10-Q – 2025-10-23 – ndaq-20250930.htm

Total industry average daily volume (in millions) 55.8  44.5 
Nasdaq PHLX matched market share 10.4 % 9.4 %
The Nasdaq Options Market matched market share 2.5 % 5.8 %
Nasdaq BX Options matched market share 1.6 % 2.3 %
Nasdaq ISE Options matched market share 7.0 % 6.8 %
Nasdaq GEMX Options matched market share 3.5 % 2.7 %
Nasdaq MRX Options matched market share 3.5 % 3.2 %
Total matched market share executed on Nasdaq’s exchanges 28.5 % 30.2 %

Nine Months Ended September 30,
  2025 2024
U.S. equity options  
Total industry average daily volume (in millions) 54.0  43.3 
Nasdaq PHLX matched market share 9.7 % 9.9 %
The Nasdaq Options Market matched market share 3.9 % 5.5 %
Nasdaq BX Options matched market share 1.7 % 2.3 %
Nasdaq ISE Options matched market share 6.8 % 6.7 %
Nasdaq GEMX Options matched market share 3.9 % 2.6 %
Nasdaq MRX Options matched market share 3.0 % 2.6 %
Total matched market share executed on Nasdaq’s exchanges 29.0 % 29.6 %

U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes, partially offset by lower capture and lower matched market share executed on Nasdaq’s exchanges.
Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.

Cash Equity Trading Revenues
The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
Cash Equity Trading Revenues $ 471  $ 354  33.1  %
Section 31 fees
—  210  (100.0) %
Transaction-based expenses:
Transaction rebates (338) (242) 39.7  %
Section 31 fees
—  (210) (100.0) %
Brokerage and clearance fees (6) (5) 17.2  %
Cash equity trading revenues, net $ 127  $ 107  19.0  %

Nine Months Ended September 30, Percentage Change
2025 2024
(in millions)
Cash Equity Trading Revenues $ 1,340  $ 1,056  27.0  %
Section 31 fees
367  394  (7.1 %)
Transaction-based expenses:      
Transaction rebates (940) (722) 30.2 %
Section 31 fees
(367) (394) (7.1 %)
Brokerage and clearance fees (19) (17) 13.4 %
Cash equity trading revenues, net $ 381  $ 317  20.1  %

See the discussion above for an explanation of Section 31 fees for the three and nine months ended September 30, 2025 as compared with the same periods in 2024.

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Three Months Ended September 30,
2025 2024
Total U.S.-listed securities
Total industry average daily share volume (in billions) 17.6  11.5 
Matched share volume (in billions) 158.6  118.2 
The Nasdaq Stock Market matched market share 13.7 % 15.6 %
Nasdaq BX matched market share 0.3 % 0.3 %
Nasdaq PSX matched market share 0.1 % 0.2 %
Total matched market share executed on Nasdaq’s exchanges 14.1 % 16.1 %
Market share reported to the FINRA/Nasdaq Trade Reporting Facility 47.6 % 44.7 %
Total market share 61.7 % 60.8 %
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges 627,568 609,167
Total average daily value of shares traded (in billions) $ 4.5  $ 4.1 
Total market share executed on Nasdaq’s exchanges 72.8 % 72.3 %

Nine Months Ended September 30,
  2025 2024
Total U.S.-listed securities
Total industry average daily share volume (in billions) 17.2  11.7 
Matched share volume (in billions) 454.4  354.3 
The Nasdaq Stock Market matched market share 13.8 % 15.6 %
Nasdaq BX matched market share 0.3 % 0.4 %
Nasdaq PSX matched market share 0.1 % 0.2 %
Total matched market share executed on Nasdaq’s exchanges 14.2 % 16.2 %
Market share reported to the FINRA/Nasdaq Trade Reporting Facility 47.7 % 43.0 %
Total market share 61.9 % 59.2 %
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges 736,829 645,622
Total average daily value of shares traded (in billions) $ 5.2  $ 4.5 
Total market share executed on Nasdaq’s exchanges 71.8 % 72.2 %

Cash equity trading revenues and cash equity trading revenues, net increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. and European industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower capture.

