industry and regulatory developments or business initiatives and strategies, future operating results or financial performance, and other future developments are intended to identify forward-looking statements. These include, among others, statements relating to:
• our strategic direction;
• the integration of acquired businesses, including accounting decisions relating thereto;
• the scope, nature or impact of acquisitions, divestitures, investments or other transactional activities;
• the effective dates for, and expected benefits of, ongoing initiatives, including transactional activities and other strategic, restructuring, technology, de-leveraging and capital return initiatives;
• our products and services;
• the impact of pricing changes;
• tax matters;
• the cost and availability of liquidity and capital; and
• any litigation, or any regulatory or government investigation or action, to which we are or could become a party or which may affect us and any potential settlements of litigation, regulatory or governmental investigations or actions.
Forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following:
• our operating results may be lower than expected;
• our ability to successfully integrate acquired businesses or divest sold businesses or assets, including the fact that any integration or transition may be more difficult, time consuming or costly than expected, and we may be unable to realize synergies from business combinations, acquisitions, divestitures or other transactional activities;
• loss of significant trading and clearing volumes or values, fees, market share, listed companies, market data customers or other customers;
• our ability to develop and grow our non-trading businesses;
• our ability to keep up with rapid technological advances, including our ability to effectively manage the development and use of AI in certain of our products and offerings, and adequately address cybersecurity risks;

• economic, political, regulatory and market conditions and fluctuations, including inflation, tariffs, the U.S. federal government shutdown, interest rate and foreign currency risk inherent in U.S. and international operations, and geopolitical instability;
• the performance and reliability of our technology and technology of third parties on which we rely;
• any significant systems failures or errors in our operational processes;
• our ability to continue to generate cash and manage our indebtedness; and
• adverse changes that may occur in the litigation or regulatory areas, or in the securities markets generally, or increased regulatory oversight domestically or internationally.
Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the uncertainty and any risk related to forward-looking statements that we make. These risk factors are more fully described in the “Risk Factors” section in our Form 10-K filed with the SEC on February 21, 2025. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully read this entire Quarterly Report on Form 10-Q, including “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the condensed consolidated financial statements and the related notes. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

iv

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Nasdaq, Inc.
Condensed Consolidated Balance Sheets
(in millions, except share and par value amounts)
September 30, 2025 December 31, 2024

Assets (unaudited)

Current assets:
Cash and cash equivalents $ 470   $ 592  
Restricted cash and cash equivalents 227   31  
Default funds and margin deposits (including restricted cash and cash equivalents of $ 3,744 and $ 4,383 , respectively)
5,750   5,664  
Financial investments 53   184  
Receivables, net 865   1,022  
Other current assets 232   293  
Total current assets 7,597   7,786  
Property and equipment, net 689   593  
Goodwill 14,336   13,957  
Intangible assets, net 6,620   6,905  
Operating lease assets 440   375  
Other non-current assets 972   779  
Total assets $ 30,654   $ 30,395  

Liabilities
Current liabilities:
Accounts payable and accrued expenses $ 256   $ 269  
Section 31 fees payable to SEC —   319  
Accrued personnel costs 313   325  
Deferred revenue 719   711  
Other current liabilities 236   215  
Default funds and margin deposits 5,750   5,664  
Short-term debt 431   399  
Total current liabilities 7,705   7,902  
Long-term debt 8,667   9,081  
Deferred tax liabilities, net 1,564   1,594  
Operating lease liabilities 454   388  
Other non-current liabilities 234   230  
Total liabilities 18,624   19,195  

Commitments and contingencies

Equity
Nasdaq stockholders’ equity:
Common stock, $ 0.01 par value, 900,000,000 shares authorized, shares issued: 597,402,009 at September 30, 2025 and 598,920,378 at December 31, 2024; shares outstanding: 572,746,191 at September 30, 2025 and 575,062,217 at December 31, 2024
6   6  
Additional paid-in capital 5,351   5,530  
Common stock in treasury, at cost: 24,655,818 shares at September 30, 2025 and 23,858,161 shares at December 31, 2024
( 710 ) ( 647 )
Accumulated other comprehensive loss ( 1,847 ) ( 2,099 )
Retained earnings 9,223   8,401  
Total Nasdaq stockholders’ equity 12,023   11,191  
Noncontrolling interests 7   9  
Total equity 12,030   11,200  
Total liabilities and equity $ 30,654   $ 30,395  

See accompanying notes to condensed consolidated financial statements.
1

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

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Revenues:      
Capital Access Platforms $ 546   $ 501   $ 1,588   $ 1,460  
Financial Technology 457   371   1,352   1,183  
Market Services 946   1,022   3,171   2,700  
Other revenues 9   8   27   27  
Total revenues 1,958   1,902   6,138   5,370  
Transaction-based expenses:    
Transaction rebates ( 637 ) ( 513 ) ( 1,845 ) ( 1,478 )
Brokerage, clearance and exchange fees ( 6 ) ( 243 ) ( 436 ) ( 470 )
Revenues less transaction-based expenses 1,315   1,146   3,857   3,422  
Operating expenses:    
Compensation and benefits 353   332   1,033   1,000  
Professional and contract services 38   36   112   108  
Technology and communication infrastructure 80   71   236   207  
Occupancy 32   28   90   85  
General, administrative and other 22   26   51   84  
Marketing and advertising 13   11   41   34  
Depreciation and amortization 158   153   471   460  
Regulatory 12   9   41   37  
Merger and strategic initiatives 9   10   53   23  
Restructuring charges 12   22   27   103  
Total operating expenses 729   698   2,155   2,141  
Operating income 586   448   1,702   1,281  
Interest income 8   8   32   20  
Interest expense ( 87 ) ( 102 ) ( 279 ) ( 313 )

Net gain (loss) on divestitures
( 2 ) —   37   —  

Other income
—   1   —   15  
Net income from unconsolidated investees
24   1   73   7  
Income before income taxes 529   356   1,565   1,010  
Income tax provision 106   51   296   250  
Net income 423   305 1,269   760  
Net loss attributable to noncontrolling interests —   1   1   2  
Net income attributable to Nasdaq $ 423   $ 306   $ 1,270   $ 762  
Per share information:    
Basic earnings per share $ 0.74   $ 0.53   $ 2.21   $ 1.32  
Diluted earnings per share $ 0.73   $ 0.53   $ 2.19   $ 1.32  
Cash dividends declared per common share $ 0.27   $ 0.24   $ 0.78   $ 0.70  

See accompanying notes to condensed consolidated financial statements.
2

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

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Net income $ 423   $ 305   $ 1,269   $ 760  
Other comprehensive income (loss):      
Foreign currency translation gains (losses)
27   31   157   ( 48 )
Income tax benefit (expense) (1)
( 5 ) 28   93   7  
Foreign currency translation, net 22   59   250   ( 41 )

Employee benefit plan adjustment —   —   —   19  
Income tax expense
—   —   —   ( 4 )
Employee benefit plan, net —   —   —   15  

Unrealized gain (loss) on derivatives instruments, net
—   —   2   ( 2 )

Total other comprehensive income (loss), net of tax 22   59   252   ( 28 )
Comprehensive income 445   364   1,521   732  
Comprehensive loss attributable to noncontrolling interests —   1   1   2  
Comprehensive income attributable to Nasdaq $ 445   $ 365   $ 1,522   $ 734  

____________
(1)     Primarily relates to the tax effect of unrealized gains and losses on our Euro Notes.

See accompanying notes to condensed consolidated financial statements.

