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10-Q – 2026-07-23 – ndaq-20260630.htm

The increase in compensation and benefits expense for the
three and six months ended June 30, 2026 , compared with the
same periods in 2025 , was primarily driven by increased
headcount and higher incentive compensation driven by our
performance .
Headcount , including employees of non-wholly owned
consolidated subsidiaries, increased to 9,630 employees as of
June 30, 2026 from 9,492 employees as of June 30, 2025 , as
we support revenue growth and innovation.
Professional and contract services expense increased for the
three and six months ended June 30, 2026 , compared with the
same periods in 2025 , primarily due to higher legal fee
accruals.
Technology and communication infrastructure expense
increased for the three and six months ended June 30, 2026 ,
compared with the same periods in 2025 , primarily due to
increased investment in technology, particularly our cloud
initiatives and software licensing.
Occupancy expense increased for the three and six months
ended June 30, 2026 , compared with the same periods in
2025 , primarily due to colocation data center expansion.
General, administrative and other expense remained
relatively flat for the three months ended June 30, 2026,
compared with the same period in 2025 . The increase for the
six months ended June 30, 2026 compared with the same
period in 2025 was primarily due to a gain on extinguishment
of debt recorded in the first quarter of 2025 .
Marketing and advertising expense increased for the three
and six months ended June 30, 2026 , compared with the
same periods in 2025 , primarily due to a strengthening IPO
environment.
Depreciation and amortization expense increased for the
three and six months ended June 30, 2026 , compared with the
same periods in 2025 , due to increased depreciation of
capitalized software projects.
Regulatory expense decreased for the three and six months
ended June 30, 2026 , compared with the same periods in
2025 , primarily due to lower CAT operating costs.
W e have pursued various strategic initiatives and completed
acquisitions and divestitures i n recent years, which have
resulted in expenses which would not have otherwise been
incurred. These expenses generally include integration costs,
as well as legal, due diligence and other third-party
transaction costs and vary based on the size and frequency of
the activities described above. For the three and 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 increased for the three and six months
of June 30, 2026, compared with the same periods in 2025 ,
primarily due to the higher consulting and other services,
partially offset by lower employee-related costs in relation to
our Adenza restructuring program. See Note 19,
“Restructuring Charges,” to the condensed consolidated
financial statements for further discussion.

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

Three Months Ended June 30,

Percentage
Change

2026

2025

(in millions)

Interest income

$ 8

$ 12

(37.7) %

Interest expense

(86)

(95)

(9.4) %

Net interest expense

(78)

(83)

(5.2) %

Net gain on
divestitures

—

(100.0) %

Other income (losses)

(2)

(174.6) %

Net income from
unconsolidated
investees

(6.1) %

Total non-operating
expense

$ (59)

$ (20)

191.6 %

Six Months Ended June 30,

Percentage
Change

2026

2025

(in millions)

Interest income

$ 13

$ 24

(42.8) %

Interest expense

(172)

(192)

(9.7) %

Net interest expense

(159)

(168)

(5.1) %

Net gain on
divestitures

127.7 %

Other income (losses)

(15)

—

N/M

Net income from
unconsolidated
investees

(4.5) %

Total non-operating
expense

$ (38)

$ (79)

(51.5) %

________
N/M Not meaningful
The following tables present our interest expense:

Three Months Ended June 30,

Percentage
Change

2026

2025

(in millions)

Interest expense on debt

$ 83

$ 92

(9.5) %

Accretion of debt
issuance costs and debt
discount

(6.1) %

Other fees

(2.7) %

Interest expense

$ 86

$ 95

(9.4) %

Six Months Ended June 30,

Percentage
Change

2026

2025

(in millions)

