FULLTEXT DEL 1 AV 2
10-Q – 2026-07-23 – ndaq-20260630.htm
ndaq-20260630 0001120193 December 31 2026 Q2 FALSE 6 6 6 6 6 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 P3Y P1Y http://fasb.org/us-gaap/2026#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2026#OtherLiabilitiesCurrent 328 xbrli:shares iso4217:USD iso4217:USD xbrli:shares ndaq:segment ndaq:company ndaq:exchangeTradedProduct ndaq:exchange ndaq:country ndaq:financialInstitution xbrli:pure ndaq:peerGroup ndaq:vote ndaq:contract utr:TWh 0001120193 2026-01-01 2026-06-30 0001120193 ndaq:CommonStock.01ParValuePerShareTheNasdaqStockMarketMember 2026-01-01 2026-06-30 0001120193 ndaq:CommonStock.01ParValuePerShareNadasqTexasLLCMember 2026-01-01 2026-06-30 0001120193 ndaq:FourPointFiveZeroZeroSeniorNotesDue2032Member 2026-01-01 2026-06-30 0001120193 ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Member 2026-01-01 2026-06-30 0001120193 ndaq:ZeroPointEightSevenFivePercentSeniorNotesDue2030Member 2026-01-01 2026-06-30 0001120193 ndaq:OnePointSevenFivePercentSeniorUnsecuredNotesDue2029Member 2026-01-01 2026-06-30 0001120193 2026-07-16 0001120193 2026-06-30 0001120193 2025-12-31 0001120193 us-gaap:OperatingSegmentsMember ndaq:CapitalAccessPlatformsMember 2026-04-01 2026-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:CapitalAccessPlatformsMember 2025-04-01 2025-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:CapitalAccessPlatformsMember 2026-01-01 2026-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:CapitalAccessPlatformsMember 2025-01-01 2025-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:FinancialTechnologyMember 2026-04-01 2026-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:FinancialTechnologyMember 2025-04-01 2025-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:FinancialTechnologyMember 2026-01-01 2026-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:FinancialTechnologyMember 2025-01-01 2025-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:MarketServicesMember 2026-04-01 2026-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:MarketServicesMember 2025-04-01 2025-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:MarketServicesMember 2026-01-01 2026-06-30 0001120193 us-gaap:OperatingSegmentsMember ndaq:MarketServicesMember 2025-01-01 2025-06-30 0001120193 us-gaap:MaterialReconcilingItemsMember 2026-04-01 2026-06-30 0001120193 us-gaap:MaterialReconcilingItemsMember 2025-04-01 2025-06-30 0001120193 us-gaap:MaterialReconcilingItemsMember 2026-01-01 2026-06-30 0001120193 us-gaap:MaterialReconcilingItemsMember 2025-01-01 2025-06-30 0001120193 2026-04-01 2026-06-30 0001120193 2025-04-01 2025-06-30 0001120193 2025-01-01 2025-06-30 0001120193 ndaq:TransactionRebatesMember 2026-04-01 2026-06-30 0001120193 ndaq:TransactionRebatesMember 2025-04-01 2025-06-30 0001120193 ndaq:TransactionRebatesMember 2026-01-01 2026-06-30 0001120193 ndaq:TransactionRebatesMember 2025-01-01 2025-06-30 0001120193 ndaq:BrokerageClearanceAndExchangeFeesMember 2026-04-01 2026-06-30 0001120193 ndaq:BrokerageClearanceAndExchangeFeesMember 2025-04-01 2025-06-30 0001120193 ndaq:BrokerageClearanceAndExchangeFeesMember 2026-01-01 2026-06-30 0001120193 ndaq:BrokerageClearanceAndExchangeFeesMember 2025-01-01 2025-06-30 0001120193 us-gaap:CommonStockMember 2026-03-31 0001120193 us-gaap:CommonStockMember 2025-03-31 0001120193 us-gaap:CommonStockMember 2025-12-31 0001120193 us-gaap:CommonStockMember 2024-12-31 0001120193 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001120193 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001120193 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001120193 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001120193 ndaq:ShareRepurchaseProgramMember us-gaap:AdditionalPaidInCapitalMember 2026-04-01 2026-06-30 0001120193 ndaq:ShareRepurchaseProgramMember us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001120193 ndaq:ShareRepurchaseProgramMember us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-06-30 0001120193 ndaq:ShareRepurchaseProgramMember us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-06-30 0001120193 us-gaap:AdditionalPaidInCapitalMember 2026-04-01 2026-06-30 0001120193 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001120193 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-06-30 0001120193 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-06-30 0001120193 us-gaap:AdditionalPaidInCapitalMember 2026-06-30 0001120193 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001120193 us-gaap:TreasuryStockCommonMember 2026-03-31 0001120193 us-gaap:TreasuryStockCommonMember 2025-03-31 0001120193 us-gaap:TreasuryStockCommonMember 2025-12-31 0001120193 us-gaap:TreasuryStockCommonMember 2024-12-31 0001120193 us-gaap:TreasuryStockCommonMember 2026-04-01 2026-06-30 0001120193 us-gaap:TreasuryStockCommonMember 2025-04-01 2025-06-30 0001120193 us-gaap:TreasuryStockCommonMember 2026-01-01 2026-06-30 0001120193 us-gaap:TreasuryStockCommonMember 2025-01-01 2025-06-30 0001120193 us-gaap:TreasuryStockCommonMember 2026-06-30 0001120193 us-gaap:TreasuryStockCommonMember 2025-06-30 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-03-31 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-12-31 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-04-01 2026-06-30 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-04-01 2025-06-30 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-01-01 2026-06-30 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-06-30 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-06-30 0001120193 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001120193 us-gaap:RetainedEarningsMember 2026-03-31 0001120193 us-gaap:RetainedEarningsMember 2025-03-31 0001120193 us-gaap:RetainedEarningsMember 2025-12-31 0001120193 us-gaap:RetainedEarningsMember 2024-12-31 0001120193 us-gaap:RetainedEarningsMember 2026-04-01 2026-06-30 0001120193 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001120193 us-gaap:RetainedEarningsMember 2026-01-01 2026-06-30 0001120193 us-gaap:RetainedEarningsMember 2025-01-01 2025-06-30 0001120193 us-gaap:RetainedEarningsMember 2026-06-30 0001120193 us-gaap:RetainedEarningsMember 2025-06-30 0001120193 ndaq:TotalEquityMember 2026-06-30 0001120193 ndaq:TotalEquityMember 2025-06-30 0001120193 us-gaap:NoncontrollingInterestMember 2026-03-31 0001120193 us-gaap:NoncontrollingInterestMember 2025-03-31 0001120193 us-gaap:NoncontrollingInterestMember 2025-12-31 0001120193 us-gaap:NoncontrollingInterestMember 2024-12-31 0001120193 us-gaap:NoncontrollingInterestMember 2026-04-01 2026-06-30 0001120193 us-gaap:NoncontrollingInterestMember 2025-04-01 2025-06-30 0001120193 us-gaap:NoncontrollingInterestMember 2026-01-01 2026-06-30 0001120193 us-gaap:NoncontrollingInterestMember 2025-01-01 2025-06-30 0001120193 us-gaap:NoncontrollingInterestMember 2026-06-30 0001120193 us-gaap:NoncontrollingInterestMember 2025-06-30 0001120193 2025-06-30 0001120193 2024-12-31 0001120193 ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 country:US ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 srt:EuropeMember ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember 2026-01-01 2026-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:MarketServicesMember 2026-01-01 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:DataListingServicesMember us-gaap:OperatingSegmentsMember 2026-04-01 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:DataListingServicesMember us-gaap:OperatingSegmentsMember 2025-04-01 2025-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:IndexMember us-gaap:OperatingSegmentsMember 2026-04-01 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:IndexMember us-gaap:OperatingSegmentsMember 2025-04-01 2025-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:WorkflowInsightsMember us-gaap:OperatingSegmentsMember 2026-04-01 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:WorkflowInsightsMember us-gaap:OperatingSegmentsMember 2025-04-01 2025-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:FinancialCrimeManagementTechnologyMember us-gaap:OperatingSegmentsMember 2026-04-01 2026-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:FinancialCrimeManagementTechnologyMember us-gaap:OperatingSegmentsMember 2025-04-01 2025-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:RegulatoryTechnologyMember us-gaap:OperatingSegmentsMember 2026-04-01 2026-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:RegulatoryTechnologyMember us-gaap:OperatingSegmentsMember 2025-04-01 2025-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:CapitalMarketsTechnologyMember us-gaap:OperatingSegmentsMember 2026-04-01 2026-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:CapitalMarketsTechnologyMember us-gaap:OperatingSegmentsMember 2025-04-01 2025-06-30 0001120193 us-gaap:ServiceOtherMember us-gaap:MaterialReconcilingItemsMember 2026-04-01 2026-06-30 0001120193 us-gaap:ServiceOtherMember us-gaap:MaterialReconcilingItemsMember 2025-04-01 2025-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:DataListingServicesMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:DataListingServicesMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:IndexMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:IndexMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:WorkflowInsightsMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember ndaq:WorkflowInsightsMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:FinancialCrimeManagementTechnologyMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:FinancialCrimeManagementTechnologyMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:RegulatoryTechnologyMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:RegulatoryTechnologyMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:CapitalMarketsTechnologyMember us-gaap:OperatingSegmentsMember 2026-01-01 2026-06-30 0001120193 ndaq:FinancialTechnologyMember ndaq:CapitalMarketsTechnologyMember us-gaap:OperatingSegmentsMember 2025-01-01 2025-06-30 0001120193 us-gaap:ServiceOtherMember us-gaap:MaterialReconcilingItemsMember 2026-01-01 2026-06-30 0001120193 us-gaap:ServiceOtherMember us-gaap:MaterialReconcilingItemsMember 2025-01-01 2025-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2026-07-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember 2026-07-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember 2026-07-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:WorkflowInsightsMember 2026-07-01 ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 2026-07-01 2026-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2027-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember 2027-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember 2027-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:WorkflowInsightsMember 2027-01-01 ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 2027-01-01 2026-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2028-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember 2028-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember 2028-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:WorkflowInsightsMember 2028-01-01 ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 2028-01-01 2026-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2029-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember 2029-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember 2029-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:WorkflowInsightsMember 2029-01-01 ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 2029-01-01 2026-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2030-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember 2030-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember 2030-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:WorkflowInsightsMember 2030-01-01 ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 2030-01-01 2026-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2031-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember 2031-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember 2031-01-01 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:WorkflowInsightsMember 2031-01-01 ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 2031-01-01 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:WorkflowInsightsMember ndaq:CapitalAccessPlatformsMember 2026-06-30 0001120193 ndaq:CapitalAccessPlatformsMember 2025-12-31 0001120193 ndaq:FinancialTechnologyMember 2025-12-31 0001120193 ndaq:FinancialTechnologyMember 2026-01-01 2026-06-30 0001120193 ndaq:FinancialTechnologyMember 2026-06-30 0001120193 ndaq:MarketServicesMember 2025-12-31 0001120193 ndaq:MarketServicesMember 2026-06-30 0001120193 us-gaap:DevelopedTechnologyRightsMember 2026-06-30 0001120193 us-gaap:DevelopedTechnologyRightsMember 2025-12-31 0001120193 us-gaap:CustomerRelationshipsMember 2026-06-30 0001120193 us-gaap:CustomerRelationshipsMember 2025-12-31 0001120193 ndaq:TradeNamesAndOtherIntangibleAssetsMember 2026-06-30 0001120193 ndaq:TradeNamesAndOtherIntangibleAssetsMember 2025-12-31 0001120193 ndaq:ForeignCurrencyTranslationAdjustmentMember 2026-06-30 0001120193 ndaq:ForeignCurrencyTranslationAdjustmentMember 2025-12-31 0001120193 ndaq:ExchangeAndClearingRegistrationsMember 2026-06-30 0001120193 ndaq:ExchangeAndClearingRegistrationsMember 2025-12-31 0001120193 us-gaap:TradeNamesMember 2026-06-30 0001120193 us-gaap:TradeNamesMember 2025-12-31 0001120193 us-gaap:LicensingAgreementsMember 2026-06-30 0001120193 us-gaap:LicensingAgreementsMember 2025-12-31 0001120193 ndaq:ForeignCurrencyTranslationAdjustmentMember 2026-06-30 0001120193 ndaq:ForeignCurrencyTranslationAdjustmentMember 2025-12-31 0001120193 ndaq:CustomerRelationshipsAndLicensesMember 2026-04-01 2026-06-30 0001120193 ndaq:ForeignCurrencyTranslationAdjustmentMember 2026-01-01 2026-06-30 0001120193 us-gaap:ForeignGovernmentDebtSecuritiesMember 2026-06-30 0001120193 us-gaap:ForeignGovernmentDebtSecuritiesMember 2025-12-31 0001120193 ndaq:OptionsClearingCorporationMember 2026-06-30 0001120193 