3

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

Three Months Ended September 30, Nine Months Ended September 30,
2025
2024
2025 2024
Shares $ Shares $ Shares $ Shares $
Common stock 574   6   576   6   575   6   575   6  

Additional paid-in capital
Beginning balance 5,425   5,528   5,530   5,496  
Share repurchase program ( 1 ) ( 115 ) ( 1 ) ( 88 ) ( 4 ) ( 330 ) ( 2 ) ( 145 )

Share-based compensation — 41   — 37   2   122   3   105  

Other issuances of common stock, net — —   — —   — 29   — 21  
Ending balance 5,351   5,477   5,351   5,477  

Common stock in treasury, at cost
Beginning balance ( 706 ) ( 641 ) ( 647 ) ( 587 )
Other employee stock activity —   ( 4 ) —   ( 2 ) —   ( 63 ) ( 1 ) ( 56 )
Ending balance ( 710 ) ( 643 ) ( 710 ) ( 643 )

Accumulated other comprehensive loss
Beginning balance ( 1,869 ) ( 2,011 ) ( 2,099 ) ( 1,924 )
Other comprehensive income (loss) 22   59   252   ( 28 )
Ending balance ( 1,847 ) ( 1,952 ) ( 1,847 ) ( 1,952 )

Retained earnings
Beginning balance 8,955   8,016   8,401   7,825  
Net income attributable to Nasdaq 423   306   1,270   762  
Cash dividends declared and paid ( 155 ) ( 138 ) ( 448 ) ( 403 )
Ending balance 9,223   8,184   9,223   8,184  

Total Nasdaq stockholders’ equity 12,023   11,072   12,023   11,072  

Noncontrolling interests
Beginning balance 7   10   9   11  
Net activity related to noncontrolling interests
—   ( 1 ) ( 2 ) ( 2 )
Ending balance 7   9   7   9  

Total Equity 573   $ 12,030   575   $ 11,081   573   $ 12,030   575   $ 11,081  

See accompanying notes to condensed consolidated financial statements.
4

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

Nine Months Ended September 30,
2025 2024

Cash flows from operating activities:
Net income $ 1,269   $ 760  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 471   460  
Share-based compensation 122   105  
Deferred income taxes 30   ( 62 )

Net gain on divestitures
( 37 ) —  

Non-cash restructuring charges —   33  

Net income from unconsolidated investees
( 73 ) ( 7 )

Adenza purchase accounting adjustment —   32  
Other reconciling items included in net income ( 1 ) 39  
Net change in operating assets and liabilities, excluding the effects of divestitures:

Receivables, net 172   ( 99 )
Other assets 67   ( 43 )
Accounts payable and accrued expenses ( 22 ) ( 43 )
Section 31 fees payable to SEC ( 319 ) ( 10 )
Accrued personnel costs ( 25 ) 11  
Deferred revenue ( 10 ) 8  
Other liabilities ( 14 ) 50  

Net cash provided by operating activities 1,630   1,234  
Cash flows from investing activities:
Purchases of securities ( 234 ) ( 152 )
Proceeds from sales and redemptions of securities 392   141  

Proceeds from divestitures, net of cash divested
52   —  

Purchases of property and equipment ( 177 ) ( 147 )
Investments related to default funds and margin deposits, net (1)
( 419 ) 237  
Other investing activities ( 76 ) ( 24 )
Net cash provided by (used in) investing activities
( 462 ) 55  
Cash flows from financing activities:
Repayments of commercial paper, net
—   ( 291 )
Repayments of debt and credit commitment ( 726 ) ( 340 )

Repurchases of common stock ( 330 ) ( 145 )

Dividends paid ( 448 ) ( 403 )
Proceeds received from employee stock activity and other issuances 28   21  
Payments related to employee shares withheld for taxes ( 63 ) ( 56 )
Default funds and margin deposits ( 847 ) ( 1,320 )
Other financing activities —   ( 3 )
Net cash used in financing activities
( 2,386 ) ( 2,537 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents 653   ( 75 )
Net decrease in cash and cash equivalents and restricted cash and cash equivalents
( 565 ) ( 1,323 )
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period
5,006   7,118  
Cash and cash equivalents, restricted cash and cash equivalents at end of period $ 4,441   $ 5,795  
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents $ 470   $ 266  
Restricted cash and cash equivalents 227   42  
Restricted cash and cash equivalents (default funds and margin deposits) 3,744   5,487  
Total $ 4,441   $ 5,795  
Supplemental Disclosure Cash Flow Information

Interest paid $ 283   $ 315  
Income taxes paid, net of refund $ 220   $ 236  
__________________________
(1)      Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," of Note 14, "Clearing Operations."
See accompanying notes to condensed consolidated financial statements.
5

Nasdaq, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS
Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.
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 September 30, 2025, a total of 5,492 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of September 30, 2025, there were 4,359 total listings on The Nasdaq Stock Market, including 1,000 ETPs. The Nasdaq combined market capitalization in the U.S. was approximately $ 38.6 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,133 listed companies with a combined market capitalization of approximately $ 2.2 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 September 30, 2025, 439 ETPs listed on 29 exchanges in over 20 countries tracked a Nasdaq index and accounted for $ 829 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 and Solovis 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 September 2025, Nasdaq entered into an agreement to sell Nasdaq Solovis to a global software investor, which subsequently closed in October, and resulted in a gain which will be recorded in the fourth quarter of 2025.
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 more than 2,700 financial institutions detect, investigate, and report money laundering and financial fraud.

6

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 cloud-enabled platform supports 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 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 trade 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. Calypso is a leading cloud-enabled 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, “Divestitures,” for further discussion. Revenues from this business are reflected in other revenues in the Condensed Consolidated Statements of Income for all periods, 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. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The condensed 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. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments.
The accompanying condensed 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.
As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP.
Certain prior year amounts have been reclassified to conform to the current year presentation.
Certain percentages and per share amounts herein may not sum or recalculate due to rounding.
Accounting Estimates
In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenues, operating income and net income, as well as on the value of certain assets and liabilities in our Condensed Consolidated Balance Sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.
Subsequent Events
We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. See Note 4, “Divestitures” and “Variable Notional ASR Agreement,” of Note 11, “Nasdaq Stockholders’ Equity” for a discussion of subsequent events.

7

3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,
  2025
2024

  (in millions)
Capital Access Platforms:

Data & Listing Services $ 204   $ 190  
Index 206   182  
Workflow & Insights 136   129  
Financial Technology:

Financial Crime Management Technology 84   69  
Regulatory Technology 109   68  
Capital Markets Technology 264   234  
Market Services, net 303   266  
Other revenues 9   8  
Revenues less transaction-based expenses $ 1,315   $ 1,146  

Nine Months Ended September 30,
2025 2024
(in millions)
Capital Access Platforms
Data & Listing Services $ 594   $ 562  
Index 595   517  
Workflow & Insights 399   381  
Financial Technology
Financial Crime Management Technology 241   200  
Regulatory Technology 315   253  
Capital Markets Technology 796   730  
Market Services, net 890   752  
Other revenues 27   27  
Revenues less transaction-based expenses $ 3,857   $ 3,422  

Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the three and nine months ended September 30, 2025 and 2024.
For the three months ended September 30, 2025 and 2024, approximately 95.3 % and 94.6 %, respectively, of Market Services revenues were recognized at a point in time and 4.7 % and 5.4 %, respectively, were recognized over time. For the nine months ended September 30, 2025 and 2024, approximately 95.2 % and 95.4 %, respectively, of Market Services revenues were recognized at a point in time and 4.8 % and 4.6 %, respectively, were recognized over time.