Transaction rebates increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.
U.S. Tape Plans
The following tables present revenues from our U.S. Tape plans business:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
U.S. Tape plans $ 33  $ 35  (7.4) %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)
U.S. Tape plans $ 103  $ 94  8.7  %

U.S. Tape plans revenues decreased for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to lower audit revenue collection, partially offset by higher usage volume. The increase for the nine months ended September 30, 2025 compared with the same period in 2024 was primarily due to higher one-time industry-wide adjustments and higher usage volume.
Other
Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues from these businesses:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
Other $ 19  $ 17  18.5  %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)
Other $ 60  $ 52  15.8  %

In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million and $5 million for the three months ended September 30, 2025 and 2024, respectively, and $20 million and $16 million for the nine months ended September 30, 2025 and 2024, respectively.
Other revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to an increase in Nordic derivatives revenues and Canadian cash equity revenues.

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Other Revenues
For the three and nine months ended September 30, 2025 and 2024, Other revenues include revenues related to our Nordic power futures business. See Note 4, "Divestitures," for further discussion.

EXPENSES
Operating Expenses
The following tables present our operating expenses:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
Compensation and benefits $ 353  $ 332  6.5  %
Professional and contract services 38  36  6.7  %
Technology and communication infrastructure 80  71  11.9  %
Occupancy 32  28  15.0  %
General, administrative and other 22  26  (18.6) %
Marketing and advertising 13  11  17.0  %
Depreciation and amortization 158  153  3.3  %
Regulatory 12  9  32.8  %
Merger and strategic initiatives 9  10  (12.3) %
Restructuring charges 12  22  (44.4) %
Total operating expenses $ 729  $ 698  4.4  %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)  
Compensation and benefits $ 1,033  $ 1,000  3.3%
Professional and contract services 112  108  4.5%
Technology and communication infrastructure 236  207  14.2%
Occupancy 90  85  7.0%
General, administrative and other 51  84  (39.7)%
Marketing and advertising 41  34  19.9%
Depreciation and amortization 471  460  2.3%
Regulatory 41  37  10.1%
Merger and strategic initiatives 53  23  129.8%
Restructuring charges 27  103  (74.4)%
Total operating expenses $ 2,155  $ 2,141  0.7%

The increase in compensation and benefits expense for the three and nine months ended September 30, 2025 compared with the same periods in 2024 was primarily driven by increased headcount and higher incentive compensation. The increase in the first nine month of 2025 compared with the same period in 2024 was partially offset by a pre-tax charge of $23 million in the first quarter of 2024 resulting from the finalization of the termination of our pension plan.
Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,625 employees as of September 30, 2025 from 9,120 employees as of September 30, 2024, as we support revenue growth and innovation.
Professional and contract services expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to increased consulting costs. For the nine months ended September 30, 2025, these costs were partially offset by a decrease in certain legal fees.
Technology and communication infrastructure expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to increased investment in technology, particularly our cloud initiatives and software licensing.
Occupancy expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to colocation data center growth.

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General, administrative and other expense decreased for the three and nine months ended September 30, 2025 as compared with the same periods in 2024 due to a change in classification of costs related to the CAT from general, administrative and other expense to regulatory expense, beginning in the fourth quarter of 2024 and a gain on extinguishment of debt recorded in the first nine months of 2025. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Marketing and advertising expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher client acquisition costs.
Depreciation and amortization expense increased slightly for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to increased depreciation of capitalized software projects.
Regulatory expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to an increase in CAT operating fees and the change in classification of these costs, as described above.
We have pursued various strategic initiatives and completed acquisitions and divestitures i n recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the 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 a portion of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.
Restructuring charges decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to the completion of our divisional realignment program in September 2024.
We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur up to approximately $140 million in pre-tax charges. 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. We have surpassed the initial program target by actioning approximately $150 million of net expense synergies through September 30, 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.

For further discussion related to both programs described above, see Note 19, “Restructuring Charges,” to the condensed consolidated financial statements.