Interest expense on debt

$ 166

$ 185

(9.7) %

Accretion of debt
issuance costs and debt
discount

(10.0) %

Other fees

(6.8) %

Interest expense

$ 172

$ 192

(9.7) %

Interest income decreased for the three and six months ended
June 30, 2026 , compared with the same periods in 2025,
primarily due to a lower average cash balance.
Interest expense decreased for the three and six months ended
June 30, 2026 , compared with the same periods in 2025,
primarily due to lower outstanding debt following the
repayment of our 2025 Notes and the partial repurchases of
several series of outstanding senior unsecured notes in 2025.
Net gains on divestitures for the six months ended June 30,
2026 primarily relates to the divestiture of our Nordic power
f utures business, net of costs to sell. Net gains on divestitures
for the three and six months ended June 30, 2025 relates to
the divestitures of our Nordic power futures business and our
Nasdaq Risk Modelling for Catastrophes business, net of
costs to sell. See Note 4, “Divestitures,” to the condensed
consolidated financial statements for further discussion of
these transactions.
Other income (losses) primarily represents realized and
unrealized gains and losses from strategic investments related
to our corporate venture program. For the three and six
months ended June 30, 2026 , this also includes the
impairment of intangible a ssets related to customer
re lationships and licenses associated with the wind-down of
our Nordic power futures business. See “Acquired Intangible
Assets,” of Note 5, “Goodwill and Acquired Intangible
Assets,” and “Equity Securities,” of Note 6, “Investments,” to
the condensed consolidated financial statements for further
discussion of these transactions.
Net income from unconsolidated investees primarily relates
to income recognized from our equity method investment in
OCC. See “Equity Method Investments,” of Note 6,
“Investments,” to the condensed consolidated financial
statements for further discussion.

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

Three Months Ended June 30,

Percentage
Change

2026

2025

($ in millions)

Income tax provision

$ 146

$ 96

51.6 %

Effective tax rate

22.4 %

17.5 %

Six Months Ended June 30,

Percentage
Change

2026

2025

(in millions)

Income tax provision

$ 305

$ 190

60.4 %

Effective tax rate

22.9 %

18.3 %

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

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

Three Months Ended June 30,

2026

2025

(in millions, except per share
amounts)

U.S. GAAP net income

$ 507

$ 452

Non-GAAP adjustments:

Amortization expense of acquired
intangible assets

121

122

Merger and strategic initiatives
expense

Restructuring charges

Net gain on divestitures

—

(39)

Net income from unconsolidated
investees

(21)

(23)

Legal and regulatory matters

Other loss

Total non-GAAP adjustments

$ 131

$ 91

Non-GAAP tax adjustments

(33)

(24)

Other tax adjustments

—

(27)

Total non-GAAP adjustments,
net of tax

$ 98

$ 40

Non-GAAP net income

$ 605

$ 492

U.S. GAAP effective tax rate

22.4 %

17.5 %

Total adjustments from non-
GAAP tax rate

0.4 %

5.5 %

Non-GAAP effective tax rate

22.8 %

23.0 %

Weighted-average common shares
outstanding for diluted earnings
per share

567.8

579.0

U.S. GAAP diluted earnings per
share

$ 0.89

$ 0.78

Total adjustments from non-
GAAP net income

0.18

0.07

Non-GAAP diluted earnings per
share

$ 1.07

$ 0.85

Six Months Ended June 30,

2026

2025

(in millions, except per share
amounts)

U.S. GAAP net income

$ 1,026

$ 847

Non-GAAP adjustments:

Amortization expense of acquired
intangible assets

243

Merger and strategic initiatives
expense

Restructuring charges

Gain on extinguishment of debt

—

(19)

Net gain on divestitures

(89)

(39)

Net income from unconsolidated
investees

(47)

(50)

Legal and regulatory matters

Other loss

Total non-GAAP adjustments

$ 172

$ 199

Non-GAAP tax adjustments

(44)

(52)

Other tax adjustments

—

(45)