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. 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.
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 Condensed Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $ 11 million as of September 30, 2025 and $ 10 million as of December 31, 2024. Changes to the allowance for doubtful accounts during the nine months ended September 30, 2025 were not material to our condensed 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 September 30, 2025. See Note 7, “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.

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The 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 September 30, 2025:

Financial Crime Management Technology Regulatory Technology Capital Markets Technology Workflow & Insights Total
(in millions)
Remainder of 2025
$ 82   $ 81   $ 88   $ 51   $ 302  
2026 312   276   326   157   1,071  
2027 231   205   263   85   784  
2028 123   132   194   29   478  
2029 38   62   121   8   229  
2030+ 11   51   274   10   346  
Total $ 797   $ 807   $ 1,266   $ 340   $ 3,210  

4. 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 by the end of the second quarter 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 previously included in Capital Markets Technology within our Financial Technology segment.
The impact of the transactions, net of costs to sell, described above are included in net gain (loss) on divestitures in the Condensed Consolidated Statements of Income.
In September 2025, Nasdaq entered into an agreement to sell Nasdaq Solovis to a global software investor, which subsequently closed in October, and resulted in a gain which will be recorded in the fourth quarter of 2025. The Nasdaq Solovis business is included in Workflow & Insights within our Capital Access Platforms segment.

5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Goodwill
The following table presents the changes in goodwill by business segment during the nine months ended September 30, 2025:

(in millions)
Capital Access Platforms
Balance at December 31, 2024 $ 4,127  

Foreign currency translation adjustments 155  
Balance at September 30, 2025 $ 4,282  
Financial Technology
Balance at December 31, 2024 $ 7,925  

Divestiture of business ( 9 )
Foreign currency translation adjustments 31  
Balance at September 30, 2025 $ 7,947  
Market Services
Balance at December 31, 2024 $ 1,905  

Foreign currency translation adjustments 202  
Balance at September 30, 2025 $ 2,107  

Total
Balance at December 31, 2024 $ 13,957  

Divestiture of business ( 9 )
Foreign currency translation adjustments 388  
Balance at September 30, 2025 $ 14,336  

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 for the three and nine months ended September 30, 2025 and 2024; 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 the future.

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Acquired Intangible Assets
The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:

September 30, 2025 December 31, 2024
Finite-Lived Intangible Assets (in millions)
Gross Amount:

Technology $ 1,234   $ 1,234  
Customer relationships 5,714   5,720  
Trade names and other 417   417  
Foreign currency translation adjustment ( 172 ) ( 237 )
Total gross amount $ 7,193   $ 7,134  
Accumulated Amortization:

Technology $ ( 496 ) $ ( 348 )
Customer relationships ( 1,365 ) ( 1,164 )
Trade names and other ( 60 ) ( 43 )
Foreign currency translation adjustment 118   153  
Total accumulated amortization $ ( 1,803 ) $ ( 1,402 )
Net Amount:

Technology $ 738   $ 886  
Customer relationships 4,349   4,556  
Trade names and other 357   374  
Foreign currency translation adjustment ( 54 ) ( 84 )
Total finite-lived intangible assets $ 5,390   $ 5,732  

Indefinite-Lived Intangible Assets
Exchange and clearing registrations $ 1,257   $ 1,257  
Trade names 121   121  
Licenses 52   52  
Foreign currency translation adjustment ( 200 ) ( 257 )
Total indefinite-lived intangible assets $ 1,230   $ 1,173  
Total intangible assets, net $ 6,620   $ 6,905  

There was no impairment of intangible assets for the three and nine months ended September 30, 2025 and 2024.
The following tables present our amortization expense for acquired finite-lived intangible assets:

Three Months Ended September 30,
2025 2024
(in millions)
Amortization expense $ 122   $ 122  

Nine Months Ended September 30,
2025 2024
(in millions)
Amortization expense $ 365   $ 366  

The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $ 54 million as of September 30, 2025) of acquired finite-lived intangible assets as of September 30, 2025:

(in millions)
Remainder of 2025
$ 123  
2026 503  
2027 493  
2028 460  
2029 433  
2030+ 3,432  
Total $ 5,444  

6. INVESTMENTS
The following table presents the details of our investments:
September 30, 2025 December 31, 2024
(in millions)
Financial investments $ 53   $ 184  

Equity method investments 491   417  
Equity securities 199   121  

Financial Investments
Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $ 43 million as of September 30, 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 this balance as of September 30, 2025 is primarily due to more regulatory capital being invested in short-term investments, which are classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed 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 September 30, 2025 and December 31, 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 Condensed Consolidated Balance Sheets. No impairments were recorded for the three and nine months ended September 30, 2025 and 2024.
Net income recognized from our equity interest in the earnings and losses of these equity method investments was $ 24 million and $ 1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 73 million and $ 7 million for the nine months ended September 30, 2025 and 2024, respectively.

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Equity Securities 
The carrying amounts of our equity securities are included in other non-current assets in the Condensed Consolidated Balance Sheets. Equity securities in the table above include $ 49 million of securities with readily determinable fair value. See Note 13, “Fair Value of Financial Instruments” for further discussion. For investments without readily determinable fair value we elected the measurement alternative. No material adjustments were made to the carrying value of our equity securities for the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024 , our equity securities primarily represent various strategic minority investments made through our corporate venture program.

7. DEFERRED REVENUE
Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the nine months ended September 30, 2025 are reflected in the following table: 

  Balance at December 31, 2024
Additions Revenue Recognized Foreign Currency Translation Balance at September 30, 2025

(in millions)
Capital Access Platforms:
Initial Listings $ 89   $ 30   $ ( 26 ) $ 3   $ 96  
Annual Listings 2   92   ( 1 ) 4   97  
Workflow & Insights 194   174   ( 164 ) 1   205  
Other 22   12   ( 11 ) 3   26  
Financial Technology:
Financial Crime Management Technology 148   129   ( 130 ) —   147  
Regulatory Technology 147   100   ( 129 ) 1   119  
Capital Markets Technology 186   71   ( 151 ) 5   111  
Total $ 788   $ 608   $ ( 612 ) $ 17   $ 801  

In the above table:
• Additions reflect 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.
• 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 September 30, 2025, we estimate that our deferred revenue will be recognized in the following years:

Fiscal year ended:
2025 2026 2027 2028 2029 2030+
Total
(in millions)
Capital Access Platforms:
Initial Listings $ 10   $ 36   $ 23   $ 12   $ 8   $ 7   $ 96  
Annual Listings 97   —   —   —   —   —   97  
Workflow & Insights 96   109   —   —   —   —   205  
Other 6   10   6   3   1   —   26  
Financial Technology:
Financial Crime Management Technology 68   77   1   1   —   —   147  
Regulatory Technology 49   70   —   —   —   —   119  
Capital Markets Technology 52   55   3   1   —   —   111  

Total $ 378   $ 357   $ 33   $ 17   $ 9   $ 7   $ 801  

In the above table, 2025 represents the remaining three months of 2025.
Deferred revenue that will be recognized beyond September 30, 2026 is included in other non-current liabilities in the Condensed Consolidated Balance Sheets. 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.