Non-Operating Income and Expenses
The following tables present our non-operating income and expenses:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
Interest income $ 8  $ 8  —%
Interest expense (87) (102) (14.5) %
Net interest expense (79) (94) (15.7) %
Net gain (loss) on divestitures
(2) —  N/M
Other income
—  1  (119.9) %
Net income from unconsolidated investees
24  1  2,361.0  %
Total non-operating expense $ (57) $ (92) (39.0) %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)
Interest income $ 32  $ 20  55.4  %
Interest expense (279) (313) (10.9) %
Net interest expense (247) (293) (15.5) %

Net gain (loss) on divestitures
37  —  N/M
Other income
—  15  (99.7) %
Net income from unconsolidated investees 73  7  1,012.5  %
Total non-operating expense $ (137) $ (271) (36.0) %

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The following tables present our interest expense:

Three Months Ended September 30, Percentage Change
2025 2024
(in millions)
Interest expense on debt $ 84  $ 98  (14.3) %
Accretion of debt issuance costs and debt discount 2  3  (16.8) %
Other fees 1  1  (21.1) %
Interest expense $ 87  $ 102  (14.5) %

  Nine Months Ended September 30, Percentage Change
  2025 2024
  (in millions)  
Interest expense on debt $ 269  $ 301  (10.6) %
Accretion of debt issuance costs and debt discount 8  10  (18.4) %
Other fees 2  2  (15.2) %
Interest expense $ 279  $ 313  (10.9) %

Interest income increased for the nine months ended September 30, 2025 compared with the same period in 2024 primarily due to a higher average cash balance.
Interest expense decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to lower average outstanding debt following the repayment of our 2025 Notes and the partial repurchases of several series of outstanding senior unsecured notes. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
For the nine months ended September 30, 2025, net gain (loss) on divestitures includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business, net of costs to sell, of which a portion are reflected for the three months ended September 30, 2025. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.
Other income primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program.
Net income from unconsolidated investees increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 due to higher income recognized from our equity method investment in OCC driven by higher industry volumes. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Tax Matters
The following tables present our income tax provision and effective tax rate:

Three Months Ended September 30, Percentage Change
2025 2024
($ in millions)
Income tax provision $ 106  $ 51  106.9  %
Effective tax rate 20.0  % 14.3  %

Nine Months Ended September 30, Percentage Change
2025 2024
(in millions)
Income tax provision $ 296 $ 250 18.8  %
Effective tax rate 18.9  % 24.8  %

For further discussion of our tax matters, see Note 16, “Income Taxes,” to the condensed consolidated financial statements.

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

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

  Three Months Ended September 30,
2025
2024
(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq $ 423  $ 306 
Non-GAAP adjustments:
Adenza purchase accounting adjustment —  34 
Amortization expense of acquired intangible assets 122  122 
Merger and strategic initiatives expense 9  10 
Restructuring charges 12  22 

Net (gain) loss on divestitures
2  — 
Net income from unconsolidated investees
(24) (1)
Legal and regulatory matters 1  — 

Other loss
4  1 
Total non-GAAP adjustments $ 126  $ 188 
Non-GAAP tax adjustments
(38) (51)

Other tax adjustments
—  (14)
Total non-GAAP adjustments, net of tax $ 88  $ 123 
Non-GAAP net income attributable to Nasdaq $ 511  $ 429 

U.S. GAAP effective tax rate 20.0  % 14.3  %
Total adjustments from non-GAAP tax rate 2.0  % 7.0  %
Non-GAAP effective tax rate 22.0  % 21.3  %

Weighted-average common shares outstanding for diluted earnings per share 579.0  579.0 

U.S. GAAP diluted earnings per share $ 0.73  $ 0.53 
Total adjustments from non-GAAP net income 0.15  0.21 
Non-GAAP diluted earnings per share $ 0.88  $ 0.74 

  Nine Months Ended September 30,
2025
2024
(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq $ 1,270  $ 762 
Non-GAAP adjustments:
Adenza purchase accounting adjustment —  34 
Amortization expense of acquired intangible assets 365  366 
Merger and strategic initiatives expense 53  23 
Restructuring charges 27  103 