ndaq:OptionsClearingCorporationMember 2025-06-30 0001120193 us-gaap:FairValueMeasurementsRecurringMember 2026-04-01 2026-06-30 0001120193 us-gaap:FairValueMeasurementsRecurringMember 2026-01-01 2026-06-30 0001120193 us-gaap:FairValueMeasurementsRecurringMember 2025-04-01 2025-06-30 0001120193 us-gaap:FairValueMeasurementsRecurringMember 2025-01-01 2025-06-30 0001120193 ndaq:InitialListingsFeesMember 2025-12-31 0001120193 ndaq:InitialListingsFeesMember 2026-01-01 2026-06-30 0001120193 ndaq:InitialListingsFeesMember 2026-06-30 0001120193 ndaq:AnnualRenewalFeesMember 2025-12-31 0001120193 ndaq:AnnualRenewalFeesMember 2026-01-01 2026-06-30 0001120193 ndaq:AnnualRenewalFeesMember 2026-06-30 0001120193 ndaq:WorkflowInsightsMember 2025-12-31 0001120193 ndaq:WorkflowInsightsMember 2026-01-01 2026-06-30 0001120193 ndaq:WorkflowInsightsMember 2026-06-30 0001120193 ndaq:OtherMember 2025-12-31 0001120193 ndaq:OtherMember 2026-01-01 2026-06-30 0001120193 ndaq:OtherMember 2026-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2025-12-31 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2026-01-01 2026-06-30 0001120193 ndaq:FinancialCrimeManagementTechnologyMember 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember 2025-12-31 0001120193 ndaq:RegulatoryTechnologyMember 2026-01-01 2026-06-30 0001120193 ndaq:RegulatoryTechnologyMember 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember 2025-12-31 0001120193 ndaq:CapitalMarketsTechnologyMember 2026-01-01 2026-06-30 0001120193 ndaq:CapitalMarketsTechnologyMember 2026-06-30 0001120193 us-gaap:CommercialPaperMember 2025-12-31 0001120193 us-gaap:CommercialPaperMember 2026-01-01 2026-06-30 0001120193 us-gaap:CommercialPaperMember us-gaap:RevolvingCreditFacilityMember 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointEightFiveSeniorSecuredNotesDueJune302026Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointEightFiveSeniorSecuredNotesDueJune302026Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointEightFiveSeniorSecuredNotesDueJune302026Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointThreeFiveSeniorUnsecuredNotesDue2028Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointThreeFiveSeniorUnsecuredNotesDue2028Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointThreeFiveSeniorUnsecuredNotesDue2028Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:OnePointSevenFiveSeniorUnsecuredNotesDue2029Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:OnePointSevenFiveSeniorUnsecuredNotesDue2029Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:OnePointSevenFiveSeniorUnsecuredNotesDue2029Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:A0875SeniorUnsecuredNotesDueFebruary132030Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:A0875SeniorUnsecuredNotesDueFebruary132030Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:A0875SeniorUnsecuredNotesDueFebruary132030Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:OnePointSixFiveZeroSeniorUnsecuredNotesDue2031Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:OnePointSixFiveZeroSeniorUnsecuredNotesDue2031Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:OnePointSixFiveZeroSeniorUnsecuredNotesDue2031Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:FourPointFiveSeniorUnsecuredNotesDue2032Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:FourPointFiveSeniorUnsecuredNotesDue2032Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:FourPointFiveSeniorUnsecuredNotesDue2032Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:ZeroPointNineZeroZeroSeniorUnsecuredNotesDue2033Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointFiveFiveSeniorUnsecuredNotesDue2034Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointFiveFiveSeniorUnsecuredNotesDue2034Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointFiveFiveSeniorUnsecuredNotesDue2034Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:TwoPointFiveZeroZeroSeniorUnsecuredNotesDue2040Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:TwoPointFiveZeroZeroSeniorUnsecuredNotesDue2040Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:TwoPointFiveZeroZeroSeniorUnsecuredNotesDue2040Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointTwoFiveSeniorUnsecuredNotesDue2050Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointTwoFiveSeniorUnsecuredNotesDue2050Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointTwoFiveSeniorUnsecuredNotesDue2050Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointNineFiveZeroSeniorUnsecuredNotesDue2052Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointNineFiveZeroSeniorUnsecuredNotesDue2052Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:ThreePointNineFiveZeroSeniorUnsecuredNotesDue2052Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointNineFiveSeniorUnsecuredNotesDue2053Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointNineFiveSeniorUnsecuredNotesDue2053Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:FivePointNineFiveSeniorUnsecuredNotesDue2053Member 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:SixPointOneSeniorUnsecuredNotesDue2063Member 2025-12-31 0001120193 us-gaap:SeniorNotesMember ndaq:SixPointOneSeniorUnsecuredNotesDue2063Member 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:SixPointOneSeniorUnsecuredNotesDue2063Member 2026-06-30 0001120193 us-gaap:RevolvingCreditFacilityMember ndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember 2025-12-31 0001120193 us-gaap:RevolvingCreditFacilityMember ndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember 2026-01-01 2026-06-30 0001120193 us-gaap:RevolvingCreditFacilityMember ndaq:OnePointTwoFiveBillionFiveYearRevolvingCreditFacilityMember 2026-06-30 0001120193 us-gaap:SeniorNotesMember 2026-06-30 0001120193 us-gaap:SeniorNotesMember 2026-01-01 2026-06-30 0001120193 us-gaap:SeniorNotesMember ndaq:USSeniorUnsecuredNotesMember srt:MaximumMember 2026-06-30 0001120193 us-gaap:LineOfCreditMember ndaq:A2022RevolvingCreditFacilityMember us-gaap:RevolvingCreditFacilityMember 2026-06-30 0001120193 us-gaap:LineOfCreditMember ndaq:A2026RevolvingCreditFacilityMember us-gaap:RevolvingCreditFacilityMember 2026-06-01 2026-06-30 0001120193 us-gaap:LineOfCreditMember ndaq:A2026RevolvingCreditFacilityMember us-gaap:RevolvingCreditFacilityMember 2026-06-30 0001120193 us-gaap:RevolvingCreditFacilityMember ndaq:A2026RevolvingCreditFacilityMember 2026-06-30 0001120193 us-gaap:LineOfCreditMember ndaq:A2026RevolvingCreditFacilityMember srt:MinimumMember us-gaap:RevolvingCreditFacilityMember 2026-01-01 2026-06-30 0001120193 us-gaap:LineOfCreditMember ndaq:A2026RevolvingCreditFacilityMember srt:MaximumMember us-gaap:RevolvingCreditFacilityMember 2026-01-01 2026-06-30 0001120193 us-gaap:CommercialPaperMember us-gaap:RevolvingCreditFacilityMember 2025-12-31 0001120193 ndaq:ClearinghouseCreditFacilitiesMember 2026-06-30 0001120193 ndaq:ClearinghouseCreditFacilitiesMember 2025-12-31 0001120193 ndaq:ClearinghouseCreditFacilitiesMember 2026-01-01 2026-06-30 0001120193 us-gaap:EmployeeStockMember 2025-01-01 2025-06-30 0001120193 us-gaap:EmployeeStockMember 2026-01-01 2026-06-30 0001120193 us-gaap:ShareBasedCompensationAwardTrancheOneMember us-gaap:RestrictedStockMember ndaq:BelowManagerLevelMember 2026-01-01 2026-06-30 0001120193 us-gaap:ShareBasedCompensationAwardTrancheTwoMember us-gaap:RestrictedStockMember ndaq:BelowManagerLevelMember 2026-01-01 2026-06-30 0001120193 us-gaap:ShareBasedCompensationAwardTrancheOneMember us-gaap:RestrictedStockMember ndaq:AtOrAboveManagerLevelMember 2026-01-01 2026-06-30 0001120193 us-gaap:ShareBasedCompensationAwardTrancheTwoMember us-gaap:RestrictedStockMember ndaq:AtOrAboveManagerLevelMember 2026-01-01 2026-06-30 0001120193 us-gaap:RestrictedStockMember 2025-12-31 0001120193 us-gaap:RestrictedStockMember 2026-01-01 2026-06-30 0001120193 us-gaap:RestrictedStockMember 2026-06-30 0001120193 ndaq:ThreeYearPerformanceShareUnitProgramMember us-gaap:PerformanceSharesMember 2026-01-01 2026-06-30 0001120193 ndaq:ThreeYearPerformanceShareUnitProgramMember us-gaap:PerformanceSharesMember 2026-06-30 0001120193 us-gaap:PerformanceSharesMember srt:MinimumMember ndaq:ThreeYearPerformanceShareUnitProgramMember 2026-01-01 2026-06-30 0001120193 us-gaap:PerformanceSharesMember srt:MaximumMember ndaq:ThreeYearPerformanceShareUnitProgramMember 2026-01-01 2026-06-30 0001120193 ndaq:ThreeYearPerformanceShareUnitProgramMember us-gaap:PerformanceSharesMember 2026-01-01 2026-03-31 0001120193 us-gaap:PerformanceSharesMember srt:OfficerMember ndaq:TwoYearPSUMember 2024-01-01 2024-12-31 0001120193 us-gaap:PerformanceSharesMember srt:OfficerMember ndaq:TwoYearPSUMember 2026-01-01 2026-06-30 0001120193 us-gaap:PerformanceSharesMember srt:MinimumMember srt:OfficerMember ndaq:TwoYearPSUMember 2026-01-01 2026-06-30 0001120193 us-gaap:PerformanceSharesMember srt:MaximumMember srt:OfficerMember ndaq:TwoYearPSUMember 2026-01-01 2026-06-30 0001120193 ndaq:TwoYearPSUMember us-gaap:PerformanceSharesMember 2026-01-01 2026-03-31 0001120193 ndaq:ThreeYearPerformanceShareUnitProgramMember us-gaap:PerformanceSharesMember 2025-01-01 2025-06-30 0001120193 ndaq:ThreeYearPerformanceShareUnitProgramMember us-gaap:PerformanceSharesMember 2025-06-30 0001120193 ndaq:ThreeYearPerformanceShareUnitProgramMember us-gaap:PerformanceSharesMember 2025-12-31 0001120193 us-gaap:EmployeeStockMember 2026-06-30 0001120193 2026-02-28 0001120193 ndaq:ShareRepurchaseProgramMember 2026-01-01 2026-06-30 0001120193 ndaq:OtherRepurchasesOfCommonStockMember 2026-01-01 2026-06-30 0001120193 ndaq:Jan2026AcceleratedShareRepurchaseAgreementProgramMember 2026-01-01 2026-01-31 0001120193 ndaq:Feb2026AcceleratedShareRepurchaseAgreementProgramMember 2026-02-01 2026-02-28 0001120193 ndaq:June2026AcceleratedShareRepurchaseAgreementProgramMember 2026-06-01 2026-06-30 0001120193 2026-01-01 2026-03-31 0001120193 us-gaap:SubsequentEventMember 2026-07-01 2026-07-31 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2026-06-30 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2026-06-30 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2026-06-30 0001120193 us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001120193 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001120193 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001120193 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2025-12-31 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2025-12-31 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2025-12-31 0001120193 us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001120193 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001120193 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001120193 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001120193 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember 2026-06-30 0001120193 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsNonrecurringMember 2025-12-31 0001120193 ndaq:NordicClearingMembersCashContributionsMember 2026-06-30 0001120193 ndaq:NordicClearingMembersNonCashContributionsMember 2026-06-30 0001120193 srt:MinimumMember 2026-01-01 2026-06-30 0001120193 srt:MaximumMember 2026-01-01 2026-06-30 0001120193 ndaq:NordicClearingMembersCashContributionsMember 2025-12-31 0001120193 us-gaap:DemandDepositsMember 2026-06-30 0001120193 us-gaap:DemandDepositsMember 2025-12-31 0001120193 ndaq:CentralBankCertificatesMember 2026-06-30 0001120193 ndaq:CentralBankCertificatesMember 2025-12-31 0001120193 ndaq:RestrictedCashAndCashEquivalentsMember 2026-06-30 0001120193 ndaq:RestrictedCashAndCashEquivalentsMember 2025-12-31 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember 2026-06-30 0001120193 ndaq:EuropeanGovernmentDebtSecuritiesMember 2025-12-31 0001120193 us-gaap:RepurchaseAgreementsMember 2026-06-30 0001120193 us-gaap:RepurchaseAgreementsMember 2025-12-31 0001120193 ndaq:MultilateralDevelopmentBanksMember 2026-06-30 0001120193 ndaq:MultilateralDevelopmentBanksMember 2025-12-31 0001120193 us-gaap:InvestmentsMember 2026-06-30 0001120193 us-gaap:InvestmentsMember 2025-12-31 0001120193 ndaq:RestrictedCashAndCashEquivalentsMember 2026-01-01 2026-06-30 0001120193 us-gaap:InvestmentsMember 2026-01-01 2026-06-30 0001120193 ndaq:NasdaqClearingOperationsMember 2026-06-30 0001120193 ndaq:NasdaqClearingOperationsMember 2026-01-01 2026-06-30 0001120193 ndaq:LiabilityWaterfallMember 2026-06-30 0001120193 ndaq:FixedIncomeOptionsAndFuturesMember 2026-06-30 0001120193 ndaq:StockOptionsAndFuturesMember 2026-06-30 0001120193 ndaq:IndexOptionsAndFuturesMember 2026-06-30 0001120193 ndaq:CommodityForwardsAndOptionsMember 2026-01-01 2026-06-30 0001120193 ndaq:CommodityForwardsAndOptionsMember 2025-01-01 2025-06-30 0001120193 ndaq:FixedIncomeOptionsAndFuturesMember 2026-01-01 2026-06-30 0001120193 ndaq:FixedIncomeOptionsAndFuturesMember 2025-01-01 2025-06-30 0001120193 ndaq:StockOptionsAndFuturesMember 2026-01-01 2026-06-30 0001120193 ndaq:StockOptionsAndFuturesMember 2025-01-01 2025-06-30 0001120193 ndaq:IndexOptionsAndFuturesMember 2026-01-01 2026-06-30 0001120193 ndaq:IndexOptionsAndFuturesMember 2025-01-01 2025-06-30 0001120193 ndaq:NasdaqClearingOperationsMember 2025-06-30 0001120193 ndaq:NasdaqClearingOperationsMember 2025-01-01 2025-06-30 0001120193 us-gaap:CorporateNonSegmentMember 2026-04-01 2026-06-30 0001120193 us-gaap:CorporateNonSegmentMember 2025-04-01 2025-06-30 0001120193 us-gaap:CorporateNonSegmentMember 2026-01-01 2026-06-30 0001120193 us-gaap:CorporateNonSegmentMember 2025-01-01 2025-06-30 0001120193 country:US 2026-04-01 2026-06-30 0001120193 country:US 2025-04-01 2025-06-30 0001120193 us-gaap:NonUsMember 2026-04-01 2026-06-30 0001120193 us-gaap:NonUsMember 2025-04-01 2025-06-30 0001120193 country:US 2026-01-01 2026-06-30 0001120193 country:US 2025-01-01 2025-06-30 0001120193 us-gaap:NonUsMember 2026-01-01 2026-06-30 0001120193 us-gaap:NonUsMember 2025-01-01 2025-06-30 0001120193 country:US 2026-06-30 0001120193 country:US 2025-12-31 0001120193 us-gaap:NonUsMember 2026-06-30 0001120193 us-gaap:NonUsMember 2025-12-31 0001120193 ndaq:AdenzaRestructuringPlanMember 