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8. DEBT OBLIGATIONS
The following table presents the changes in the carrying amounts of our debt obligations during the nine months ended September 30, 2025:

December 31, 2024 Payments,
Foreign
Currency
Translation
and
Accretion
September 30, 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   ( 60 ) 875  
2029 Notes
618   83   701  
2030 Notes
617   84   701  
2031 Notes
645   1   646  
2032 Notes
769   104   873  
2033 Notes
633   85   718  
2034 Notes
1,220   ( 98 ) 1,122  
2040 Notes
644   1   645  
2050 Notes
487   1   488  
2052 Notes
541   ( 118 ) 423  
2053 Notes
738   1   739  
2063 Notes
738   —   738  

2022 Revolving Credit Facility ( 3 ) 1   ( 2 )
Total long-term debt $ 8,582   $ 85   $ 8,667  
Total debt obligations $ 9,480   $ ( 382 ) $ 9,098  

In the table above, the 2026 Notes were reclassified to short-term debt as of September 30, 2025, including the balance as of December 31, 2024, for presentation purposes. Refer to “About this Form 10-Q” 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 less than the aggregate principal amount. As of September 30, 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 $ 8 million for the nine months ended September 30, 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.
In the third quarter of 2025, we repurchased an aggregate principal amount of $ 69 million of our 2026 Notes, which in the table above is partially offset by $ 1 million of accretion of discount and debt issuance costs on the notes.
In the second quarter of 2025, we repaid in full the 2025 Notes for an aggregate of $ 400  million. In the table above, $ 399  million reflects the repayment of $ 400  million partially offset by $ 1 million of accretion recorded during the first half of 2025.
In the first quarter of 2025, we repurchased an aggregate principal amount of $ 279 million of our 2028, 2034 and 2052 Notes, for a net purchase price of $ 257 million, excluding accrued interest. In the table above, the $ 279 million of repurchased debt is partially offset by $ 3 million of accelerated accretion of discount and debt issuance costs on the notes. As a result of the early extinguishment of these notes, we recorded a pre-tax gain of $ 19 million in general, administrative and other expense in the Condensed Consolidated Statements of Income.
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 Condensed Consolidated Balance Sheets. For the nine months ended September 30, 2025, the impact of translation increased the U.S. dollar value of our Euro Notes by $ 354 million.
Credit Facilities
2022 Revolving Credit Facility
In December 2022, Nasdaq amended and restated its previously 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 support for the repayment of commercial paper issued through the 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.

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As of September 30, 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.
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 three and nine months ended September 30, 2025 and 2024.
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.
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 $ 204 million as of September 30, 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 material for the three and nine months ended September 30, 2025 and 2024.

These facilities include customary affirmative and negative operating covenants and events of default.
Debt Covenants
As of September 30, 2025, we were in compliance with the covenants of all of our debt obligations.

9. 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 three and nine months ended September 30, 2025 and 2024, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Savings Plan expense
$ 5   $ 5   $ 16   $ 14  

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 Condensed Consolidated Statements of Income for the nine months ended September 30, 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 Condensed Consolidated Statements of Income:

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Retirement Plans expense
$ 9   $ 8   $ 26   $ 47  

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 three and nine months ended September 30, 2025 and 2024.

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10. 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 three and nine months ended September 30, 2025 and 2024, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:

  Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
  (in millions)
Share-based compensation expense before income taxes $ 41   $ 37   $ 122   $ 105  

Common Shares Available Under Our Equity Plan
As of September 30, 2025, we had approximately 21.5 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 nine months ended September 30, 2025:

Restricted Stock
  Number of Awards Weighted-Average Grant Date Fair Value

Unvested at December 31, 2024
4,178,867   56.30  
Granted 1,576,292   74.21  
Vested ( 1,451,059 ) 54.04  
Forfeited ( 182,952 ) 61.01  
Unvested at September 30, 2025
4,121,148   $ 63.74  

As of September 30, 2025, $ 158 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 2.3 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. 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. 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, 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 performance 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.

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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 nine months ended September 30, 2025 and 2024:

Grant date 2025
2024

Weighted-average risk-free interest rate 3.82 % 4.51 %
Expected volatility
23.27 % 24.50 %
Weighted-average grant date share price $ 76.10   $ 62.28  
Weighted-average fair value at grant date $ 92.57   $ 78.43  

The following table summarizes our PSU activity for the nine months ended September 30, 2025:

PSUs

Three-Year Program
  Number of Awards Weighted-Average Grant Date Fair Value

Unvested at December 31, 2024
2,174,151   $ 64.83  
Granted 886,656   90.84  
Vested ( 620,515 ) 62.89  
Forfeited ( 54,200 ) 68.92  
Unvested at September 30, 2025
2,386,092   $ 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 September 30, 2025, the total unrecognized compensation cost related to the outstanding PSU awards is $ 96 million and is expected to be recognized over a weighted-average period of 1.3 years.
Stock Options
There were no stock option awards granted and no stock options exercised for the three and nine month s ended September 30, 2025 and 2024.
A summary of our outstanding and exercisable stock options at September 30, 2025 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 September 30, 2025
1,420,323   $ 41.79   3.4 $ 66  
Exercisable at September 30, 2025
806,451   $ 22.23   1.3 $ 53  

As of September 30, 2025, the aggregate pre-tax intrinsic value represents the difference between our closing stock price on September 30, 2025 of $ 88.45 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 September 30, 2025 and 2024, 0.8  million outstanding stock options were exercisable and the exercise price was $ 22.23 . 
ESPP
We have an ESPP under which approximately 10.3 million shares of our common stock were available for future issuance as of September 30, 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.

11. NASDAQ STOCKHOLDERS ’ EQUITY
Common Stock
As of September 30, 2025, 900,000,000 shares of our common stock were authorized, 597,402,009 shares were issued and 572,746,191 shares were outstanding. As of December 31, 2024, 900,000,000 shares of our common stock were authorized, 598,920,378 shares were issued and 575,062,217 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0 % of the then-outstanding shares of Nasdaq common stock.
Common Stock in Treasury, at Cost
We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 24,655,818  shares of common stock in treasury as of September 30, 2025 and 23,858,161 shares as of December 31, 2024, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.
Share Repurchase Program
As of September 30, 2025, the remaining aggregate authorized amount under the existing share repurchase program was $ 1.4 billion.

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These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date.
The following is a summary of our share repurchase activity, reported based on settlement date, for the nine months ended September 30, 2025:

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

In the table above, the number of shares of common stock repurchased excludes an aggregate of 797,657 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs, and these repurchases are excluded from our repurchase program.
As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.
Variable Notional ASR Agreement
In October 2025, as part of a variable notional ASR agreement, we prepaid $ 250 million in exchange for an initial delivery of shares of common stock. The final number of shares to be repurchased will be based on an average of the volume-weighted average price of Nasdaq's common stock during the term of the ASR agreement, less a discount and subject to adjustments pursuant to the terms of the ASR agreement. The final notional amount is subject to a minimum and maximum and will depend on the price of our shares of common stock during the term of the ASR. The final settlement of the ASR agreement is expected to be completed in the fourth quarter of 2025. At settlement, additional shares of common stock may be delivered to us or, under certain circumstances, we may be required to deliver shares of our common stock or may elect to make a cash payment. In addition, we may receive the excess of the amount we prepaid over the final notional amount of the ASR in cash or, at our election, in shares of our common stock.

Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $ 0.01 per share, issuable from time to time in one or more series. As of September 30, 2025 and December 31, 2024, no shares of preferred stock were issued or outstanding.
Cash Dividends on Common Stock
During the first nine months of 2025, our board of directors declared and paid the following cash dividends:

Declaration Date Dividend Per
Common Share Record Date Total Amount Paid Payment Date
      (in millions)  
January 28, 2025 $ 0.24   March 14, 2025 $ 138   March 28, 2025
April 23, 2025 0.27   June 13, 2025 155   June 27, 2025
July 23, 2025 0.27   September 12, 2025 155   September 26, 2025

$ 448  

The total amount paid of $ 448 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at September 30, 2025.
In October 2025, the board of directors approved a regular quarterly cash dividend of $ 0.27 per share on our outstanding common stock. The dividend is payable on December 19, 2025 to shareholders of record at the close of business on December 5, 2025. The estimated aggregate payment of this dividend is $ 154 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.
The board of directors maintains a dividend policy with the intention to provide shareholders with regular and increasing dividends as earnings and cash flows increase.

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12. EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted earnings per share:

  Three Months Ended September 30,
  2025 2024
Numerator: (in millions, except share and per share amounts)
Net income attributable to common shareholders $ 423   $ 306  
Denominator:    
Weighted-average common shares outstanding for basic earnings per share 573,286,343   575,120,541  
Weighted-average effect of dilutive securities:
Weighted-average effect of dilutive securities - Employee equity awards 5,691,159   3,896,663  

Weighted-average common shares outstanding for diluted earnings per share 578,977,502   579,017,204  
Basic and diluted earnings per share:
Basic earnings per share $ 0.74   $ 0.53  
Diluted earnings per share $ 0.73   $ 0.53  

Nine Months Ended September 30,
2025 2024
Numerator: (in millions, except share and per share amounts)
Net income attributable to common shareholders $ 1,270   $ 762  
Denominator:
Weighted-average common shares outstanding for basic earnings per share 574,128,432   575,647,283  
Weighted-average effect of dilutive securities - Employee equity awards 5,178,964   3,317,144  
Weighted-average common shares outstanding for diluted earnings per share 579,307,396   578,964,427  
Basic and diluted earnings per share:
Basic earnings per share $ 2.21   $ 1.32  
Diluted earnings per share $ 2.19   $ 1.32  

In the tables 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 three and nine months ended September 30, 2025 and 2024.

13. 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 September 30, 2025 and December 31, 2024.

 
September 30, 2025
 
Total
Level 1
Level 2
Level 3

(in millions)

European government debt securities
$ 52   $ 52   $ —   $ —  

Time deposits 1   1   —   —  

Total financial investments
$ 53   $ 53   $ —   $ —  
Equity securities
49   49   —   —  
Total assets at fair value $ 102   $ 102   $ —   $ —  
December 31, 2024
Total
Level 1
Level 2
Level 3

(in millions)

European government debt securities
$ 166   $ 166   $ —   $ —  

Swedish mortgage bonds
13   —   13   —  

Time deposits 5   —   5   —  
Total financial investments
$ 184   $ 166   $ 18   $ —  
Equity securities 2   2   —   —  
Total assets at fair value $ 186   $ 168   $ 18   $ —  

Derivative Instruments
We utilize foreign exchange contracts primarily to reduce the volatility of earnings and cash flows associated with changes in foreign exchange rates. As of September 30, 2025, 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 Condensed Consolidated Balance Sheets, and as cash 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 Condensed Consolidated Statements of Income, together with the re-measurement gain or loss from the hedged balance sheet position.

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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 assets and other current liabilities in the Condensed Consolidated Balance Sheets. As of September 30, 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, commercial paper and certain other current liabilities.
We have certain investments, primarily our investment in OCC, which are accounted for under the equity method of accounting. For equity securities that do not have readily determinable fair value we have elected the measurement alternative. These equity securities 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 September 30, 2025, all of our outstanding debt obligations were fixed-rate obligations. We are 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 discounted cash flow analyses for our floating rate debt, and prevailing market rates for our fixed rate debt was $ 8.7 billion as of September 30, 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 8, “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 September 30, 2025 and December 31, 2024, there were no non-financial assets measured at fair value on a non-recurring basis.

14. 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, "Divestitures," for further discussion. Additionally, beginning in January 2025, Nasdaq no longer offers 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.
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.

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Default Fund Contributions and Margin Deposits
As of September 30, 2025, clearing member default fund contributions and margin deposits were as follows:

  September 30, 2025
  Cash Contributions Non-Cash Contributions Total Contributions
  (in millions)
Default fund contributions $ 1,275   $ 178   $ 1,453  
Margin deposits 4,475   6,032   10,507  
Total $ 5,750   $ 6,210   $ 11,960  

Of the total default fund contributions of $ 1,453 million, Nasdaq Clearing can utilize $ 1,368 million as capital resources in the event of a counterparty default. The remaining balance of $ 85 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 1 to 8 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 $ 5,750 million as of September 30, 2025 and $ 5,664 million as of December 31, 2024, in accordance with its investment policy as follows:

  September 30, 2025 December 31, 2024
  (in millions)
Demand deposits $ 3,011   $ 3,616  
Central bank certificates 733   767  
Restricted cash and cash equivalents $ 3,744   $ 4,383  
European government debt securities 361   465  
Reverse repurchase agreements 1,463   610  

Multilateral development bank debt securities 182   206  
Investments $ 2,006   $ 1,281  
Total $ 5,750   $ 5,664  

In the table above, the change from December 31, 2024 to September 30, 2025 includes a favorable impact from currency translation adjustments of $ 627 million for restricted cash and cash equivalents and $ 306 million for investments.
For the nine months ended September 30, 2025 and 2024, investments related to default funds and margin deposits, net includes purchases of investment securities of $ 70,866 million and $ 27,301 million, respectively, and proceeds from sales and redemptions of investment securities of $ 70,447 million and $ 27,538 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, 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 Condensed 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 Condensed 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.

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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 September 30, 2025, Nasdaq Clearing committed capital totaling $ 159 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as a cash equivalent and included in restricted cash and cash equivalents in the Condensed 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 Condensed Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in the Condensed 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 helps 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 September 30, 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 Waterfall
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 September 30, 2025;
• 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 September 30, 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.

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In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $ 89 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:

  September 30, 2025
  (in millions)
Commodity forwards
$ 18  
Fixed-income swaps and forwards
734  
Stock options and forwards
479  
Index options and forwards
111  
Total $ 1,342  

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 nine month s ended September 30, 2025 and 2024:

Nine Months Ended September 30,
  2025
2024

Commodity and seafood options, futures and forwards 191,088   165,641  
Fixed-income swaps, futures and forwards
14,269,081   14,306,316  
Stock options, futures and forwards
17,875,224   17,592,459  
Index options, futures and forwards
23,362,390   26,833,338  
Total 55,697,783   58,897,754  

As noted above, beginning in January 2025, Nasdaq no longer offers seafood derivatives clearing.
Resale and Repurchase Agreements Contracts Outstanding and Cleared
The outstanding contract value of resale and repurchase agreements was $ 1.4 billion and $ 2.1 billion as of September 30, 2025 and 2024, respectively. The total number of resale and repurchase agreements contracts cleared was 2,812,945 and 3,706,152 for the nine months ended September 30, 2025 and 2024, respectively.