Gain on extinguishment of debt
(19) — 
Net (gain) loss on divestitures
(37) — 
Net income from unconsolidated investees
(73) (7)
Legal and regulatory matters 3  16 

Pension settlement charge
—  23 
Other (income) loss
6  (8)
Total non-GAAP adjustments $ 325  $ 550 
Non-GAAP tax adjustments
(108) (137)

Other tax adjustments
(27) 19 
Total non-GAAP adjustments, net of tax $ 190  $ 432 
Non-GAAP net income attributable to Nasdaq $ 1,460  $ 1,194 

U.S. GAAP effective tax rate 18.9  % 24.8  %
Total adjustments from non-GAAP tax rate 3.9  % (1.2) %
Non-GAAP effective tax rate 22.8  % 23.6  %

Weighted-average common shares outstanding for diluted earnings per share 579.3  579.0 

U.S. GAAP diluted earnings per share $ 2.19  $ 1.32 
Total adjustments from non-GAAP net income 0.33  0.74 
Non-GAAP diluted earnings per share $ 2.52  $ 2.06 

We believe that excluding the following items from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods:

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• Adenza purchase accounting adjustment: During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time revenue reduction of $32 million was recorded, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. For the nine months ended September 30, 2024, we excluded the reduction of $34 million as this relates to the prior year's impact of this change from our non-GAAP results. We did not exclude the $2 million offsetting impact of this change as it is related to the 2024 results.
• Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses and the relative operating performance of the businesses between periods.
• Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs.
◦ For the three and nine months ended September 30, 2025, and September 30, 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 the 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: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, to optimize our efficiencies as a combined organization. We further expanded this restructuring program in the fourth quarter of 2024 to accelerate our momentum. In addition, we completed our divisional realignment program in September 2024. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of these programs.

• Net income from unconsolidated investees : We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
• Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:
◦ Net (gain) loss on divestitures: For the nine months ended September 30, 2025, this includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business, net of costs to sell, of which a portion are reflected for the three months ended September 30, 2025. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.
◦ Gain on extinguishment of debt: For the nine months ended September 30, 2025, this includes a gain on extinguishment of debt, which is recorded under 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 the 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 charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits expense in the Condensed Consolidated Statements of Income.
◦ Other: For the three and nine months ended September 30, 2025 and 2024, other items include net gains and losses from strategic investments entered into through our corporate venture program, which are included in other income in our Condensed Consolidated Statements of Income.

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• Tax adjustments: The non-GAAP adjustment to the income tax provision primarily includes the tax impact of each non-GAAP adjustment. For the nine months ended September 30, 2025, this also includes a release of a prior year reserve following a favorable audit settlement. For the nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024, other tax adjustments reflect a tax benefit related to payments made to certain former Adenza employees. For the nine months ended September 30, 2024, other tax adjustments also included a one-time net tax expense of $33 million related to the completion of an intra-group transfer of certain IP assets to our U.S. headquarters.

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

The following table summarizes selected measures of our liquidity and capital resources:

  September 30, 2025 December 31, 2024
  (in millions)
Working capital $ (108) $ (116)
Cash and cash equivalents 470  592 
Financial investments 53  184 

Working Capital
The increase in working capital from December 31, 2024 to September 30, 2025, excluding default funds and margin deposits, which are both equal and offsetting, is primarily due to a decrease in current liabilities, partially offset by a decrease in current assets.
Decreased current liabilities were primarily due to:
• decreased Section 31 fees payable due to decrease in fee rate and timing of payment,
• a decrease in accounts payable and accrued expenses, and
• a decrease in accrued personnel costs due to timing of incentive compensation payments; partially offset by,
• reclassification of 2026 Notes to short-term debt, partially offset by the repayment of the 2025 Notes and the partial repayment of the 2026 Notes,
• an increase in other current liabilities, and
• an increase in deferred revenue.
Decreased current assets were primarily due to:
• decreased receivables, net due to timing of billings,
• lower financial investments at fair value offset in restricted cash below,
• a decrease in cash and cash equivalents, and
• a decrease in other current assets; partially offset by
• higher restricted cash primarily due to the movement of regulatory capital to shorter term investments qualifying as cash equivalents.
Cash and Cash Equivalents
Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of September 30, 2025, our cash and cash equivalents of $470 million were primarily invested in money market funds, European government debt securities and bank deposits.