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember ndaq:ConsultingServicesMember 2026-04-01 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember ndaq:ConsultingServicesMember 2025-04-01 2025-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember ndaq:ConsultingServicesMember 2026-01-01 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember ndaq:ConsultingServicesMember 2025-01-01 2025-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember us-gaap:EmployeeSeveranceMember 2026-04-01 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember us-gaap:EmployeeSeveranceMember 2025-04-01 2025-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember us-gaap:EmployeeSeveranceMember 2026-01-01 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember us-gaap:EmployeeSeveranceMember 2025-01-01 2025-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember us-gaap:OtherRestructuringMember 2026-04-01 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember us-gaap:OtherRestructuringMember 2025-04-01 2025-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember us-gaap:OtherRestructuringMember 2026-01-01 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember us-gaap:OtherRestructuringMember 2025-01-01 2025-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember 2026-04-01 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember 2025-04-01 2025-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember 2026-01-01 2026-06-30 0001120193 ndaq:AdenzaRestructuringPlanMember 2025-01-01 2025-06-30 0001120193 ndaq:JeremySkuleMember 2026-04-01 2026-06-30 0001120193 ndaq:JeremySkuleMember 2026-06-30 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 June 30, 2026 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 Common Stock, $0.01 par value per share NDAQ Nasdaq Texas, LLC 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 registrant's classes of common stock, as of the latest practicable date. Class Outstanding at July 16, 2026 Common Stock, $0.01 par value per share 558,977,372 shares i Nasdaq, Inc. TABLE OF CONTENTS 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 27 Item 3. Quantitative and Qualitative Disclosures About Market Risk 43 Item 4. Controls and Procedures 46 PART II Other Information Item 1. Legal Proceedings 46 Item 1A. Risk Factors 46 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46 Item 5. Other Information 47 Item 6. Exhibits 48 SIGNATURES 48 ii 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 Texas” refers to the cash equity exchange operated by Nasdaq Texas, LLC, formerly Nasdaq BX. • “NTX Options” refers to the options exchange operated by Nasdaq Texas, LLC, formerly Nasdaq BX Options. • “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. 2026 Revolving Credit Facility: $1.50 billion senior unsecured revolving credit facility, which matures on June 30, 2031 2026 Notes: $500 million aggregate principal amount issued of 3.850% senior unsecured notes paid at maturity on 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 SaaS: Software as a Service SEC: U.S. Securities and Exchange Commission iii 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 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. The data regarding Nasdaq's combined market capitalization in the U.S. is obtained from Bloomberg. 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, 2025 that was filed with the SEC on February 12, 2026. 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. iv 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 “can,” “may,” “will,” “could,” “should,” “anticipate,” “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, 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 12, 2026. 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. 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Nasdaq, Inc. Condensed Consolidated Balance Sheets (in millions, except share and par value amounts) June 30, 2026 December 31, 2025 (unaudited) Assets Current assets: Cash and cash equivalents $ 520 $ 604 Restricted cash and cash equivalents 26 210 Default funds and margin deposits (including restricted cash and cash equivalents of $ 254 and $ 3,120 , respectively) 2,323 5,842 Financial investments 198 28 Receivables, net 1,182 943 Other current assets 284 376 Total current assets 4,533 8,003 Property and equipment, net 767 728 Goodwill 14,245 14,371 Intangible assets, net 6,223 6,511 Operating lease assets 481 447 Other non-current assets 1,092 993 Total assets $ 27,341 $ 31,053 Liabilities Current liabilities: Accounts payable and accrued expenses $ 252 $ 280 Section 31 fees payable to SEC 313 — Accrued personnel costs 243 364 Deferred revenue 931 785 Other current liabilities 174 259 Default funds and margin deposits 2,323 5,842 Short-term debt 269 431 Total current liabilities 4,505 7,961 Long-term debt 8,492 8,573 Deferred tax liabilities, net 1,616 1,584 Operating lease liabilities 482 462 Other non-current liabilities 253 241 Total liabilities 15,348 18,821 Commitments and contingencies Equity Nasdaq stockholders’ equity: Common stock, $ 0.01 par value, 900,000,000 shares authorized, shares issued: 587,518,685 at June 30, 2026 and 594,620,320 at December 31, 2025 ; shares outstanding: 561,990,385 at June 30, 2026 and 569,894,024 at December 31, 2025 6 6 Additional paid-in capital 4,353 5,122 Common stock in treasury, at cost: 25,528,300 shares at June 30, 2026 and 24,726,296 shares at December 31, 2025 ( 784 ) ( 716 ) Accumulated other comprehensive loss ( 1,874 ) ( 1,773 ) Retained earnings 10,287 9,588 Total Nasdaq stockholders’ equity 11,988 12,227 Noncontrolling interests 5 5 Total equity 11,993 12,232 Total liabilities and equity $ 27,341 $ 31,053 See accompanying notes to condensed consolidated financial statements. 2 Nasdaq, Inc. Condensed Consolidated Statements of Income (unaudited) (in millions, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues: Capital Access Platforms $ 621 $ 520 $ 1,186 $ 1,028 Financial Technology 539 464 1,057 896 Market Services 1,372 1,101 2,419 2,240 Other revenues — 16 8 32 Total revenues 2,532 2,101 4,670 4,196 Transaction-based expenses: Transaction rebates ( 712 ) ( 640 ) ( 1,436 ) ( 1,224 ) Brokerage, clearance and exchange fees ( 320 ) ( 155 ) ( 326 ) ( 429 ) Revenues less transaction-based expenses 1,500 1,306 2,908 2,543 Operating expenses: Compensation and benefits 383 352 739 681 Professional and contract services 42 39 82 75 Technology and communication infrastructure 88 79 171 156 Occupancy 35 30 68 58 General, administrative and other 23 23 52 29 Marketing and advertising 24 14 44 28 Depreciation and amortization 165 158 331 313 Regulatory 9 14 19 29 Merger and strategic initiatives 5 20 9 44 Restructuring charges 14 9 24 15 Total operating expenses 788 738 1,539 1,428 Operating income 712 568 1,369 1,115 Interest income 8 12 13 24 Interest expense ( 86 ) ( 95 ) ( 172 ) ( 192 ) Net gain on divestitures — 39 89 39 Other income (losses) ( 2 ) 1 ( 15 ) — Net income from unconsolidated investees 21 23 47 50 Income before income taxes 653 548 1,331 1,036 Income tax provision 146 96 305 190 Net income $ 507 $ 452 $ 1,026 $ 846 Net loss attributable to noncontrolling interests — — — 1 Net income attributable to Nasdaq $ 507 $ 452 $ 1,026 $ 847 Per share information: Basic earnings per share $ 0.90 $ 0.79 $ 1.81 $ 1.47 Diluted earnings per share $ 0.89 $ 0.78 $ 1.80 $ 1.46 Cash dividends declared per common share $ 0.31 $ 0.27 $ 0.58 $ 0.51 See accompanying notes to condensed consolidated financial statements. 3 Nasdaq, Inc. Condensed Consolidated Statements of Comprehensive Income (unaudited) (in millions) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income $ 507 $ 452 $ 1,026 $ 846 Other comprehensive income (loss): Foreign currency translation gains (losses) ( 57 ) ( 45 ) ( 76 ) 130 Income tax benefit (expense) (1) ( 7 ) 67 ( 25 ) 98 Foreign currency translation, net ( 64 ) 22 ( 101 ) 228 Unrealized gain (loss) on derivatives instruments, net ( 3 ) 5 — 2 Total other comprehensive income (loss), net of tax ( 67 ) 27 ( 101 ) 230 Comprehensive income $ 440 $ 479 $ 925 $ 1,076 Comprehensive loss attributable to noncontrolling interests — — — 1 Comprehensive income attributable to Nasdaq $ 440 $ 479 $ 925 $ 1,077 ____________ (1) Primarily relates to the tax effect of unrealized gains and losses on our Euro Notes. See accompanying notes to condensed consolidated financial statements. 4 Nasdaq, Inc. Condensed Consolidated Statements of Changes in Stockholders ’ Equity (unaudited) (in millions) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Shares $ Shares $ Shares $ Shares $ Common stock 565 6 574 6 570 6 575 6 Additional paid-in capital Beginning balance 4,627 5,450 5,122 5,530 Share repurchase program ( 4 ) ( 356 ) ( 1 ) ( 100 ) ( 10 ) ( 903 ) ( 3 ) ( 215 ) Share-based compensation 1 50 1 46 2 87 2 81 Issuance of stock under employee stock plans — 3 — — 1 18 — — Other issuances of common stock, net — 29 — 29 — 29 — 29 Ending balance 4,353 5,425 4,353 5,425 Common stock in treasury, at cost Beginning balance ( 747 ) ( 672 ) ( 716 ) ( 647 ) Employee shares withheld — ( 37 ) — ( 34 ) ( 1 ) ( 68 ) — ( 59 ) Ending balance ( 784 ) ( 706 ) ( 784 ) ( 706 ) Accumulated other comprehensive loss Beginning balance ( 1,807 ) ( 1,896 ) ( 1,773 ) ( 2,099 ) Other comprehensive income (loss) ( 67 ) 27 ( 101 ) 230 Ending balance ( 1,874 ) ( 1,869 ) ( 1,874 ) ( 1,869 ) Retained earnings Beginning balance 9,954 8,658 9,588 8,401 Net income attributable to Nasdaq 507 452 1,026 847 Cash dividends declared and paid ( 174 ) ( 155 ) ( 327 ) ( 293 ) Ending balance 10,287 8,955 10,287 8,955 Total Nasdaq stockholders’ equity 11,988 11,811 11,988 11,811 Noncontrolling interests Beginning balance 5 9 5 9 Net activity related to noncontrolling interests — ( 2 ) — ( 2 ) Ending balance 5 7 5 7 Total Equity 562 $ 11,993 574 $ 11,818 562 $ 11,993 574 $ 11,818 See accompanying notes to condensed consolidated financial statements. 5 Nasdaq, Inc. Condensed Consolidated Statements of Cash Flows (unaudited) (in millions) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income $ 1,026 $ 846 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 331 313 Share-based compensation 87 81 Deferred income tax expense 12 12 Net gain on divestitures ( 89 ) ( 39 ) Net income from unconsolidated investees ( 47 ) ( 50 ) Other reconciling items included in net income 25 ( 9 ) Net change in operating assets and liabilities, excluding the effects of divestitures: Receivables, net ( 248 ) 145 Other assets 94 84 Accounts payable and accrued expenses ( 27 ) ( 30 ) Section 31 fees payable to SEC 313 92 Accrued personnel costs ( 117 ) ( 60 ) Deferred revenue 153 118 Other liabilities ( 113 ) ( 94 ) Net cash provided by operating activities 1,400 1,409 Cash flows from investing activities: Purchases of securities ( 499 ) ( 200 ) Proceeds from sales and redemptions of securities 322 325 Proceeds from divestitures, net of cash divested 89 52 Purchases of property and equipment ( 137 ) ( 108 ) Investments related to default funds and margin deposits, net (1) 540 ( 375 ) Other investing activities ( 14 ) ( 11 ) Net cash provided by (used in) investing activities 301 ( 317 ) Cash flows from financing activities: Issuance of commercial paper, net 269 — Repayments of debt and credit commitment ( 431 ) ( 657 ) Repurchases of common stock ( 903 ) ( 215 ) Dividends paid ( 327 ) ( 293 ) Proceeds from issuance of stock under employee stock plans 47 28 Payments related to employee shares withheld for taxes ( 68 ) ( 59 ) Default funds and margin deposits ( 3,347 ) ( 1,350 ) Other financing activities ( 7 ) 1 Net cash used in financing activities ( 4,767 ) ( 2,545 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents ( 68 ) 648 Net decrease in cash and cash equivalents and restricted cash and cash equivalents ( 3,134 ) ( 805 ) Cash and cash equivalents, restricted cash and cash equivalents at beginning of period 3,934 5,006 Cash and cash equivalents, restricted cash and cash equivalents at end of period $ 800 $ 4,201 Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents Cash and cash equivalents $ 520 $ 732 Restricted cash and cash equivalents 26 195 Restricted cash and cash equivalents (default funds and margin deposits) 254 3,274 Total $ 800 $ 4,201 Supplemental Disclosure - Cash Flow Information Cash paid for: Interest paid $ 194 $ 209 Income taxes paid, net of refunds $ 284 $ 176 _____ _____________________ (1) See "Default Fund Contributions and Margin Deposits," of Note 14, "Clearing Operations," for further details. See accompanying notes to condensed consolidated financial statements. 6 Nasdaq, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. ORGANIZATION AND NATURE OF OPERATIONS Nasdaq is a leading technology platform that powers the world’s economies. We architect the infrastructure of the world’s most modern markets, power the innovation economy, and build trust in the financial system. We empower economic opportunity by designing and deploying advanced technology, data, and intelligence solutions that enable our clients to capture opportunities, navigate risk, and strengthen resilience. Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. Capital Access Platforms The Capital Access Platforms segment comprises our Data & Listing Services, Index and Workflow & Insights businesses. 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 June 30, 2026 , a total of 5,768 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of June 30, 2026 , there were 4,659 total listings on The Nasdaq Stock Market, including 1,243 ETPs. The Nasdaq combined market capitalization in the U.S. was app roximately $ 45.7 trillion . In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,109 listed companies with a combined market capitalization of approximately $ 2.4 trillion . Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled futures, options and options on futures on our indices. As of June 30, 2026 , 481 ETPs listed on 28 exchanges in over 20 countries tracked a Nasdaq index and accounted for $ 1.1 trillion 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 solution, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide. In October 2025, we sold our Solovis business, a financial technology platform offering portfolio monitoring and analytics tools. Revenues from this business are reflected in Other revenues in the Condensed Consolidated Statements of Income for prior periods presented , and in our Corporate segment for our segment disclosures. The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools. Our corporate solutions business serves both public and private companies and organizations through our Investor Relations Intelligence, Sustainability Solutions and Governance Solutions products. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving sustainability landscape through our suite of advanced technology, analytics, reporting and consulting services. In July 2026, we announced that we have entered into a definitive agreement to acquire Dasseti, Inc., an AI-powered due diligence platform used by institutional asset allocators and managers across public and private markets. This business will be integrated into our eVestment solution. We also announced, in July 2026, an agreement to sell Nasdaq Fund Secondaries to Nasdaq Private Market, and we continue to hold a minority interest in Nasdaq Private Market. These transactions, individually, and in aggregate, will not have a material impact to our results. 7 Financial Technology The Financial Technology segment comprises our 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 2,800 financial institutions detect, investigate, and report money laundering and financial fraud. Regulatory Technology comprises our AxiomSL and surveillance solutions. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSL’s platform supports compliance across a wide range of global and local regulations . Our surveillance solutions are designed for banks, brokers and other market participants to assist them in complying with market abuse and integrity rules and regulations. In addition, we provide regulators and exchanges with a platform for surveillance. Capital Markets Technology includes our market technology, trade management services and Calypso solutions. Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our t rade management services provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed through different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. C alypso is a leading platform providing cross-asset, front-to-back trading, treasury, risk and collateral management solutions. The Calypso solution provides customers with a single platform designed from the outset to enable consolidation, innovation and growth. Market Services Our Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing and U.S. Tape plans data. We operate 18 exchanges across several asset classes, including derivatives, 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 the first quarter of 2026, we completed the transfer of existing open positions in our Nordic power futures business to a European exchange. 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 presented, and in our Corporate segment for our segment disclosures. Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues. 2. 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 primarily 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. 8 Subsequent Events We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. Accounting Pronouncements Not Yet Adopted • In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This guidance will require disclosures about specific types of expenses included in the expense captions presented on the face of the income statement. The update is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Prospective application is required and retrospective application is permitted. We are currently evaluating the impact of adopting this ASU on our income statement disaggregation disclosures. We do not believe this update will have a material impact on our consolidated financial statement disclosures. • In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The new guidance removes references to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied on a prospective basis, a modified basis for in- process projects, or a retrospective basis. We are evaluating the impact this amended guidance may have on our consolidated financial statements. 3. REVENUE FROM CONTRACTS WITH CUSTOMERS D i saggregation of Revenue The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2026 and 2025 : Three Months Ended June 30, 2026 2025 (in millions) Capital Access Platforms: Data & Listing Services $ 217 $ 198 Index 271 196 Workflow & Insights 133 126 Financial Technology: Financial Crime Management Technology 98 81 Regulatory Technology 120 104 Capital Markets Technology 321 279 Market Services, net 340 306 Other revenues — 16 Revenues less transaction-based expenses $ 1,500 $ 1,306 Six Months Ended June 30, 2026 2025 (in millions) Capital Access Platforms Data & Listing Services $ 431 $ 391 Index 491 388 Workflow & Insights 264 249 Financial Technology Financial Crime Management Technology 191 157 Regulatory Technology 238 206 Capital Markets Technology 628 533 Market Services, net 657 587 Other revenues 8 32 Revenues less transaction-based expenses $ 2,908 $ 2,543 Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the three and six months ended June 30, 2026 and 2025 . Substantially all revenues from our Market Services segment were recognized at a point in time for the same periods. 9 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 $ 13 million as of June 30, 2026 and $ 11 million as of December 31, 2025 . Changes to the allowance for doubtful accounts during the six months ended June 30, 2026 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 June 30, 2026 . 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. T he following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of June 30, 2026 : Financial Crime Management Technology Regulatory Technology Capital Markets Technology Workflow & Insights Total (in millions) Remainder of 2026 $ 186 $ 183 $ 207 $ 95 $ 671 2027 329 320 348 135 1,132 2028 219 241 280 66 806 2029 104 136 175 32 447 2030 29 91 114 22 256 2031+ 6 43 253 — 302 Total $ 873 $ 1,014 $ 1,377 $ 350 $ 3,614 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 partial consideration was received. Migration of open positions was completed during the first quarter of 2026, resulting in an incremental gain of $ 88 million , net of costs to sell. T his additional consideration was received in April 2026. We no longer provide commodities clearing and trading services as of June 2026 , and will continue to wind down business operations through the remainder of 2026. In connection with the successful migration of open positions, Nasdaq may receive additional consideration in 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. In October 2025, Nasdaq completed the sale of our Solovis business which was previously included in Workflow & Insights within our Capital Access Platforms segment. The impact of the transactions described above is net of cost to sell and is included in net gain on divestitures in the Condensed Consolidated Statements of Income. 5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS Goodwill The following table presents the changes in goodwill by business segment during the six months ended June 30, 2026 : (in millions) Capital Access Platforms Balance at December 31, 2025 $ 4,285 Foreign currency translation adjustments ( 53 ) Balance at June 30, 2026 $ 4,232 Financial Technology Balance at December 31, 2025 $ 7,952 Foreign currency translation adjustments ( 8 ) Balance at June 30, 2026 $ 7,944 Market Services Balance at December 31, 2025 $ 2,134 Foreign currency translation adjustments ( 65 ) Balance at June 30, 2026 $ 2,069 Total Balance at December 31, 2025 $ 14,371 Foreign currency translation adjustments ( 126 ) Balance at June 30, 2026 $ 14,245 10 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. 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 i mpairment of goodwill or indefinite-lived intangibles for the three and six months ended June 30, 2026 and 2025 ; 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. Acquired Intangible Assets The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived : June 30, 2026 December 31, 2025 Finite-Lived Intangible Assets (in millions) Gross Amount: Technology $ 1,222 $ 1,222 Customer relationships 5,632 5,711 Trade names and other 405 405 Foreign currency translation adjustment ( 159 ) ( 163 ) Total gross amount $ 7,100 $ 7,175 Accumulated Amortization: Technology $ ( 630 ) $ ( 531 ) Customer relationships ( 1,515 ) ( 1,432 ) Trade names and other ( 63 ) ( 53 ) Foreign currency translation adjustment 113 113 Total accumulated amortization $ ( 2,095 ) $ ( 1,903 ) Net Amount: Technology $ 592 $ 691 Customer relationships 4,117 4,279 Trade names and other 342 352 Foreign currency translation adjustment ( 46 ) ( 50 ) Total finite-lived intangible assets $ 5,005 $ 5,272 Indefinite-Lived Intangible Assets Exchange and clearing registrations $ 1,257 $ 1,257 Trade names 121 121 Licenses 50 52 Foreign currency translation adjustment ( 210 ) ( 191 ) Total indefinite-lived intangible assets $ 1,218 $ 1,239 Total intangible assets, net $ 6,223 $ 6,511 In connection with the wind-down of our Nordic power futures business during the second quarter of 2026, we recognized a $ 20 million impairment primarily related to customer relationships and licenses. There was no other material impairment of intangible assets for the three and six months ended June 30, 2026 and 2025 . The following tables present our amortization expense for acquired finite-lived intangible assets: Three Months Ended June 30, 2026 2025 (in millions) Amortization expense $ 121 $ 122 Six Months Ended June 30, 2026 2025 (in millions) Amortization expense $ 243 $ 243 The table below presents t he estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $ 46 million as of June 30, 2026 ) of acquired finite-lived intangible assets as of June 30, 2026 : (in millions) Remainder of 2026 $ 245 2027 490 2028 457 2029 430 2030 267 2031+ 3,162 Total $ 5,051 6. INVESTMENTS The following table presents the details of our investments: June 30, 2026 December 31, 2025 (in millions) Financial investments $ 198 $ 28 Equity method investments 559 512 Equity securities 180 175 Financial Investments Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $ 163 million as of June 30, 2026 and $ 18 million as of December 31, 2025 , are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. Capital held for regulatory purposes is invested to optimize returns while staying within approved risk tolerances. This active portfolio management can result in assets held as shorter term investments which meet the criteria to be classified as cash equivalents, and would then be included in restricted cash and cash equivalents or longer term investments, which would be classified as financial investments in the Condensed Consolidated Balance Sheets. 11 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 June 30, 2026 and 2025 , 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 six months ended June 30, 2026 and 2025 . Net income recognized from our equity interest in the earnings and losses of these equity method investments was $ 21 million and $ 23 million for the three months ended June 30, 2026 and 2025 , respectively, and $ 47 million and $ 50 million for the six months ended June 30, 2026 and 2025 , respectively. Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Condensed Consolidated Balance Sheets, with gains and losses recognized in other income (losses) in the Condensed Consolidated Statements of Income. The majority of our equity securities as of June 30, 2026 do not have a readily determinable fair value and therefore we have elected the measurement alternative. We recognized a net gain from the change in the carrying value of these equity securities of $ 17 million for the three and six months ended June 30, 2026 , primarily related to an upward adjustment due to the identification of an observable price change for a similar investment of an investee. No material adjustments were made to the carrying value of these equity securities for the three and six months ended June 30, 2025 . We mark-to-market equity securities that have a readily determinable fair value. Gains and losses from the change in the fair value of these securities were immaterial for the three months ended June 30, 2026 and the three and six months ended June 30, 2025 . Net loss from the change in the fair value of these securities was $ 15 million for the six months ended June 30, 2026 . As of June 30, 2026 and December 31, 2025 , our equity securities primarily represent various strategic minority investments made through our corporate venture program. Purchases and sales of equity securities are included in other investing activities in the Condensed Consolidated Statements of Cash Flows. 7. DEFERRED REVENUE Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the six months ended June 30, 2026 are reflected in the following table: Balance at December 31, 2025 Additions Revenue Recognized Foreign Currency Translation Balance at June 30, 2026 Capital Access Platforms: (in millions) Initial Listings $ 96 $ 28 $ ( 20 ) $ ( 1 ) $ 103 Annual Listings 3 199 ( 1 ) ( 1 ) 200 Workflow & Insights 199 135 ( 126 ) — 208 Other 24 11 ( 7 ) ( 1 ) 27 Financial Technology: Financial Crime Management Technology 189 133 ( 130 ) — 192 Regulatory Technology 166 82 ( 107 ) — 141 Capital Markets Technology 196 59 ( 103 ) ( 3 ) 149 Total $ 873 $ 647 $ ( 494 ) $ ( 6 ) $ 1,020 In the above table: • Additions include deferred revenue billed in the current period, net of recognition. • Revenue recognized includes revenue recognized during the current period that was included in the beginning balance. • 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 June 30, 2026 , we estimate that our deferred revenue will be recognized in the following years: Fiscal year ended: 2026 2027 2028 2029 2030 2031+ Total Capital Access Platforms: (in millions) Initial Listings $ 22 $ 33 $ 21 $ 13 $ 9 $ 5 $ 103 Annual Listings 200 — — — — — 200 Workflow & Insights 156 52 — — — — 208 Other 11 8 5 3 — — 27 Financial Technology: Financial Crime Management Technology 143 46 2 1 — — 192 Regulatory Technology 110 31 — — — — 141 Capital Markets Technology 113 31 3 2 — — 149 Total $ 755 $ 201 $ 31 $ 19 $ 9 $ 5 $ 1,020 12 In the preceding table, 2026 represents the remaining six months of 2026. Deferred revenue that will be recognized beyond June 30, 2027 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. 