Total non-GAAP adjustments,
net of tax

$ 128

$ 102

Non-GAAP net income

$ 1,154

$ 949

U.S. GAAP effective tax rate

22.9 %

18.3 %

Total adjustments from non-
GAAP tax rate

0.3 %

4.9 %

Non-GAAP effective tax rate

23.2 %

Weighted-average common shares
outstanding for diluted earnings
per share

569.7

579.5

U.S. GAAP diluted earnings per
share

$ 1.80

$ 1.46

Total adjustments from non-
GAAP net income

0.23

0.18

Non-GAAP diluted earnings per
share

$ 2.03

$ 1.64

We believe that excluding the above items, described further
below, from the non-GAAP net income provides a more
meaningful analysis of Nasdaq’s ongoing operating
performance and comparisons in Nasdaq’s performance
between periods:
• Amortization expense of acquired intangible assets: We
amortize intangible assets acquired in connection with
various acquisitions. Intangible asset amortization expense
can vary from period to period due to episodic acquisitions
completed, rather than from our ongoing business
operations. As such, if intangible asset amortization is
included in performance measures, it is more difficult to
assess the day-to-day operating performance of the
businesses and the relative operating performance of the
businesses between period s.
• Merger and strategic initiatives expense: We have pursued
various strategic initiatives and completed acquisitions and
divestitures in recent years that have resulted in expenses
which would not have otherwise been incurred. The
frequency and the amount of such expenses vary
significantly based on the size, timing and complexity of
the transactions. These expenses primarily include
integration costs, as well as legal, due diligence and other
third-party transaction costs. 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,” to the condensed consolidated financial
statements for further discussion of this program.
• Gain on extinguishment of debt: This gain is recorded in
general, administrative and other expense in the Condensed
Consolidated Statements of Income.
• Net gain on divestitures: For the six months ended June 30,
2026 , this primarily includes the recognition of an
incremental gain on the sale of our Nordic power futures
business, net of costs to sell. For the three and six months
ended June 30, 2025, this includes gains on divestitures of
our Nordic power futures business and our Nasdaq Risk
Modelling for Catastrophes business, net of costs to sell.
See Note 4, “Divestitures,” to the condensed consolidated
financial statements for further discussion of these
transactions .
• Net income from unconsolidated investees : We exclude our
share of the earnings and losses of our equity method
investments. This provides a more meaningful analysis of
Nasdaq’s ongoing operating performance or comparisons
in Nasdaq’s performance between periods. See “Equity
Method Investments,” of Note 6, “Investments,” to the
condensed consolidated financial statements for further
discussion.
• 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 i n the Condensed
Consolidated Statements of Income.
• Other loss: For the three and six months ended June 30,
2026 and 2025, other items primarily include net gains and
losses from strategic investments entered into through our
corporate venture program. For the three and six months
ended June 30, 2026 , this also includes intangible assets
impairments of customer relationships and licenses relating
to the wind-down of our Nordic power futures business.
The net effect of these items is included in other income
(losses) in our Condensed Consolidated Statements of
Income. See “Acquired Intangible Assets,” of Note 5,
“Goodwill and Acquired Intangible Assets,” and “Equity

Securities,” of Note 6, “Investments,” to the condensed
consolidated financial statements for further discussion of
these transactions.
• Non-GAAP tax adjustments: The non-GAAP adjustment to
the income tax provision for all periods primarily includes
the tax impact of each non-GAAP adjustment.
• Other tax adjustments: For the three and six months ended
June 30, 2025, other tax adjustments reflect a tax benefit
related to payments made to certain former Adenza
employees. For the six months ended June 30, 2025, this
also reflects the release of the prior years' reserves
following a favorable audit settlement.

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

June 30, 2026

December 31, 2025

(in millions)