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Repatriation of Cash
Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $227 million as of September 30, 2025 and $181 million as of December 31, 2024. The remaining balance held in the U.S. totaled $243 million as of September 30, 2025 and $411 million as of December 31, 2024.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents, which was $227 million as of September 30, 2025 and $31 million as of December 31, 2024, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Condensed Consolidated Balance Sheets. The increase in this balance as of September 30, 2025 is primarily due to more regulatory capital being invested in shorter term investments, which are classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets as of September 30, 2025. As of December 31, 2024, more regulatory capital was invested in longer term investments, which were classified as financial investments in the Condensed Consolidated Balance Sheets.
Cash Flow Analysis
The following table summarizes the changes in cash flows:

  Nine Months Ended September 30,
  2025 2024
Net cash provided by (used in): (in millions)
Operating activities $ 1,630  $ 1,234 
Investing activities (462) 55 
Financing activities (2,386) (2,537)

Net Cash Provided by Operating Activities
Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, depreciation and amortization expense, expense associated with share-based compensation, net income from unconsolidated investees and the effects of changes in working capital. Refer to the above discussion regarding changes in working capital.
Net cash provided by operating activities increased $396 million for the nine months ended September 30, 2025 compared with the same period in 2024. The increase was primarily driven by an increase in net income, partially offset by changes in working capital, as discussed above.

Net Cash Provided by (Used in) Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025 primarily relates to net purchases of investments related to default funds and margin deposits of $419 million, purchases of property and equipment of $177 million and other investing activities of $76 million primarily related to our corporate venture program, partially offset by proceeds from sales and redemption of securities, net, of $158 million and proceeds from divestitures of $52 million.
Net cash provided by investing activities for the nine months ended September 30, 2024 primarily related to net proceeds from sales and redemption of investments related to default funds and margin deposits of $237 million, partially offset by purchases of property and equipment of $147 million, other investing activities primarily related to our corporate venture program of $24 million and purchases of trading securities, net, of $11 million.
Net Cash Used in Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2025 primarily relates to a decrease in default funds and margin deposits of $847 million, repayments of debt including the repayment of our 2025 Notes for $400 million, the partial repayment of our 2028, 2034 and 2052 Notes for $257 million and the partial repayment of our 2026 Notes for $69 million, dividend payments to our shareholders of $448 million, repurchases of common stock of $330 million and payments related to employee shares withheld for taxes of $63 million, partially offset by proceeds received from employee stock activity and other issuances of $28 million.
Net cash used in financing activities for the nine months ended September 30, 2024 related to a decrease in default funds and margin deposits of $1,320 million, dividend payments to our shareholders of $403 million, repayment of the 2023 Term Loan of $340 million, repayments of our commercial paper, net, of $291 million, repurchases of common stock of $145 million and payments related to employee shares withheld for taxes of $56 million, partially offset by proceeds received from employee stock activity and other issuances of $21 million.
See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.
See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock.

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Financial Investments
Our financial investments totaled $53 million as of September 30, 2025 and $184 million as of December 31, 2024. Of these securities, $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. See Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
Regulatory Capital Requirements
Clearing Operations Regulatory Capital Requirements
We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of September 30, 2025, our required regulatory capital of $159 million was primarily comprised of cash and cash equivalents that are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Broker-Dealer Net Capital Requirements
Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of September 30, 2025, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $23 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital Requirements
The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of September 30, 2025, our required regulatory capital of $43 million was primarily invested in European government bills that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Other Capital Requirements
We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of September 30, 2025, other required regulatory capital of $13 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.
Equity and dividends
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.
Cash Dividends on Common Stock
The following table presents our quarterly cash dividends paid per common share on our outstanding common stock:

2025 2024
First quarter $ 0.24  $ 0.22 
Second quarter 0.27  0.24 
Third quarter 0.27  0.24 

Total $ 0.78  $ 0.70 

See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends.