8. DEBT OBLIGATIONS The following table presents the changes in the carrying amounts of our debt obligation s during the six months ended June 30, 2026 : December 31, 2025 Additions Payments, Foreign Currency Translation and Accretion June 30, 2026 Short-term debt: (in millions) Commercial paper $ — $ 374 $ ( 105 ) $ 269 2026 Notes 431 — ( 431 ) — Total short-term debt $ 431 $ 374 $ ( 536 ) $ 269 Long-term debt - senior unsecured notes: 2028 Notes 793 — 1 794 2029 Notes 702 — ( 19 ) 683 2030 Notes 702 — ( 19 ) 683 2031 Notes 646 — 1 647 2032 Notes 874 — ( 24 ) 850 2033 Notes 719 — ( 20 ) 699 2034 Notes 1,122 — 1 1,123 2040 Notes 645 — — 645 2050 Notes 488 — — 488 2052 Notes 407 — — 407 2053 Notes 739 — — 739 2063 Notes 738 — — 738 2026 Revolving Credit Facility ( 2 ) ( 3 ) 1 ( 4 ) Total long-term debt $ 8,573 $ ( 3 ) $ ( 78 ) $ 8,492 Total debt obligations $ 9,004 $ 371 $ ( 614 ) $ 8,761 Senior Unsecured Notes Our 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were le ss than the aggregate principal amount. As of June 30, 2026 , 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 $ 5 million for the six months ended June 30, 2026 . 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. 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 six months ended June 30, 2026 , the impact of translation decreased the U.S. dollar value of our Euro Notes by $ 83 million . Credit Facilities 2026 Revolving Credit Facility In June 2026, Nasdaq amended and restated our existing $ 1.25 billion five -year revolving credit facility, with a new maturity date of June 30, 2031, and increased the borrowing capacity to $ 1.50 billion . Nasdaq intends to use funds available under the 2026 Revolving Credit Facility for general corporate purposes and to provide liquidity to support our commercial paper program. Nasdaq is permitted to repay borrowings under our 2026 Revolving Credit Facility at any time in whole or in part, without penalty . As of June 30, 2026 , no amounts were outstanding on the 2026 Revolving Credit Facility. The $( 4 ) million balance represents unamortized debt issuance costs which are being amortized through interest expense over the life of the credit facility. 13 Borrowings und er 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 2026 Revolving Credit Facility agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with our debt rating. We are charged commitment fees of 0.080 % to 0.150 % , depending on our credit rating, on undrawn amounts. These commitment fees are included in interest expense and were not material for the three and six months ended June 30, 2026 and 2025 . The 2026 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 2026 Revolving Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $ 1.0 billion , 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 2026 Revolving Credit Facility. The effective interest rate of co mmercial paper issuances fluctuates as short-term interest rates and demand fluctuate. These fluctuations may impact our interest expense. As of June 30, 2026 , we had $ 269 million outstanding under our commercial paper program and no outstanding balance as of December 31, 2025 . 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 $ 198 million as of June 30, 2026 and $ 208 million as of December 31, 2025 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 six months ended June 30, 2026 and 2025 . These facilities include customary affirmative and negative operating covenants and events of default. Debt Covenants As of June 30, 2026 , 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 six months ended June 30, 2026 and 2025 , which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Savings Plan expense $ 5 $ 6 $ 11 $ 11 Pension, SERP and Other Post-Retirement Benefit Plans We maintain nonqualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. The total expense for these plans is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Retirement Plans expense $ 13 $ 10 $ 23 $ 17 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. The deferred plan assets and corresponding liabilities are measured at fair value and included within other non-current assets and liabilities in the Condensed Consolidated Balance Sheets. All deferrals and associated earnings are our general unsecured obligations and were immaterial for the three and six months ended June 30, 2026 and 2025 . 14 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. Annual employee awards are generally 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 six months ended June 30, 2026 and 2025 , which is primarily included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Share-based compensation expense before income taxes $ 50 $ 46 $ 87 $ 81 Common Shares Available Under Our Equity Plan As of June 30, 2026 , we had approximately 20.1 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 six months ended June 30, 2026 : Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 2025 3,920,464 $ 64.06 Granted 1,410,453 82.65 Vested ( 1,277,881 ) 59.02 Forfeited ( 127,935 ) 69.56 Unvested at June 30, 2026 3,925,101 $ 72.21 As of June 30, 2026 , $ 189 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 2.6 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. 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. Grants of PSUs that were issued in 2023 with a three -year performance period exceeded the applicable performance metrics. As a result, an additional 121,475 shares above the original target amount were granted in the first quarter of 2026 and were fully vested upon issuance. 15 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 were based on performance measures relating to the implementation of certain integration actions in connection with the Adenza acquisition. Achievement of the targets impacted the amount of shares that each PSU eligible individual was entitled to receive . The PSUs had a two -year performance period and will vest one year after the end of the performance period, and settled in shares of our common stock. The grantees of the PSUs under this program were eligible to receive between 0.0 % and 200.0 % of the number of PSUs granted. The performance period for these PSUs has ended and exceeded the applicable performance metrics, and resulted in the issuance of an additional 87,460 shares for overachievement. These shares were granted in the first quarter of 2026 and will vest in January 2027. The following weighted-average assumptions were used to determine the weighted-average fair values of the outstanding P SU awards granted under the three -year PSU program during the six months ended June 30, 2026 and 2025: Year of grant date 2026 2025 Weighted-average risk-free interest rate 3.80 % 3.82 % Expected volatility 22.57 % 23.27 % Weighted-average grant date share price $ 85.24 $ 76.04 Weighted-average fair value at grant date $ 100.20 $ 92.43 T he following table summarizes our PSU activity for the six months ended June 30, 2026 : PSUs Number of Awards Weighted- Average Grant Date Fair Value Unvested at December 31, 2025 2,378,130 $ 74.91 Granted 1,021,588 92.19 Vested ( 778,716 ) 52.72 Forfeited ( 9,890 ) 87.83 Unvested at June 30, 2026 2,611,112 $ 87.15 As of June 30, 2026 , the total unrecognized compensation cost related to the outstanding PSU awards is $ 124 million and is expected to be recognized over a weighted-average period of 1.4 years . Stock Options There were no stock option awards granted for the six months ended June 30, 2026 . We received net cash proceeds of $ 3 million from the exercise of 113,611 stock options for the three months ended June 30, 2026 . We received net cash proceeds of $ 18 million from the exercise of 806,451 stock options for the six months ended June 30, 2026 . There were no stock option awards granted and no stock options exercised for the three and six months ended June 30, 2025 . A summary of our outstanding stock options at June 30, 2026 is as follows: Number of Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2025 1,420,323 $ 41.79 Exercised ( 806,451 ) 22.23 Outstanding at June 30, 2026 613,872 $ 67.49 5.5 $ 7 As of June 30, 2026 , the aggregate pre-tax intrinsic value represents the difference between our closing stock price on June 30, 2026 of $ 78.82 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 June 30, 2026 , no outstanding stock options were exercisable. ESPP W e have an ESPP under which approximately 9.6 million shares of our common stock were available for future issuance as of June 30, 2026 . 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 June 30, 2026 , 900,000,000 shares of our common stock were authorized, 587,518,685 shares were issued and 561,990,385 shares were outstanding. As of December 31, 2025 , 900,000,000 shares of our common stock were authorized, 594,620,320 shares were issued and 569,894,024 shares were outstanding. 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. 16 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 25,528,300 shares of common stock in treasury as of June 30, 2026 and 24,726,296 shares as of December 31, 2025 , 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 In February 2026, our board of directors authorized an increase to our share repurchase program, bringing the aggregate authorized amount to $ 3.0 billion . As of June 30, 2026 , the remaining aggregate authorized amount under the existing share repurchase program was $ 2.5 billion . As part of this program, repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date. The following is a summary of our share repurchase activity, reported based on settlement date, for the six months ended June 30, 2026 : Six Months Ended June 30, 2026 Number of shares of common stock repurchased 10,392,733 Average price paid per share $ 86.91 Total purchase price (in millions) $ 903 The table above excludes an aggregate of 802,004 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs. In January 2026, we entered into a $ 300 million variable notional ASR agreement and, upon final settlement in February 2026, we received a total of 3,142,730 shares plus $ 15 million cash reflecting the difference between the prepayment and final notional amount. These shares are included in the number of shares of common stock repurchased in the table above. In July 2026, we entered into a variable notional ASR agreement, for which we paid $ 250 million to a third-party financial institution in exchange for an initial delivery of shares of common stock. The final notional amount is subject to a minimum and maximum and will depend on the price of our shares of common stock during the term of the ASR. The final settlement of the ASR agreement is expected to be completed in the third quarter of 2026. Under ASR agreements, we make payments to our counterparties and receive an initial delivery of shares of common stock. The final number of shares to be repurchased is based on the volume-weighted average price of Nasdaq's common stock during the term of the ASR agreement, less a discount and subject to adjustments pursuant to the terms of the ASR agreement. At settlement, our counterparty may be required to deliver additional shares of common stock to us or, under certain circumstances, we may be required to deliver shares of our common stock or may elect to make a cash payment to our counterparty. Receiving our shares of common stock, during initial delivery and the final receipt of shares upon settlement of the ASR agreements, results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. Preferred Stock Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $ 0.01 per share, issuable from time to time in one or more series. As of June 30, 2026 and December 31, 2025 , no shares of preferred stock were issued or outstanding. Cash Dividends on Common Stock During the six months ended June 30, 2026, 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, 2026 $ 0.27 March 16, 2026 $ 153 March 30, 2026 April 23, 2026 0.31 June 12, 2026 174 June 26, 2026 $ 327 The total amount paid of $ 327 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at June 30, 2026 . In July 2026, the board of directors approved a regular quarterly cash dividend of $ 0.31 per share on our outstanding common stock. The dividend is payable on September 25, 2026 to shareholders of record at the close of business on September 11, 2026. The estimated aggregate payment of this dividend is $ 174 million . Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors. 17 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 . 12. EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share: Three Months Ended June 30, 2026 2025 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 507 $ 452 Denominator: Weighted-average common shares outstanding for basic earnings per share 564,155,965 574,073,104 Weighted-average effect of dilutive securities - Employee equity awards 3,594,251 4,908,053 Weighted-average common shares outstanding for diluted earnings per share 567,750,216 578,981,157 Basic and diluted earnings per share: Basic earnings per share $ 0.90 $ 0.79 Diluted earnings per share $ 0.89 $ 0.78 Six Months Ended June 30, 2026 2025 Numerator: (in millions, except share and per share amounts) Net income attributable to common shareholders $ 1,026 $ 847 Denominator: Weighted-average common shares outstanding for basic earnings per share 565,482,880 574,556,455 Weighted-average effect of dilutive securities - Employee equity awards 4,258,094 4,922,867 Weighted-average common shares outstanding for diluted earnings per share 569,740,974 579,479,322 Basic and diluted earnings per share: Basic earnings per share $ 1.81 $ 1.47 Diluted earnings per share $ 1.80 $ 1.46 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 six months ended June 30, 2026 and 2025 . 