15. 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 September 30, 2025 December 31, 2024
Assets: (in millions)
Operating lease assets Operating lease assets $ 440   $ 375  

Liabilities:
Current lease liabilities Other current liabilities $ 56   $ 55  
Non-current lease liabilities Operating lease liabilities 454   388  
Total lease liabilities $ 510   $ 443  

The following table summarizes Nasdaq’s lease cost:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in millions)
Operating lease cost $ 21   $ 19   $ 60   $ 59  
Variable lease cost 12   10   31   28  
Sublease income ( 1 ) ( 1 ) ( 1 ) ( 2 )
Total lease cost $ 32   $ 28   $ 90   $ 85  

In the table above, operating lease costs include short-term lease costs, which were immaterial.
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 Condensed Consolidated Balance Sheets.

September 30, 2025
(in millions)
Remainder of 2025
$ 17  
2026 80  
2027 76  
2028 72  
2029
70  
2030+
295  
Total lease payments $ 610  
Less: interest ( 100 )
Present value of lease liabilities $ 510  

In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $ 56 million.
Total lease payments in the table above excludes $ 18 million of legally binding minimum lease payments for leases signed but not yet commenced.

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The following table provides information related to Nasdaq’s lease term and discount rate:

September 30, 2025
Weighted-average remaining lease term (in years) 8.6

Weighted-average discount rate 4.2   %

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

Nine Months Ended September 30,
2025
2024
(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities $ 59   $ 64  

Lease assets obtained in exchange for operating lease liabilities $ 107   $ 28  

16. INCOME TAXES
Income Tax Provision
The following tables present our income tax provision and effective tax rate:

Three Months Ended September 30,
2025 2024
(in millions)
Income tax provision $ 106   $ 51  
Effective tax rate 20.0 % 14.3 %

Nine Months Ended September 30,
2025 2024
(in millions)
Income tax provision $ 296   $ 250  
Effective tax rate 18.9 % 24.8 %

The higher effective tax rate for the three months ended September 30, 2025, as compared to the prior year period, was primarily due to a tax benefit related to payments made to former Adenza employees in September of 2024. The lower effective tax rate for the nine months ended September 30, 2025, as compared to the prior year period, was primarily due to the completion of an intra-group transfer of certain intellectual property, or IP, rights to the U.S. headquarters in June of 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 and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.
On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law. While we anticipate a positive impact, we do not expect it to be material to earnings in future periods.

Tax Audits
Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return, 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 federal income tax return is subject to examination by the Internal Revenue Service for the years 2021 through 2023. Several state tax returns are currently under examination by the respective tax authorities for the years 2014 through 2023. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2019 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 condensed consolidated financial position or results of operations, but may be material to our operating results for a particular period and the effective tax rate for that period. We do not expect the settlement of any tax audits to be material in the next twelve months.

17. 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 14, “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 September 30, 2025 and December 31, 2024. As discussed in “Other Credit Facilities,” of Note 8, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $ 204 million as of September 30, 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 14, “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 condensed consolidated financial statements of Nasdaq.

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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 Condensed 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 Condensed Consolidated Balance Sheets for these arrangements.
Legal and Regulatory Matters 
European Commission Matter
In September 2024, the European Commission 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 European Commission’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 European Commission’s investigation. We have been cooperating with the European Commission, but are uncertain about the duration or ultimate outcome of the European Commission’s 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 than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 16, “Income Taxes,” for further discussion.

18. 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 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 three and nine months ended September 30, 2025 and 2024:

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  Three Months Ended September 30,
  2025
2024

(in millions)
Capital Access Platforms

Total revenues $ 546   $ 501  
Direct and directly consumed expenses 175   173  
Other expenses 46   38  
Operating income $ 325   $ 290  
Depreciation and amortization 11   10  
Purchase of property and equipment 18   16  
Financial Technology

Total revenues $ 457   $ 405  
Direct and directly consumed expenses 220   203  
Other expenses 31   20  
Operating income $ 206   $ 182  
Depreciation and amortization 14   10  
Purchase of property and equipment 37   27  
Market Services

Total revenues $ 946   $ 1,022  
Transaction-based expenses ( 643 ) ( 756 )
Revenues less transaction-based expenses 303   266  
Direct and directly consumed expenses 84   85  
Other expenses 22   20  
Operating income $ 197   $ 161  
Depreciation and amortization 11   10  
Purchase of property and equipment 14   14  
Corporate Items

Total revenues $ 9   $ ( 26 )
Other expenses 151   159  
Operating loss $ ( 142 ) $ ( 185 )
Amortization of acquired intangible assets 122   123  
Consolidated

Total revenues $ 1,958   $ 1,902  
Transaction-based expenses ( 643 ) ( 756 )
Revenues less transaction-based expenses $ 1,315   $ 1,146  
Direct and directly consumed expenses 479   461  
Other expenses 250   237  
Operating income $ 586   $ 448  
Depreciation and amortization 158   153  
Purchase of property and equipment 69   57  

Nine Months Ended September 30,
2025 2024
(in millions)
Capital Access Platforms
Total revenues $ 1,588   $ 1,460  
Direct and directly consumed expenses
523   498  
Other expenses
127   122  
Operating income $ 938   $ 840  

Depreciation and amortization
34   31  
Purchase of property and equipment 46   37  
Financial Technology
Total revenues $ 1,352   $ 1,217  
Direct and directly consumed expenses 646   595  
Other expenses
87   66  
Operating income $ 619   $ 556  

Depreciation and amortization
38   31  
Purchase of property and equipment 89   71  
Market Services
Total revenues $ 3,171   $ 2,700  
Transaction-based expenses
( 2,281 ) ( 1,948 )
Revenues less transaction-based expenses $ 890   $ 752  
Direct and directly consumed expenses 264   250  
Other expenses
62   63  
Operating income $ 564   $ 439  

Depreciation and amortization
34   30  
Purchase of property and equipment
42   39  
Corporate Items

Total revenues $ 27   $ ( 7 )
Other expenses
446   547  
Operating loss $ ( 419 ) $ ( 554 )

Amortization of acquired intangible assets
365   368  

Consolidated
Total revenues $ 6,138   $ 5,370  
Transaction-based expenses ( 2,281 ) ( 1,948 )
Revenues less transaction-based expenses $ 3,857   $ 3,422  
Direct and directly consumed expenses 1,433   1,343  
Other expenses
722   798  
Operating income $ 1,702   $ 1,281  

Depreciation and amortization 471   460  
Purchase of property and equipment 177   147  

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Direct and directly consumed expenses in the preceding tables represent 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:

Three Months Ended September 30,
2025 2024
(in millions)
Revenues:
Divestiture
$ 9   $ 8  
Adenza purchase accounting adjustment
—   ( 34 )
Expenses:
Amortization expense of acquired intangible assets 122   122  
Merger and strategic initiatives expense 9   10  
Restructuring charges 12   22  

Legal and regulatory matters 1   —  

Expenses - divestiture
5   4  
Other 2   1  
Total expenses $ 151   $ 159  
Operating loss $ ( 142 ) $ ( 185 )

Nine Months Ended September 30,
2025 2024
(in millions)
Revenues:
Divestiture
$ 27   $ 27  
Adenza purchase accounting adjustment
—   ( 34 )
Expenses:
Amortization expense of acquired intangible assets 365   366  
Merger and strategic initiatives expense 53   23  
Restructuring charges 27   103  

Legal and regulatory matters 3   16  
Gain on extinguishment of debt
( 19 ) —  
Pension settlement charge
—   23  
Expenses - divestiture
13   12  
Other 4   4  
Total expenses $ 446   $ 547  
Operating loss $ ( 419 ) $ ( 554 )

For further discussion of our segments’ results, see “Segment Operating Results,” of “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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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 by the end of the second quarter 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. Revenues and expenses related to this transaction are included as revenues and expenses - divestiture.
• 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 transaction.