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Debt Obligations
Our outstanding debt obligations, by contractual maturity, at September 30, 2025 are as follows (in U.S. Dollar millions):
n U.S. Notes n Euro Notes

In the third quarter of 2025, we repurchased an aggregate principal amount of $69 million of our 2026 Notes. In the second quarter of 2025, we repaid in full the 2025 Notes for an aggregate of $400 million. 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.
For the three months ended September 30, 2025, the weighted average interest rate on our debt obligations was approximately 3.75% and for the nine months ended September 30, 2025, the weighted average interest rate on our debt obligations was approximately 3.83%. This rate can fluctuate based on changes in interest rates for our variable rate debts, changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt. In addition to the 2022 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. These European credit facilities, which are available in multiple currencies, totaled $204 million as of September 30, 2025 and $174 million as of December 31, 2024 in available liquidity, none of which was utilized.
As of September 30, 2025, we were in compliance with the covenants of all of our debt obligations.
See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS
Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of September 30, 2025, and the estimated timing thereof.

Payments Due by Period
(in millions) Total <1 year 1-3 years 3-5 years 5+ years
Debt obligation by contractual maturity $ 14,436  $ 773  $ 1,530  $ 1,951  $ 10,182 
Operating lease obligations 628  76  153  140  259 
Purchase obligations 1,515  134  252  279  850 
Total $ 16,579  $ 983  $ 1,935  $ 2,370  $ 11,291 

In the table above:
• Debt obligations by contractual maturity include both principal and interest obligations. For our Euro Notes, interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of September 30, 2025. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

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• Operating lease obligations represent our undiscounted operating lease liabilities as of September 30, 2025, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 15, “Leases,” to the condensed consolidated financial statements for further discussion of our leases.
• Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of September 30, 2025 is primarily comprised of our multi-year Amazon Web Services partnership contract, which we expanded and extended in the first quarter of 2025. This contract will benefit both our Financial Technology and Market Services segments, including their modernization. The expansion of this contract is not expected to increase our cloud expense compared to our expectation over the short term or the life of the contract, and preserves flexibility beyond our forecast.

OFF-BALANCE SHEET ARRANGEMENTS
For discussion of off-balance sheet arrangements see:
•    Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and
•    Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of:
◦ Guarantees issued and credit facilities available;
◦ Other guarantees; and
◦ Routing brokerage activities.

Item 3. Quantitative and     Qualitative Disclosures About Market Risk
As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities.
We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis.
We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes.

Interest Rate Risk
We are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. All of our outstanding debt obligations are fixed-rate obligations. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate derivatives agreements to manage that risk.
Financial Investments
As of September 30, 2025, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. The impact of an immediate increase to market interest rates, uniformly, by a hypothetical 100 basis points from levels as of September 30, 2025, would not have a material impact on our financial statements.
Debt Obligations
As of September 30, 2025, all of our outstanding debt obligations are fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 8, “Debt Obligations,” to the condensed consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, as this facility has a variable interest rate. We may also be exposed to changes in interest rates if there are amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of September 30, 2025, there were no outstanding borrowings under our 2022 Revolving Credit Facility or commercial paper program.
Foreign Currency Exchange Rate Risk
We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the three and nine months ended September 30, 2025 is presented in the following table:

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Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S. Dollar
(in millions, except currency rate)
Three Months Ended September 30, 2025

Average foreign currency rate to the U.S. dollar 1.169 0.105 0.726 #  N/A
Percentage of revenues less transaction-based expenses 7.1% 3.2% 0.6% 3.6% 85.5%
Percentage of operating income 8.9% (3.0)% (6.3)% (7.6)% 108.0%
Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses $(9) $(4) $(1) $(5) $—
Impact of a 10% adverse currency fluctuation on operating income $(5) $(2) $(4) $(4) $—

Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S. Dollar
(in millions, except currency rate)
Nine Months Ended September 30, 2025