13. FAIR VALUE OF FINANCIAL INSTRUMENTS The following tables present substantially all of our financial assets that were measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 . June 30, 2026 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 198 $ 198 $ — $ — Total financial investments $ 198 $ 198 $ — $ — Equity securities 8 8 — — Total assets at fair value $ 206 $ 206 $ — $ — December 31, 2025 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 28 $ 28 $ — $ — Total financial investments $ 28 $ 28 $ — $ — Equity securities 25 25 — — Total assets at fair value $ 53 $ 53 $ — $ — Derivative Instruments We utilize foreign exchange forward contracts primarily to reduce the volatility of earnings and cash flows associated with changes in foreign exchange rates. We have utilized these foreign exchange forward contracts as net investment hedges of certain foreign subsidiaries, with changes in fair value recorded in accumulated other comprehensive income in the 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. 18 All derivative contracts are measured at fair value using Level 2 inputs based on observable foreign currency exchange rates and interest rates, and recorded under other current and other non-current assets and other current and other non-current liabilities in the Condensed Consolidated Balance Sheets. As of June 30, 2026 and December 31, 2025 , the fair value of these contracts was not material and therefore not included in the tables above. We do not use derivative instruments for trading or speculative purposes. Financial Instruments Not Measured at Fair Value on a Recurring Basis Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash and cash equivalents, receivables, net, certain other current assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs and certain other current liabilities. We have certain investments, primarily our investment in OCC, which are accounted for under the equity method of accounting. We have elected the measurement alternative for all of our equity securities that do not have a readily determinable fair value, which primarily represent various strategic investments made through our corporate venture program. See “Equity Method Investments,” and “Equity Securities,” of Note 6, “Investments,” for further discussion. We also consider our debt obligations to be financial instruments. As of June 30, 2026 , the majority of our outstanding debt obligations were fixed-rate obligations. We are exposed to changes in interest rates on amounts outstanding from the sale of commercial paper under our commercial paper program. We may also be exposed to changes in interest rates as a result of borrowings under our 2026 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. The fair value of our remaining debt obligations utilizing prevailing market rates for our fixed rate debt was $ 8.2 billion as of June 30, 2026 and $ 8.6 billion as of December 31, 2025 . 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 June 30, 2026 and December 31, 2025 , 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 and fixed income derivatives. Historically, w e also acted as the CCP for power derivatives and emissions allowance derivatives. All open interest relating to these products was transferred to another exchange in March 2026 . See Note 4, “ Divestitures, ” for further discussion of this transaction. Through our clearing operations in the financial markets, which includes the resale and repurchase market , 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 a member sponsored default fund related to financial 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. 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. 19 Default Fund Contributions and Margin Deposits As of June 30, 2026 , clearing member default fund contributions and margin deposits were as follows: June 30, 2026 Cash Contributions Non-Cash Contributions Total Contributions (in millions) Default fund contributions $ 329 $ 99 $ 428 Margin deposits 1,994 5,463 7,457 Total $ 2,323 $ 5,562 $ 7,885 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 $ 2,323 million as of June 30, 2026 and $ 5,842 million as of December 31, 2025 , in accordance with its investment policy as follows: June 30, 2026 December 31, 2025 (in millions) Demand deposits $ 233 $ 3,011 Central bank certificates 21 109 Restricted cash and cash equivalents $ 254 $ 3,120 European government debt securities 337 292 Reverse repurchase agreements 1,514 2,245 Multilateral development bank debt securities 218 185 Investments $ 2,069 $ 2,722 Total $ 2,323 $ 5,842 In the table above, the decrease from December 31, 2025 to June 30, 2026 is primarily due to the sale of our Nordic power futures business and includes an unfavorable impact from currency translation adjustments of $ 59 million for restricted cash and cash equivalents and $ 113 million for investments. For the six months ended June 30, 2026 and 2025 , investments related to default funds and margin deposits, net includes purchases of investment securities of $ 71,751 million and $ 45,490 million , respectively, and proceeds from sales and redemptions of investment securities of $ 72,291 million and $ 45,115 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 fund are proportional to the exposures of each clearing member. 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. 20 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 June 30, 2026 , Nasdaq Clearing committed capital totaling $ 131 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments 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 Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty. Nasdaq Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process performed multiple times on a daily basis helps to identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing Nasdaq Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Clearing can access the defaulting member’s margin and default fund deposits to cover the defaulting member’s losses. Regulatory Capital and Risk Management Calculations Nasdaq Clearing manages risk through a comprehensive counterparty risk management framework, which comprises policies, procedures, standards and financial resources. The level of regulatory capital is determined in accordance with Nasdaq Clearing’s regulatory capital and default fund policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital. As mentioned above, Nasdaq Clearing is the legal counterparty for each contract cleared and thereby guarantees the fulfillment of each contract. Nasdaq Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis the estimated liability was nominal and no liability was recorded as of June 30, 2026 . 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 default fund. 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 $ 20 million as of June 30, 2026 ; • 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; • the default fund which includes capital contributions of the clearing members on a pro-rata basis; and • senior capital contributed by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $ 24 million as of June 30, 2026 . 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. 21 In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $ 87 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: June 30, 2026 (in millions) Fixed-income swaps and forwards $ 872 Stock options and forwards 387 Index options and forwards 165 Total $ 1,424 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 six months ended June 30, 2026 and 2025 : Six Months Ended June 30, 2026 2025 Commodity futures and forwards 59,986 137,217 Fixed-income swaps, futures and forwards 9,502,827 8,657,081 Stock options, futures and forwards 13,473,382 11,785,557 Index options, futures and forwards 15,311,951 17,290,381 Total 38,348,146 37,870,236 In the table above, the total volume in cleared power related to commodity contracts was 117 Terawatt hours (TWh) and 272 TWh for the six months ended June 30, 2026 and 2025 , respectively. Resale and Repurchase Agreements Contracts Outstanding and Cleared The outstanding contract value of resale and repurchase agreements was $ 1.2 billion and $ 800 million as of June 30, 2026 and 2025 , respectively. The total number of resale and repurchase agreements contracts cleared was 1,271,156 and 1,606,945 for the six months ended June 30, 2026 and 2025 , 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 June 30, 2026 December 31, 2025 Assets: (in millions) Operating lease assets Operating lease assets $ 481 $ 447 Liabilities: Current lease liabilities Other current liabilities $ 74 $ 60 Non- current lease liabilities Operating lease liabilities 482 462 Total lease liabilities $ 556 $ 522 The following table summarizes Nasdaq’s lease cost: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Operating lease cost $ 24 $ 21 $ 45 $ 39 Variable lease cost 12 10 24 20 Sublease income ( 1 ) ( 1 ) ( 1 ) ( 1 ) Total lease cost $ 35 $ 30 $ 68 $ 58 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. June 30, 2026 (in millions) Remainder of 2026 $ 48 2027 93 2028 92 2029 86 2030 80 2031+ 254 Total lease payments $ 653 Less: interest ( 97 ) Present value of lease liabilities $ 556 In the table above, interest is calculated using an incremental borrowing rate for each lease. Present value of lease liabilities includes the current portion of $ 74 million . 22 Lease payments in the table above exclude $ 32 million of legally binding minimum lease payments for leases signed but not yet commenced primarily related to data center expansion. The following table provides information related to Nasdaq’s lease term and discount rate: June 30, 2026 Weighted-average remaining lease term (in years) 7.7 Weighted-average discount rate 4.3 % The following table provides supplemental cash flow information related to Nasdaq’s operating leases: Six Months Ended June 30, 2026 2025 (in millions) Cash paid for amounts included in the measurement of operating lease liabilities $ 45 $ 39 Lease assets obtained in exchange for operating lease liabilities $ 71 $ 91 L ease assets obtained in exchange for operating lease liabilities primarily relate to expansion and renewals of data center leases for the six months ended June 30, 2026 and 2025. For the six months ended June 30, 2025, it also related to a new lease signed for our European headquarters. 16. INCOME TAXES Income Tax Provision The following tables present our income tax provision and effective tax rate: Three Months Ended June 30, 2026 2025 (in millions) Income tax provision $ 146 $ 96 Effective tax rate 22.4 % 17.5 % Six Months Ended June 30, 2026 2025 (in millions) Income tax provision $ 305 $ 190 Effective tax rate 22.9 % 18.3 % The higher effective tax rate for the three and six months ended June 30, 2026 , as compared to the prior year periods , was primarily due to a tax benefit related to payments made to former Adenza employees in June 2025. The higher effective tax rate for the six months ended June 30, 2026 also includes the impact of a favorable audit settlement in the prior period. 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. 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 2022 through 2025. Several state tax returns are currently under examination by the respective tax authorities for the years 2014 through 2024. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2020 through 2025 . 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 . 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 June 30, 2026 and December 31, 2025 . As discussed in “Other Credit Facilities,” of Note 8, “Debt Obligations,” we also have credit facilities primarily related to our N asdaq Clearing operations, which are available in multiple currencies. 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 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. 23 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, or the EC, conducted an inspection at the Nasdaq Stockholm offices. The inspection related to a potential competition law concern regarding the trading of Nordic financial derivatives. We understand that the EC's focus is a cooperative arrangement with Eurex that was announced by Eurex and the Helsinki Stock Exchange in 1999. The Helsinki Stock Exchange was acquired by Nasdaq as part of our acquisition of OMX AB in 2008. The cooperative arrangement with Eurex fully ended before Nasdaq learned of the EC's investigation. In November 2025, the EC opened a formal antitrust investigation to assess whether Nasdaq and Deutsche Börse had breached European Union competition rules by coordinating their conduct in the sector for listing, trading and clearing of financial derivatives in the European Economic Area. We have been cooperating with the EC but are uncertain about the duration or ultimate outcome of its review, or to the extent there is any finding against us, the amount of any fines or other remedies. Other Matters Except as disclosed above and in our prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings. In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on our consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters. Tax Audits We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely 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 chief operating decision maker, or CODM, who is our Chair and Chief Executive Officer, does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below. 