Working capital

$ 28

$ 42

Cash and cash equivalents

520

604

Financial investments

198

Working Capital
The decrease in working capital from December 31, 2025 to
June 30, 2026 , excluding default funds and margin deposits,
as the corresponding assets and liabilities are both equal and
offsetting, is primarily due to an increase in current liabilities
partially offset by an increase in current assets.
Increased current liabilities were primarily due to:
• increased Section 31 fees payable due to an increase in the
Section 31 fee rat e and timing of payment, and
• higher deferred revenue due to timing of billings, primarily
relating to our annual listing fees; partially offset by
• a decrease in short-term debt, see “Debt obligations” below
for further discussion,
• a decrease in accrued personnel costs,
• a decrease in other current liabilities, and
• a decrease in accounts payable and accrued expenses.
Increased current assets were primarily due to:
• higher receivables, net primarily due to an increase in
Section 31 fee rate and due to timing of billings, and
• an increase in financial investments at fair value, partially
offset by
• lower restricted cash primarily due to the movement of
regulatory capital to l onger-term investments classified as
financial investments,
• lower other current assets, and
• lower cash and cash equivalents.
Cash and Cash Equivalents
Cash and cash equivalents includes all non-restricted cash in
banks and highly liquid investments with original maturities
of 90 days or less at the time of purchase. The balance
retained in cash and cash equivalents is a function of
anticipated or possible short-term cash needs, prevailing
interest rates, our investment policy, and alternative
investment choices. As of June 30, 2026 and December 31,
2025 , our cash and cash equivalents of $520 million and
$604 million , respectively, were primarily invested in money
market funds and bank deposits.
Repatriation of Cash
Our cash and cash equivalents held outside of the U.S. in
various foreign subsidiaries totaled $199 million as of June
30, 2026 and $280 million as of December 31, 2025 . The
remaining balance held in the U.S. totaled $321 million as of
June 30, 2026 and $324 million as of December 31, 2025 .

Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents, which was $ 26 million
as of June 30, 2026 and $ 210 million as of December 31,
2025 , is restricted from withdrawal due to a contractual or
regulatory requirement or not available for general use and as
such is classified as restricted in the Condensed Consolidated
Balance Sheets. The decrease in this balance as of June 30,
2026 is primarily due to more regulatory capital being
invested in longer term investments, which are classified as
financial investments in the Condensed Consolidated Balance
Sheets as of June 30, 2026 . Capital held for regulatory
purposes is invested based on prevailing market rates and our
investment strategy and may be held in 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.
Cash Flow Analysis
The following table summarizes the changes in cash flows:

Six Months Ended June 30,

2026

2025

Net cash provided by (used in):

(in millions)

Operating activities

$ 1,400

$ 1,409

Investing activities

301

(317)

Financing activities

(4,767)

(2,545)