◦ For the three and nine months ended September 30, 2025 and 2024, these costs included Adenza integration costs and other strategic initiative costs. For the nine months ended September 30, 2024, these costs were partially offset by recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the nine months ended September 30, 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 19, “Restructuring Charges,” for further discussion of these plans.
• 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. Other items primarily include:
◦ Adenza purchase accounting adjustment: 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, for the nine months ended September 30, 2024, we have excluded the reduction of $ 34 million as this relates to the prior year's impact of this change. We have not excluded the $ 2 million offsetting impact of this change as it related to the 2024 results.
◦ Gain on extinguishment of debt: For the nine months ended September 30, 2025, this includes a gain on extinguishment of debt, which is recorded in general, administrative and other expense in the Condensed Consolidated Statements of Income. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
◦ Legal and regulatory matters: For the three and nine months ended September 30, 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Condensed Consolidated Statements of Income. For the nine months ended September 30, 2024, this primarily related to settlement of an SFSA fine, and accruals related to certain legal matters.
◦ Pension settlement charge: For the nine months ended September 30, 2024, we recorded a pre-tax loss 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 in the Condensed Consolidated Statements of Income. See Note 9, “Retirement Plans,” for further discussion.

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Geographic Data
The following tables present total gross revenues by geographic area for the three and nine months ended September 30, 2025 and 2024. Revenues are classified based upon the location of the customer.
Three Months Ended September 30,
2025 2024
 (in millions)
United States $ 1,562   $ 1,549  
All other countries
396   353  
Total $ 1,958   $ 1,902  

Nine Months Ended September 30,
2025
2024

(in millions)
United States $ 4,947   $ 4,261  
All other countries 1,191   1,109  
Total $ 6,138   $ 5,370  

No single customer accounted for 10.0% or more of our revenues for the three and nine months ended September 30, 2025 and 2024.
The following table presents property and equipment, net by geographic area as of September 30, 2025 and December 31, 2024. Property and equipment information is based on the physical location of the assets.

(in millions)
September 30, 2025 December 31, 2024
United States $ 454   $ 425  
All other countries 235   168  
Total $ 689   $ 593  

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

19. 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 to accelerate our momentum. 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. We expect to achieve benefits primarily in the form of expense synergies, with more than $ 150 million net expense synergies actioned through September 30, 2025, and do not expect our costs to be more than one times our achieved synergies. Initiatives taken as part of this program are expected to be actioned by the end of 2025, while certain costs may be recognized in the first half of 2026.

Costs related to these programs are recorded as restructuring charges in the Condensed Consolidated Statements of Income.
The following table presents a summary of the Adenza restructuring program and our divisional realignment program charges for the three and nine months ended September 30, 2025 and 2024 as well as total program costs incurred since the inception date of each program.

Three Months Ended September 30, Nine Months Ended September 30,
2025
2024
2025
2024

(in millions)
Asset impairment charges
Adenza restructuring $ —   $ —   $ —   $ 24  
Divisional realignment —   5   —   9  
Consulting services
Adenza restructuring 3   1   5   4  
Divisional realignment —   6   —   27  
Employee-related costs
Adenza restructuring 7   3   18   15  
Divisional realignment —   2   —   8  
Other
Adenza restructuring 2   1   4   6  
Divisional realignment —   4   —   10  
Total restructuring charges $ 12   $ 22   $ 27   $ 103  

Total Program Costs Incurred
Adenza restructuring $ 98  
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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q.
Certain percentages and per share amounts herein may not sum or recalculate due to rounding.

EXECUTIVE OVERVIEW
Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.
We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.
Third Quarter 2025 Highlights
• Nasdaq delivered a strong quarter in Listing Services, highlighting the Company’s continued market leadership and welcomed U.S. operating companies that raised $6.0 billion in proceeds.
• Index had $17 billion in net inflows in the third quarter and a record $91 billion in net inflows over the last twelve months. End of period ETP AUM reached $829 billion and average ETP AUM over the third quarter was $ 777 billion at quarte r-end, an all-time high. Nasdaq launched 30 new Index products in the third quarter, including 18 international products and 13 in the institutional insurance annuity space.
• The Financial Technology segment delivered 12% ARR growth, reflecting an increase in new clients, cross-sells and upsells.
• Market Services delivered record U.S. equity derivatives revenue and volumes. Within our U.S. derivatives business, Nasdaq Index options volumes also achieved record levels in the third quarter.
• In September, Nasdaq’s Closing Cross set a new daily notional value record.

Macroeconomic environment
Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in the first nine months of 2025, as compared to the same period in 2024, has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq indices. The impact of global uncertainty due to tariff policies has caused some delays in IPOs; however, the expectation of a lower cost of capital, U.S. economic resilience and certain deregulation efforts have created more investor confidence in new issuances. To the extent that global or national economic conditions weaken and result in slower growth or recessions, or we experience an extended U.S. federal government shutdown, our business may temporarily be negatively impacted.

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Nasdaq ’ s Operating Results
The following tables summarize our financial performance for the three and nine months ended September 30, 2025 compared to the same periods in 2024. For a detailed discussion of our results of operations, see “Segment Operating Results” below.

Three Months Ended September 30, Percentage Change
2025 2024
(in millions, except per share amounts)
Revenues less transaction-based expenses $ 1,315  $ 1,146  14.8  %
Operating expenses 729  698  4.4  %
Operating income $ 586  $ 448  31.0  %
Net income attributable to Nasdaq $ 423  $ 306  38.4  %
Diluted earnings per share $ 0.73  $ 0.53  38.4  %
Cash dividends declared per common share $ 0.27  $ 0.24  12.5  %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions, except per share amounts)  
Revenues less transaction-based expenses $ 3,857  $ 3,422  12.7  %
Operating expenses 2,155  2,141  0.7  %
Operating income $ 1,702  $ 1,281  32.9  %
Net income attributable to Nasdaq $ 1,270  $ 762  66.6  %
Diluted earnings per share $ 2.19  $ 1.32  66.6  %
Cash dividends declared per common share $ 0.78  $ 0.70  11.4  %

In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 3. Quantitative and Qualitative Disclosures About Market Risk.”