24 The following tables present certain information regarding our business segments for the three months ended June 30, 2026 and 2025 : Capital Access Platforms Financial Technology Market Services Corporate Total June 30, 2026 (in millions) Total revenues $ 621 $ 539 $ 1,372 $ — $ 2,532 Transaction- based expenses — — ( 1,032 ) — ( 1,032 ) Revenues less transaction- based expenses 621 539 340 — 1,500 Directly consumed expenses 185 255 100 — 540 Other expenses 42 34 22 150 248 Operating income $ 394 $ 250 $ 218 $ ( 150 ) $ 712 Depreciation and amortization 12 20 11 122 165 Purchases of property and equipment 15 35 27 — 77 Capital Access Platforms Financial Technology Market Services Corporate Total June 30, 2025 Total revenues $ 520 $ 464 $ 1,101 $ 16 $ 2,101 Transaction- based expenses — — ( 795 ) — ( 795 ) Revenues less transaction- based expenses 520 464 306 16 1,306 Directly consumed expenses 172 220 92 — 484 Other expenses 41 27 20 166 254 Operating income $ 307 $ 217 $ 194 $ ( 150 ) $ 568 Depreciation and amortization 11 13 11 123 158 Purchases of property and equipment 15 29 15 — 59 The following tables present certain information regarding our business segments for the six months ended June 30, 2026 and 2025 : Capital Access Platforms Financial Technology Market Services Corporate Total June 30, 2026 (in millions) Total revenues $ 1,186 $ 1,057 $ 2,419 $ 8 $ 4,670 Transaction- based expenses — — ( 1,762 ) — ( 1,762 ) Revenues less transaction- based expenses 1,186 1,057 657 8 2,908 Directly consumed expenses 356 488 192 — 1,036 Other expenses 87 73 46 297 503 Operating income $ 743 $ 496 $ 419 $ ( 289 ) $ 1,369 Depreciation and amortization 39 23 25 244 331 Purchases of property and equipment 31 68 38 — 137 Capital Access Platforms Financial Technology Market Services Corporate Total June 30, 2025 Total revenues $ 1,028 $ 896 $ 2,240 $ 32 $ 4,196 Transaction- based expenses — — ( 1,653 ) — ( 1,653 ) Revenues less transaction- based expenses 1,028 896 587 32 2,543 Directly consumed expenses 333 426 180 — 939 Other expenses 81 56 40 312 489 Operating income $ 614 $ 414 $ 367 $ ( 280 ) $ 1,115 Depreciation and amortization 21 25 22 245 313 Purchases of property and equipment 28 51 29 — 108 25 Directly consumed expenses in the table above include both direct costs and costs of shared resources consumed by the segment for revenue-generating activities. Other expenses include indirect overhead costs allocated to our segments. Other expenses also include expenses allocated to our Corporate segment. The following tables summarize revenues and expenses allocated to our Corporate segment: Three Months Ended June 30, 2026 2025 Revenues: (in millions) Divestitures of businesses $ — $ 16 Expenses: Amortization expense of acquired intangible assets 121 122 Merger and strategic initiatives expense 5 20 Restructuring charges 14 9 Legal and regulatory matters 6 1 Expenses - divestitures 3 13 Other 1 1 Total expenses $ 150 $ 166 Operating loss $ ( 150 ) $ ( 150 ) Six Months Ended June 30, 2026 2025 Revenues: (in millions) Divestitures of businesses $ 8 $ 32 Expenses: Amortization expense of acquired intangible assets 243 243 Merger and strategic initiatives expense 9 44 Restructuring charges 24 15 Legal and regulatory matters 12 4 Gain on extinguishment of debt — ( 19 ) Expenses - divestitures 8 24 Other 1 1 Total expenses $ 297 $ 312 Operating loss $ ( 289 ) $ ( 280 ) 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.” The items in the preceding table 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 table above, include the following: • Revenues and expenses - divestitures: These amounts reflect the revenues and expenses associated with our Nordic power futures business, where we entered into an agreement to transfer open interest in January 2025 and completed this transfer in March 2026, and the sale of our Solovis business in October 2025. See Note 4, “ Divestitures, ” for further discussion of this transaction. • A mortization expense of acquired i ntangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods. • Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transactions. ◦ For the three and six months ended June 30, 2026 , these costs included amounts associated with various strategic initiative costs. For the three and six months ended June 30, 2025 , these costs primarily included amounts associated with the transfer of open positions in our Nordic power futures business, Adenza integration costs and other strategic initiative costs. • Restructuring charges: See Note 19, “Restructuring Charges,” for further discussion of the restructuring program. • Legal and regulatory matters: For the three and six months ended June 30, 2026 and 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Condensed Consolidated Statements of Income. • Gain on extinguishment of debt: This g ain is recorded in general, administrative and other expense in the Condensed Consolidated Statements of Income. 26 Geog raphic Data The following tables present total gross revenues by geographic area for the three and six months ended June 30, 2026 and 2025. Revenues are classified based upon the location of the customer. Three Months Ended June 30, (in millions) 2026 2025 United States $ 1,905 $ 1,699 All other countries 627 402 Total $ 2,532 $ 2,101 Six Months Ended June 30, (in millions) 2026 2025 United States $ 3,437 $ 3,401 All other countries 1,233 795 Total $ 4,670 $ 4,196 No single customer accounted for 10.0% or more of our revenues for the three and six months ended June 30, 2026 and 2025. The following table presents property and equipment, net by geographic area as of June 30, 2026 and December 31, 2025 . Property and equipment information is based on the physical location of the assets. (in millions) June 30, 2026 December 31, 2025 United States $ 520 $ 500 All other countries 247 228 Total $ 767 $ 728 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 initiated the program upon the acquisition of Adenza and further expanded the program in the fourth quarter of 2024 following the achievement of our initial targets. We have incurred costs principally related to employee-related costs, contract terminations, asset impairments and other related costs and expect to incur additional costs in these areas in an effort to accelerate efficiencies through location strategy and enhanced AI capabilities. Actions taken as part of this program were completed as of December 31, 2025 , and all costs have been incurred as of June 30, 2026. Total costs incurred since the inception of the program were $ 139 million . We have achieved benefits primarily in the form of expense synergies with over $ 160 million net expense synergies actioned through June 30, 2026 . Costs related to this program are recorded as restructuring charges in the Condensed Consolidated Statements of Income. The following table presents a summary of the Adenza restructuring program charges for the three and six months ended June 30, 2026 and 2025 : Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Consulting services $ 6 $ 1 $ 10 $ 2 Employee-related costs 3 7 7 11 Other 5 1 7 2 Total restructuring charges $ 14 $ 9 $ 24 $ 15 27 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 leading technology platform that powers the world’s economies. We architect the infrastructure of the world’s most modern markets, power the innovation economy, and build trust in the financial system. We empower economic opportunity by designing and deploying the technology, data, and advanced analytics that enable our clients to capture opportunities, navigate risk, and strengthen resilience. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. Second Quarter 2026 Highlights and Recent Developments • Nasdaq welcomed seven of the 10 largest operating company IPOs on the U.S. exchanges, including SpaceX, the largest IPO in history with $86 billion in offering proceeds. Nasdaq set a quarterly record for total proceeds raised, with 26 operating company IPOs joining the U.S. listings franchise, raising over $1 05 billion in offering proceeds. Nasdaq achieved a 74% win rate across eligible U.S. operating companies, direct listings, and SPAC business combinations. • Our Index business generated net inflows of $109 billion over the last twelve months, including $ 51 billion in the second quarter. Our end-of-period and average ETP AUM reached new milestones, both exceeding $ 1.0 trillion for the first time ever . During the quarter, Nasdaq launched 34 new products, including 11 in the institutional annuity space and 17 international products. • Financial Technology delivered double-digit revenue growth in each subdivision for the second consecutive quarter. Financial Technology delivered 16% revenue growth and 16% ARR growth. During the second quarter of 2026, Nasdaq signed 58 new clients, 7 cross-sells, and 107 upsells. • Market Services delivered record quarterly net r evenues partially driven by record U.S. equity options volumes, supported by record industry volumes. Nasdaq’s Closing Cross achieved new records in notional value traded across both the June Triple Witch and Russell reconstitution. Macroeconomic environment Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the accelerated pace of technological change, 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 for the six months ended June 30, 2026 compared with the same period in 2025 led to an increase in our U.S. equities options and U.S. cash equities revenues. Market factors also contributed to higher valuations in Nasdaq Indices, higher overall volumes in Index derivatives and a strengthening IPO environment . To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. Nasdaq ’ s Operating Results The following tables summarize our financial performance for the three and six months ended June 30, 2026 compared to the same periods in 2025 . For a detailed discussion of our results of operations, see “Segment Operating Results” below. Three Months Ended June 30, Percentage Change 2026 2025 (in millions, except per share amounts) Revenues less transaction-based expenses $ 1,500 $ 1,306 14.9 % Operating expenses 788 738 6.9 % Operating income $ 712 $ 568 25.2 % Net income attributable to Nasdaq $ 507 $ 452 12.2 % Diluted earnings per share $ 0.89 $ 0.78 14.5 % Cash dividends declared per common share $ 0.31 $ 0.27 14.8 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions, except per share amounts) Revenues less transaction-based expenses $ 2,908 $ 2,543 14.4 % Operating expenses 1,539 1,428 7.8 % Operating income $ 1,369 $ 1,115 22.7 % Net income attributable to Nasdaq $ 1,026 $ 847 21.2 % Diluted earnings per share $ 1.80 $ 1.46 23.3 % Cash dividends declared per common share $ 0.58 $ 0.51 13.7 % 28 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): * In the chart above, Other 2Q25 includes $29 million. ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one- time in nature, or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. The ARR chart includes: ▪ Capital Access Platforms ◦ Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business. ◦ Index data subscriptions and guaranteed minimum on futures contracts within our Index business. ◦ Subscription contracts under our Workflow & Insights business. ▪ Financial Technology ◦ Subscription contracts excluding non-recurring professional services. ▪ Other, for 2Q25, includes ARR related to our Solovis business divested in October 2025. The following chart summarizes our quarterly annualized SaaS revenues for June 30, 2026 and 2025 (in millions): * In the chart above, Other 2Q25 includes $29 million. 29 SEGMENT OPERATING RESULTS The following tables present our revenues by segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Capital Access Platforms $ 621 $ 520 19.4 % Financial Technology 539 464 16.3 % Market Services 1,372 1,101 24.6 % Other revenues — 16 (100.0) % Total revenues $ 2,532 $ 2,101 20.6 % Transaction rebates (712) (640) 11.2 % Brokerage, clearance and exchange fees (320) (155) 106.6 % Total revenues less transaction-based expenses $ 1,500 $ 1,306 14.9 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Capital Access Platforms $ 1,186 $ 1,028 15.5 % Financial Technology 1,057 896 17.9 % Market Services 2,419 2,240 8.0 % Other revenues 8 32 (75.6) % Total revenues $ 4,670 $ 4,196 11.3 % Transaction rebates (1,436) (1,224) 17.2 % Brokerage, clearance and exchange fees (326) (429) (23.9) % Total revenues less transaction-based expenses $ 2,908 $ 2,543 14.4 % The following charts present our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues , less transaction-based expenses. 30 Capital Access Platforms The following tables present revenues and ARR from our Capital Access Platforms segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Data & Listing Services $ 217 $ 198 9.6 % Index 271 196 38.4 % Workflow & Insights 133 126 5.4 % Total Capital Access Platforms $ 621 $ 520 19.4 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Data & Listing Services $ 431 $ 391 10.5 % Index 491 388 26.5 % Workflow & Insights 264 249 6.0 % Total Capital Access Platforms $ 1,186 $ 1,028 15.5 % As of June 30, 2026 2025 ARR (in millions) $ 1,388 $ 1,286 Data & Listing Services Revenues The following tables present key drivers from our Data & Listing Services business: Three Months Ended June 30, 2026 2025 IPOs The Nasdaq Stock Market 68 79 Operating company 26 38 SPACs 42 41 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 11 6 Total new listings The Nasdaq Stock Market 188 194 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 15 6 Six Months Ended June 30, IPOs 2026 2025 The Nasdaq Stock Market 131 142 Operating company 41 83 SPACs 90 59 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 13 10 Total new listings The Nasdaq Stock Market 364 364 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 20 15 As of June 30, Number of listed companies 2026 2025 The Nasdaq Stock Market 4,659 4,238 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 1,109 1,148 ARR (in millions) $ 791 $ 726 In the tables above: • The number of total listed companies on The Nasdaq Stock Market as of June 30, 2026 and 2025 included 1,243 and 914 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 six months ended June 30, 2026 , compared with the same periods in 2025 , primarily due to new data sales to new and existing clients, pricing and usage, and increased revenue from annual and initial listing fees due to new listings , partially offset by the impact of prior year delistings and roll- off of prior period amortization of initial listing fees . The increase in the six months ended June 30, 2026 also included a favorable impact from changes in foreign currency rates. 