Average foreign currency rate to the U.S. dollar 1.116 0.101 0.715 #  N/A
Percentage of revenues less transaction-based expenses 7.3% 3.3% 0.6% 3.6% 85.2%
Percentage of operating income 6.6% (2.8)% (6.6)% (10.4)% 113.2%
Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses $(28) $(13) $(2) $(14) $—
Impact of a 10% adverse currency fluctuation on operating income $(11) $(5) $(11) $(18) $—

__________
#    Represents multiple foreign currency rates.
N/A    Not applicable.

The adverse impacts shown in the preceding tables should be viewed individually by currency and not in aggregate, due to the correlation between changes in exchange rates for certain currencies. Additionally, the tables do not include the offsetting impact of our hedging programs.
We may use foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenues and expenses in the normal course of business. We do not use these contracts for speculative trading purposes. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. These foreign exchange contracts are carried at fair value, with maturities that can range up to 18 months. We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, or in the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the related gain or loss on the cash flow hedge to revenue or operating expenses, as applicable. As of September 30, 2025, the fair value of our derivatives designated as cash flow hedging instruments are not material.
Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries’ net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets.
Our primary exposure to net assets in foreign currencies as of September 30, 2025 is presented in the following table:

  Net Assets Impact of a 10% Adverse Currency Fluctuation
  (in millions)
Swedish Krona $ 3,258  $ (326)
Norwegian Krone 137  (14)
Canadian Dollar 128  (13)
Australian Dollar 100  (10)
British Pound 89  (9)

In the table above, Swedish Krona includes goodwill of $2,433 million and intangible assets, net of $504 million.

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Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements. We enter into foreign exchange contracts to hedge a portion of our net investment in certain foreign subsidiaries. We do not use these contracts for speculative trading purposes. These foreign exchange contracts are carried at fair value, with maturities ranging up to nine years. We record changes in fair value in other non-current liabilities and accumulated other comprehensive income in the Condensed Consolidated Balance Sheets. The accumulated gains and losses associated with these instruments will remain in accumulated other comprehensive income until the foreign subsidiaries are sold or substantially liquidated, at which point they will be reclassified into earnings.
Credit Risk
Credit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk. Credit risk associated with investments is minimized substantially by ensuring that these financial assets are placed with governments which have investment grade ratings, well-capitalized financial institutions and other creditworthy counterparties.
Our subsidiary, Nasdaq Execution Services, may be exposed to credit risk due to the default of trading counterparties in connection with the routing services it provides for our trading customers. System trades in cash equities routed to other market centers for members of our cash equity exchanges are routed by Nasdaq Execution Services for clearing to the NSCC. In this function, Nasdaq Execution Services is to be neutral by the end of the trading day, but may be exposed to intraday risk if a trade extends beyond the trading day and into the next day, thereby leaving Nasdaq Execution Services susceptible to counterparty risk in the period between accepting the trade and routing it to the clearinghouse. In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before the clearinghouse enters the transaction. Once the clearinghouse officially accepts the trade for novation, Nasdaq Execution Services is legally removed from trade execution risk. However, Nasdaq has membership obligations to NSCC independent of Nasdaq Execution Services’ arrangements.

Pursuant to the rules of the NSCC and Nasdaq Execution Services’ clearing agreement, Nasdaq Execution Services is liable for any losses incurred due to a counterparty or a clearing agent’s failure to satisfy its contractual obligations, either by making payment or delivering securities. Adverse movements in the prices of securities that are subject to these transactions can increase our credit risk. However, we believe that the risk of material loss is limited, as Nasdaq Execution Services’ customers are not permitted to trade on margin and NSCC rules limit counterparty risk on self-cleared transactions by establishing credit limits and capital deposit requirements for all brokers that clear with NSCC. Historically, Nasdaq Execution Services has never incurred a liability due to a customer’s failure to satisfy its contractual obligations as counterparty to a system trade. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or visible market participants could also result in market-wide credit difficulties or other market disruptions.
We have credit risk related to transaction and subscription-based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in the Condensed Consolidated Balance Sheets. We review and evaluate changes in the status of our counterparties’ creditworthiness. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations.
We also are exposed to credit risk through our clearing operations with Nasdaq Clearing. See Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion. Our clearinghouse holds material amounts of clearing member cash deposits, which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. As the clearinghouse may remit to the members interest earned at prevailing market rates, less a spread, this could include negative or reduced yield due to market conditions. The following is a summary of the risks associated with these deposits and how these risks are mitigated.
• Credit Risk: When the clearinghouse has the ability to hold cash collateral at a central bank, the clearinghouse utilizes its access to the central bank system to minimize credit risk exposures. When funds are not held at a central bank, we seek to substantially mitigate credit risk by ensuring that investments are primarily placed in large, highly rated financial institutions, highly rated government debt instruments and other creditworthy counterparties.