Net Cash Provided by Operating Activities
Net cash provided by operating activities primarily consists
of net income adjusted for certain non-cash items, including,
but not limited to, depreciation and amortization expense,
expense associated with share-based compensation, net
income from unconsolidated investees, net gain on
divestitures and the effects of changes in working capital.
Refer to the above discussion regarding changes in working
capital.
Net cash provided by operating activities decreased $9
million for the six months ended June 30, 2026 compared
with the same period in 2025 . The decrease was primarily
driven by changes in working capital, as discussed above and
an increase in net gain on divestitures, partially offset by
higher net income and an increase in other adjustments to net
income .
Net Cash Provided by (Used in) Investing Activities
Net cash provided by (used in) investing activities increased
for the six months ended June 30, 2026 compared with the
same period in 2025 . This was primarily driven by higher
proceeds from net sales and redemption of investments
related to default funds and margin deposits of $915 million ,
which does not impact Nasdaq's cash, cash equivalents,
restricted cash or restricted cash equivalents as it relates to
customer funds. The increase is also driven by higher
proceeds from divestitures, net of cash divested of $37
million , partially offset by an increase in purchases of
securities of $299 million, primarily due to more regulatory
capital being invested in longer-term investments and
purchases of property and equipment of $29 million .
Net Cash Used in Financing Activities
Net cash used in financing activities increased for the six
months ended June 30, 2026 compared with the same period
in 2025 primarily driven by higher outflows of cash from the
default funds and margin deposits of $1,997 million , which
does not impact Nasdaq's cash, cash equivalents, restricted
cash or restricted cash equivalents as it relates to customer
funds, increases in repurchases of common stock of $688
million and an increase in dividends paid of $34 million .
These increases were partially offset by issuance of
commercial paper, net of $269 million and a decrease in
repayment of debt of $226 million .
See Note 8, “Debt Obligations,” to the condensed
consolidated financial statements for further discussion of our
debt obligations.
See “Default Fund Contributions and Margin Deposits” of
Note 14, “Clearing Operations,” for further discussion of
these balances.
See “Share Repurchase Program,” and “Cash Dividends on
Common Stock,” of Note 11, “Nasdaq Stockholders’
Equity,” to the condensed consolidated financial statements
for further discussion of our share repurchase program and
cash dividends declared and paid on our common stock.
Financial Investments
Our financial investments totaled $198 million as of June 30,
2026 and $28 million as of December 31, 2025 . Of these
securities, $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. See Restricted Cash and Cash
Equivalents above and Note 6, “Investments,” to the
condensed consolidated financial statements for further
discussion.
Regulatory Capital Requirements
Clearing Operations Regulatory Capital Requirements
We are required to maintain minimum levels of regulatory
capital for the clearing operations of Nasdaq Clearing. The
level of regulatory capital required to be maintained is
dependent upon many factors, including market conditions
and creditworthiness of the counterparty. As of June 30,
2026 , our required regulatory capital of $131 million was
primarily comprised of European government debt securities
that are included in financial investments in the Condensed
Consolidated Balance Sheets.
Broker-Dealer Net Capital Requirements
Our broker-dealer subsidiaries, Nasdaq Execution Services,
NFSTX, LLC, and Nasdaq Capital Markets Advisory, are
subject to regulatory requirements intended to ensure their
general financial soundness and liquidity. These requirements
obligate these subsidiaries to comply with minimum net
capital requirements. As of June 30, 2026 , the combined

required minimum net capital totaled $1 million and the
combined excess capital totaled $18 million , substantially all
of which is held in cash and cash equivalents in the
Condensed Consolidated Balance Sheets. The required
minimum net capital is included in restricted cash and cash
equivalents in the Condensed Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital
Requirements
The entities that operate trading venues in the Nordic and
Baltic countries are each subject to local regulations and are
required to maintain regulatory capital intended to ensure
their general financial soundness and liquidity. As of June 30,
2026 , our required regulatory capital of $41 million was
primarily invested in European government debt securities
that are included in financial investments in the Condensed
Consolidated Balance Sheets and cash and cash equivalents,
which is included in restricted cash and cash equivalents in
the Condensed Consolidated Balance Sheets.
Other Capital Requirements
We operate several other businesses which are subject to
local regulation and are required to maintain certain levels of
regulatory capital. As of June 30, 2026 , other required
regulatory capital of $13 million, primarily related to Nasdaq
Central Securities Depository, was primarily invested in
European government debt securities that are included in
financial investments in the Condensed Consolidated Balance
Sheets and cash and cash equivalents, which is included in
restricted cash and cash equivalents in the Condensed
Consolidated Balance Sheets.
Equity and dividends
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq
Stockholders’ Equity,” to the condensed consolidated
financial statements for further discussion of our share
repurchase program, including our ASR agreements.
Cash Dividends on Common Stock
The following table presents our quarterly cash dividends
paid per common share on our outstanding common stock:

2026

2025

First quarter

$ 0.27

$ 0.24

Second quarter

0.31

0.27

Total

$ 0.58

$ 0.51

See “Cash Dividends on Common Stock,” of Note 11,
“Nasdaq Stockholders’ Equity,” to the condensed
consolidated financial statements for further discussion of the
dividends.
Debt Obligations
Our outstanding debt obligations, by contractual maturity, at June 30, 2026 are as follows (in U.S. Dollar millions):
n U.S. Notes n Euro Notes

As of and for the six months ended June 30, 2026 , the
weighted average interest rate on our debt obligations was
approximately 3.7% . This rate can fluctuate based on changes
in foreign currency exchange rates and changes in the amount
and duration of outstanding debt. See “Foreign Currency
Exchange Rate Risk” below for further discussion on
hedging associated with our Euro Notes. 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 . In addition to the 2026 Revolving Credit
Facility, we also have other credit facilities primarily to
support our Nasdaq Clearing operations in Europe, as well as
to provide a cash pool credit line.
As of June 30, 2026 , we were in compliance with the
covenants of all of our debt obligations.
See Note 8, “Debt Obligations,” to the condensed
consolidated financial statements for further discussion of our
debt obligations.