31 Index Revenues The following table presents key drivers from our Index business: As of or Three Months Ended June 30, 2026 2025 Number of licensed ETPs 481 422 TTM change in period end ETP AUM tracking Nasdaq indices (in billions) Beginning balance $ 745 $ 569 Net inflows 109 88 Net appreciation 260 88 Ending balance $ 1,114 $ 745 Quarterly average ETP AUM tracking Nasdaq indices (in billions) $ 1,014 $ 663 ARR (in millions) $ 87 $ 80 In the table above, TTM represents trailing twelve months. Index revenues increased for the three and six months ended June 30, 2026 , compared with the same periods in 2025 , primarily due to higher average AUM in exchange traded products linked to Nasdaq indices, higher volume based revenues and a $6 million one-time revenue benefit, due to a contract modification, recognized in the second quarter of 2026. Workflow & Insights Revenues The following table presents key drivers from our Workflow & Insights business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR $ 510 $ 480 Quarterly annualized SaaS revenues 439 410 Workflow & Insights revenues increased for the three and six months ended June 30, 2026 , compared with the same periods in 2025 , primarily due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Data Link sales growth. Financial Technology The following tables present revenues from our Financial Technology segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Financial Crime Management Technology $ 98 $ 81 21.6 % Regulatory Technology 120 104 15.2 % Capital Markets Technology 321 279 15.1 % Total Financial Technology $ 539 $ 464 16.3 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Financial Crime Management Technology $ 191 $ 157 21.3 % Regulatory Technology 238 206 15.8 % Capital Markets Technology 628 533 17.8 % Total Financial Technology $ 1,057 $ 896 17.9 % Financial Crime Management Technology Revenues The following table presents key drivers for our Financial Crime Management Technology business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR and Quarterly annualized SaaS revenues $ 359 $ 308 Financial Crime Management Technology revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025 , primarily due to higher subscription revenues from new and existing clients and higher professional services fees. Regulatory Technology Revenues The following table presents key drivers for our Regulatory Technology business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR $ 428 $ 376 Quarterly annualized SaaS revenues 258 204 Regulatory Technology revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025 , primarily due to increased subscription revenues from our AxiomSL and Surveillance solutions primarily driven by price increases , revenue from new clients and the favorable impact from changes in foreign currency rates. 32 Capital Markets Technology Revenues The following table presents key drivers for our Capital Markets Technology business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR $ 1,083 $ 932 Quarterly annualized SaaS revenues 172 147 Capital Markets Technology revenues increased for the three and six months ended June 30, 2026 compared with the same periods in 2025 . The increase was primarily due to higher revenues from data center expansion, including a change in pricing structure, higher Calypso upfront license revenues and increased subscription revenues across all businesses, partially offset by lower professional services revenues. For the six months ended June 30, 2026 the increase was also driven by certain one-time fees. Market Services The following tables present revenues from our Market Services segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Market Services $ 1,372 $ 1,101 24.6 % Transaction-based expenses: Transaction rebates (712) (640) 11.2 % Brokerage, clearance and exchange fees (320) (155) 106.6 % Total Market Services, net $ 340 $ 306 11.2 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Market Services $ 2,419 $ 2,240 8.0 % Transaction-based expenses: Transaction rebates (1,436) (1,224) 17.2 % Brokerage, clearance and exchange fees (326) (429) (23.9) % Total Market Services, net $ 657 $ 587 12.0 % The following tables present net revenues by product from our Market Services segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Equity Derivative Trading $ 123 $ 114 8.2 % Cash Equity Trading 160 135 18.7 % U.S. Tape plans 33 37 (10.7) % Other 24 20 18.3 % Total Market Services, net $ 340 $ 306 11.2 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Equity Derivative Trading $ 243 $ 222 9.4 % Cash Equity Trading 298 255 16.8 % U.S. Tape plans 66 70 (5.0) % Other 50 40 24.5 % Total Market Services, net $ 657 $ 587 12.0 % In the tables above, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading. 33 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 June 30, Percentage Change 2026 2025 (in millions) U.S. Equity Derivative Trading Revenues $ 462 $ 426 8.5 % Section 31 fees 34 15 129.2 % Transaction-based expenses: Transaction rebates (338) (311) 8.6 % Section 31 fees (34) (15) 129.2 % Brokerage and clearance fees (1) (1) (11.1) % U.S. Equity Derivative Trading Revenues, net $ 123 $ 114 8.2 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Equity Derivative Trading Revenues $ 894 $ 834 7.2 % Section 31 fees 34 47 (26.5) % Transaction-based expenses: Transaction rebates (650) (610) 6.6 % Section 31 fees (34) (47) (26.5) % Brokerage and clearance fees (1) (2) (53.4) % U.S. Equity Derivative Trading Revenues, net $ 243 $ 222 9.4 % 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 increased for the three months ended June 30, 2026, compared with the same period in 2025, primarily due to a higher average SEC fee rate. The decrease in the six months ended June 30, 2026, compared with the same period in 2025, is primarily due to lower average SEC fee rates . Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues. Three Months Ended June 30, 2026 2025 U.S. equity options Total industry average daily volume (in millions) 66.5 52.5 Nasdaq PHLX matched market share 11.2% 9.6% The Nasdaq Options Market matched market share 2.6% 4.3% Nasdaq Texas Options matched market share 1.3% 1.7% Nasdaq ISE Options matched market share 6.6% 6.6% Nasdaq GEMX Options matched market share 3.4% 4.4% Nasdaq MRX Options matched market share 4.0% 2.8% Total matched market share executed on Nasdaq’s exchanges 29.1% 29.4% Six Months Ended June 30, U.S. equity options 2026 2025 Total industry average daily volume (in millions) 64.6 53.0 Nasdaq PHLX matched market share 11.8% 9.4% The Nasdaq Options Market matched market share 2.6% 4.7% Nasdaq Texas Options matched market share 1.3% 1.7% Nasdaq ISE Options matched market share 6.4% 6.7% Nasdaq GEMX Options matched market share 3.4% 4.0% Nasdaq MRX Options matched market share 4.1% 2.8% Total matched market share executed on Nasdaq’s exchanges 29.6% 29.3% U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and six months ended June 30, 2026, compared with the same periods in 2025 , primarily due to higher industry trading volume s, partially offset by lower capture. The increase for the six months ended June 30, 2026 was also driven by h igher overall U.S. matched market share executed on Nasdaq’s exchanges Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and six months ended June 30, 2026 , compared with the same periods in 2025 , primarily due to higher industry trading volumes executed on Nasdaq’s exchanges, partially offset by lower rebate capture rate. 34 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 June 30, Percentage Change 2026 2025 (in millions) Cash Equity Trading Revenues $ 531 $ 463 14.8 % Section 31 fees 280 133 110.4 % Transaction-based expenses: Transaction rebates (366) (322) 13.8 % Section 31 fees (280) (133) 110.4 % Brokerage and clearance fees (5) (6) (2.5) % Cash equity trading revenues, net $ 160 $ 135 18.7 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Cash Equity Trading Revenues $ 1,079 $ 870 24.0 % Section 31 fees 280 367 (23.7%) Transaction-based expenses: Transaction rebates (770) (602) 28.0% Section 31 fees (280) (367) (23.7%) Brokerage and clearance fees (11) (13) (12.2%) Cash equity trading revenues, net $ 298 $ 255 16.8 % See the discussion above for an explanation of Section 31 fees for the three and six months ended June 30, 2026 compared with the same periods in 2025 . Three Months Ended June 30, 2026 2025 Total U.S.-listed securities Total industry average daily share volume (in billions) 20.2 18.4 Matched share volume (in billions) 184.5 158.4 The Nasdaq Stock Market matched market share 14.3% 13.5% Nasdaq Texas matched market share 0.3% 0.3% Nasdaq PSX matched market share 0.1% 0.1% Total matched market share executed on Nasdaq’s exchanges 14.7% 13.9% Market share reported to the FINRA/ Nasdaq Trade Reporting Facility 46.4% 47.7% Total market share 61.1% 61.6% Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades executed on Nasdaq’s exchanges 747,410 804,121 Total average daily value of shares traded (in billions) $ 6.2 $ 5.7 Total market share executed on Nasdaq’s exchanges 74.5% 71.9% Six Months Ended June 30, Total U.S.-listed securities 2026 2025 Total industry average daily share volume (in billions) 20.1 17.1 Matched share volume (in billions) 368.2 295.5 The Nasdaq Stock Market matched market share 14.5% 13.8% Nasdaq Texas matched market share 0.3% 0.3% Nasdaq PSX matched market share 0.1% 0.1% Total matched market share executed on Nasdaq’s exchanges 14.9% 14.2% Market share reported to the FINRA/ Nasdaq Trade Reporting Facility 46.0% 47.9% Total market share 60.9% 62.1% Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades executed on Nasdaq’s exchanges 773,062 796,426 Total average daily value of shares traded (in billions) $ 6.5 $ 5.5 Total market share executed on Nasdaq’s exchanges 74.4% 71.2% Ca sh equity trading revenues and cash equity trading revenues, net increased for the three and six months ended June 30, 2026, compared with the same periods in 2025 , primarily due to higher U.S. industry trading volumes, higher U.S. and European matched market share executed on Nasdaq's exchanges, and hig her European trading volumes. For the six months ended June 30, 2026, higher capture also contributed to the increase in cash equity trading revenues as compared to the prior period. 35 Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and six months ended June 30, 2026, compared with the same periods in 2025 , primarily due to higher industry trading volumes and higher U.S. matched market share executed on Nasdaq’s exchanges. The increase for the six months ended June 30, 2026 is also driven by a higher rebate capture rate . 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 Texas, 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 June 30, Percentage Change 2026 2025 (in millions) U.S. Tape plans $ 33 $ 37 (10.7) % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Tape plans $ 66 $ 70 (5.0) % U.S. Tape plans revenues decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025 , primarily due to lower audit revenues as compared to the three and six months ended June 30, 2025, which included an industry-wide adjustment. Other Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues from our Other business: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Other $ 24 $ 20 18.3 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Other $ 50 $ 40 24.5 % In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million for both the three months ended June 30, 2026 and 2025 , and $16 million and $13 million for the six months ended June 30, 2026 and 2025 , respectively. Other revenues increased for the three and six months ended June 30, 2026 , compared with the same periods in 2025 , primarily due to an increase in Nordic fixed income revenues. The increase for the six months ended June 30, 2026, compared with the same period in 2025, was also due to an increase in Nordic equity derivatives revenues and Canadian cash equity revenues . Other Revenues For the six months ended June 30, 2026 , Other revenues related to our Nordic power futures business. For the three and six months ended June 30, 2025, Other revenues also included our Solovis business . See Note 4, “ Divestitures, ” to the condensed consolidated financial statements for further discussion. 36 EXPENSES Operating Expenses The following tables present our operating expenses: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Compensation and benefits $ 383 $ 352 8.8 % Professional and contract services 42 39 10.5 % Technology and communication infrastructure 88 79 11.6 % Occupancy 35 30 20.1 % General, administrative and other 23 23 (1.9) % Marketing and advertising 24 14 69.4 % Depreciation and amortization 165 158 5.0 % Regulatory 9 14 (35.4) % Merger and strategic initiatives 5 20 (76.5) % Restructuring charges 14 9 48.0 % Total operating expenses $ 788 $ 738 6.9 % Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Compensation and benefits $ 739 $ 681 8.6% Professional and contract services 82 75 9.5% Technology and communication infrastructure 171 156 9.8% Occupancy 68 58 18.0% General, administrative and other 52 29 79.7% Marketing and advertising 44 28 55.5% Depreciation and amortization 331 313 5.5% Regulatory 19 29 (35.5)% Merger and strategic initiatives 9 44 (80.9)% Restructuring charges 24 15 68.6% Total operating expenses $ 1,539 $ 1,428 7.8%