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

Item 4. Controls and Procedures
Disclosure Controls and Procedures
Nasdaq’s management, with the participation of Nasdaq’s Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of Nasdaq’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, Nasdaq’s Chief Executive Officer and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, Nasdaq’s disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in Nasdaq’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings
See “Legal and Regulatory Matters” of Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for a description of our legal proceedings, if any.

Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our most recent Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended September 30, 2025:

Period

Total Number of Shares Purchased
 Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)

July 2025
   
Share repurchase program 300,726  $ 92.07  300,726  $ 1,502 

Employee transactions 41,332  $ 89.45   N/A  N/A
August 2025

Share repurchase program 738,437  $ 95.43  738,437  $ 1,432 

Employee transactions —  $ —   N/A  N/A
September 2025

Share repurchase program 178,999  $ 94.00  178,999  $ 1,415 

Employee transactions 605  $ 88.95   N/A  N/A
Total Quarter Ended September 30, 2025

Share repurchase program 1,218,162  $ 94.39  1,218,162  $ 1,415 

Employee transactions 41,937  $ 89.44   N/A N/A

In the preceding table:
• N/A - Not applicable.
• See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program. 
• Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees.

Item 5. Other Information
During the three months ended September 30, 2025, none of the Company’s directors or officers adopted , terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) except as follows and which are intended to satisfy the affirmative defense of Rule 10b5-1(c):
• on August 29, 2025 , Bryan Smith , Chief People Officer , adopted a Rule 10b5-1 trading plan for the sale of up to 10,633 shares of our common stock subject to certain conditions and which plan expires on May 1, 2026 ;
• on September 8, 2025 , John E. Zecca , Global Chief Legal, Risk and Regulatory Officer , adopted a Rule 10b5-1 trading plan for the sale of 4,500 shares of our common stock subject to certain conditions and which plan expires on September 8, 2026 ; and
• on September 11, 2025 , Adena T. Friedman , Chair and Chief Executive Officer , adopted a Rule 10b5-1 trading plan to arrange for, over a period of time in 2026, the exercise of her previously granted stock options that are expiring on January 3, 2027 and the sale of up to 806,451 shares of our common stock underlying such options. The sales may begin as early as January 2, 2026, pursuant to the terms of the trading plan, and the plan expires on December 31, 2026 . Assuming all planned sales are completed under the plan, Ms. Friedman will continue to meet the Company’s executive stock ownership guidelines and her stake in the Company will remain significant. This would be Ms. Friedman’s first sale of our common stock since she rejoined the Company in 2014. The trading plan has been adopted for financial diversification and tax-planning purposes. Ms. Friedman’s belief in the Company’s prospects remains strong, and the plan was implemented to facilitate the exercise and sale of stock options expiring on January 3, 2027. In addition, as part of her tax-planning strategy, Ms. Friedman expects to donate shares of our common stock in 2026 to charitable organizations and/or a donor-advised fund, where the gifted shares will be used to support philanthropic initiatives.

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Item 6. Exhibits
Exhibit Number

31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).

31.2
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.

32.1
Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.

101 The following materials from the Nasdaq, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024; (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024; (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024; and (vi) notes to condensed consolidated financial statements.

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

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 23, 2025.

Nasdaq, Inc.
(Registrant)

By: /s/ Adena T. Friedman
Name: Adena T. Friedman
Title: Chief Executive Officer
Date: October 23, 2025

By: /s/ Sarah Youngwood

Name: Sarah Youngwood

Title: Executive Vice President and
Chief Financial Officer

Date: October 23, 2025

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