The following chart summarizes our ARR (in millions):

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

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The ARR chart includes:
▪
Capital Access Platforms

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

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

◦
Subscription contracts under our Workflow & Insights business

▪
Financial Technology

◦
Financial Crime Management Technology SaaS subscription contracts excluding one-time service requests

◦
Regulatory Technology SaaS and subscription and support contracts excluding one-time service requests

◦
Capital Markets Technology SaaS and subscription and support contracts excluding one-time service requests

The following chart summarizes our quarterly annualized SaaS revenues for Solutions, which comprises our Capital Access Platforms and Financial Technology segments, for September 30, 2025 and 2024 (in millions):

SEGMENT OPERATING RESULTS
The following tables present our revenues by segment:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
Capital Access Platforms $ 546  $ 501  9.1  %
Financial Technology 457  371  23.3  %
Market Services 946  1,022  (7.4) %
Other revenues 9  8  1.7  %
Total revenues $ 1,958  $ 1,902  3.0  %
Transaction rebates (637) (513) 24.1  %
Brokerage, clearance and exchange fees (6) (243) (97.2) %
Total revenues less transaction-based expenses $ 1,315  $ 1,146  14.8  %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)  
Capital Access Platforms $ 1,588  $ 1,460  8.8  %
Financial Technology 1,352  1,183  14.4  %
Market Services 3,171  2,700  17.4  %
Other revenues 27  27  0.1  %
Total revenues $ 6,138  $ 5,370  14.3  %
Transaction rebates (1,845) (1,478) 24.8  %
Brokerage, clearance and exchange fees (436) (470) (7.3) %
Total revenues less transaction-based expenses $ 3,857  $ 3,422  12.7  %

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

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

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
Data & Listing Services $ 204  $ 190  7.4  %
Index 206  182  13.5  %
Workflow & Insights 136  129  5.4  %
Total Capital Access Platforms $ 546  $ 501  9.1  %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)  
Data & Listing Services $ 594  $ 562  5.8  %
Index 595  517  14.9  %
Workflow & Insights 399  381  4.8  %
Total Capital Access Platforms $ 1,588  $ 1,460  8.8  %

As of September 30,

2025 2024
ARR (in millions) $ 1,345  $ 1,254 

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

Three Months Ended September 30,
2025 2024
IPOs
The Nasdaq Stock Market 76  48 
The Nasdaq Stock Market - SPACs 30  15 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 2  1 
Total new listings
The Nasdaq Stock Market 205  138 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 4  6 

Nine Months Ended September 30,
2025 2024
IPOs
The Nasdaq Stock Market 218  114 
The Nasdaq Stock Market - SPACs 89  28 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 12  7 
Total new listings
The Nasdaq Stock Market 569  301 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 19  18 

As of September 30,

2025 2024
Number of listed companies
The Nasdaq Stock Market 4,359  4,039 
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 1,133  1,186 

ARR (in millions) 743  683 

In the tables above:
• The number of total listed companies on The Nasdaq Stock Market for the nine months ended September 30, 2025 and 2024 included 1,000 and 712 ETPs, respectively.
• IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.
Data & Listing Services revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to new listings, an increase in data net sales and usage, and pricing, partially offset by delistings and lower amortization of prior period initial listing fees.

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

As of or
Three Months Ended September 30,

2025 2024
Number of licensed ETPs 439  388 
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance $ 600  $ 411 
Net appreciation
138  143 
Net impact of ETP sponsor switches —  (16)
Net inflows 91  62 
Ending balance $ 829  $ 600 
Quarterly average ETP AUM tracking Nasdaq indices (in billions) $ 777  $ 575 

ARR (in millions) $ 81  $ 74 

In the table above, TTM represents trailing twelve months.
Index revenues increased for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to higher average AUM in exchange traded products linked to Nasdaq indices, partially offset by lower revenues on derivatives contracts linked to the Nasdaq-100 index. Index revenues increased for the nine months ended September 30, 2025 compared with the same period in 2024 due to higher average AUM in exchange traded products linked to Nasdaq indices and growth in revenues due to higher trading volume on derivatives contracts linked to the Nasdaq-100 Index. This increase was partially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue.

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

As of or
Three Months Ended September 30,

2025 2024
(in millions)
ARR $ 521  $ 497 
Quarterly annualized SaaS revenues 450  427 

Workflow & Insights revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Alternative Data sales growth.

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Financial Technology
The following tables present revenues from our Financial Technology segment:

  Three Months Ended September 30, Percentage Change
  2025 2024
  (in millions)  
Financial Crime Management Technology
$ 84  $ 69  22.0  %
Regulatory Technology
109  68  61.6  %
Capital Markets Technology
264  234  12.6  %
Total Financial Technology $ 457  $ 371  23.3  %

Nine Months Ended September 30, Percentage Change
2025 2024
(in millions)
Financial Crime Management Technology
$ 241  $ 200  20.7  %
Regulatory Technology
315  253  24.2  %
Capital Markets Technology
796  730  9.2  %
Total Financial Technology $ 1,352  $ 1,183  14.4  %

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

As of or
Three Months Ended September 30,

2025 2024
(in millions)
ARR and Quarterly annualized SaaS revenues $ 316  $ 268 

Financial Crime Management Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher subscription revenues from new sales and price increases to existing clients, and new client contracts.

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

As of or
Three Months Ended September 30,

2025 2024
(in millions)
ARR $ 389  $ 350 
Quarterly annualized SaaS revenues 213  188 

Regulatory Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to increased subscription revenue from new sales and price increases to existing clients, and revenue from new clients from our AxiomSL and Surveillance product offerings. Revenues also increased as compared to the same periods in 2024 due to a one-time revenue reduction recognized in the third quarter of 2024 related to a purchase accounting adjustment. See Note 3, “Revenue from Contracts with Customers,” to the condensed consolidated financial statements for discussion on the measurement period adjustment.

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

As of or
Three Months Ended September 30,

2025 2024
(in millions)
ARR $ 957  $ 864 
Quarterly annualized SaaS revenues 153  128 

Capital Markets Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024. The increase for both periods was primarily due to an increase in our trade management services business due to data center growth. The increase for these periods is also attributable to higher subscription revenues from new sales and price increases to existing clients, as well as revenues from new clients from our Calypso business. For the nine months ended September 30, 2025 the increase was also driven by price increases and upsells in our market technology business.

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Market Services
The following tables present revenues from our Market Services segment:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
Market Services $ 946  $ 1,022  (7.4) %
Transaction-based expenses:
Transaction rebates (637) (513) 24.1  %
Brokerage, clearance and exchange fees
(6) (243) (97.2) %
Total Market Services, net $ 303  $ 266  14.1  %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)  
Market Services $ 3,171  $ 2,700  17.4  %
Transaction-based expenses:
Transaction rebates (1,845) (1,478) 24.8  %
Brokerage, clearance and exchange fees
(436) (470) (7.3) %
Total Market Services, net $ 890  $ 752  18.3  %

The following tables present net revenues by product from our Market Services segment:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
U.S. Equity Derivative Trading $ 124  $ 107  15.5  %
Cash Equity Trading 127  107  19.0  %
U.S. Tape plans 33  35  (7.4) %
Other 19  17  18.5  %
Total Market Services, net $ 303  $ 266  14.1  %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)
U.S. Equity Derivative Trading $ 346  $ 289  19.8  %
Cash Equity Trading 381  317  20.1  %
U.S. Tape plans 103  94  8.7  %
Other 60  52  15.8  %
Total Market Services, net $ 890  $ 752  18.3  %

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

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

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
U.S. Equity Derivative Trading Revenues $ 416  $ 374  11.4  %
Section 31 fees
—  27  (100.0) %
Transaction-based expenses:
Transaction rebates (292) (266) 9.9  %
Section 31 fees
—  (27) (100.0) %
Brokerage and clearance fees —  (1) (44.4) %
U.S. Equity Derivative Trading Revenues, net
$ 124  $ 107  15.5  %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)
U.S. Equity Derivative Trading Revenues $ 1,234  $ 1,031  19.7  %
Section 31 fees
47  57  (17.5) %
Transaction-based expenses:  
Transaction rebates (885) (740) 19.7  %
Section 31 fees
(47) (57) (17.5) %
Brokerage and clearance fees (3) (2) 25.3  %
U.S. Equity Derivative Trading Revenues, net
$ 346  $ 289  19.8  %

Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to a rate change by the SEC in the second quarter of 2025. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.

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Three Months Ended September 30,
2025 2024