Contractual Obligations and Contingent Commitments
Nasdaq had no significant changes to our contractual
obligations and contingent commitments from those
disclosed in “Part I. Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations”
in our Annual Report on Form 10-K that was filed with the
SEC on February 12, 2026.

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

Item 3. Quantitative And Qualitative Disclosures About
Market Risk
As a result of our operating, investing and financing
activities, we are exposed to market risks such as interest rate
risk and foreign currency exchange rate risk. We are also
exposed to credit risk as a result of our normal business
activities.
We have implemented policies and procedures to measure,
manage, monitor and report risk exposures, which are
reviewed regularly by management and the board of
directors. We identify risk exposures and monitor and
manage such risks on a daily basis.
We perform sensitivity analyses to determine the effects of
market risk exposures. We may use derivative instruments
solely to hedge financial risks related to our financial
positions or risks that are incurred during the normal course
of business. We do not use derivative instruments for
speculative purposes.
Interest Rate Risk
We are subject to the risk of fluctuating interest rates in the
normal course of business. Our exposure to market risk for
changes in interest rates relates primarily to our financial
investments and debt obligations, which are discussed below.
We may enter into transactions that expose us to interest rate
risk, for which we may utilize interest rate derivatives
agreements to manage that risk.
Financial Investments
As of June 30, 2026 , our investment portfolio was primarily
comprised of highly rated European government debt
securities, which pay a fixed rate of interest. These securities
are subject to interest rate risk and the fair value of these
securities will decrease if market interest rates increase. The
impact of an immediate increase to market interest rates,
uniformly, by a hypothetical 100 basis points from levels as
of June 30, 2026 , would not have a material impact on our
financial statements.
Debt Obligations
As of June 30, 2026 , the majority of our outstanding debt
obligations are fixed-rate obligations. Interest rates on certain
tranches of notes are subject to adjustment to the extent our
debt rating is downgraded below investment grade, as further
discussed in Note 8, “Debt Obligations,” to the condensed
consolidated financial statements. While changes in interest
rates will have no impact on the interest we pay on fixed-rate
obligations, we are exposed to changes in interest rates as a
result of the borrowings under our 2026 Revolving Credit
Facility, as this facility has a variable interest rate. We may
also be exposed to changes in interest rates if there are
amounts outstanding from the sale of commercial paper
under our commercial paper program, which have variable
interest rates. As of June 30, 2026 , we have $269 million
outstanding under our commercial paper program . A
hypothetical 100 basis points increase in interest rates on our
outstanding commercial paper would not have a material
impact on our financial statements.
Foreign Currency Exchange Rate Risk
We are subject to foreign currency exchange rate risk. Our
primary transactional exposure to foreign currency
denominated revenues less transaction-based expenses and
operating income for the three and six months ended June 30,
2026 is presented in the following tables. The tables below
do not include the offsetting impact of our hedging programs.

Euro

Swedish
Krona

Canadian
Dollar

Other
Foreign
Currencies

U.S.
Dollar

(in millions, except currency rate)

Three Months Ended June 30, 2026

Average FX
rate to the
U.S. dollar

1.162

0.107

0.722

N/A

Percentage of
revenues less
transaction-
based
expenses

8.3%

3.3%

0.7%

3.1%

84.6%

Percentage of
operating
income

12.3%

(2.4)%

(5.4)%

(7.8)%

103.3%

Impact of a
10% adverse
currency
fluctuation on
revenues less
transaction-
based
expenses

$(12)

$(5)

$(1)

$(5)

$—

Impact of a
10% adverse
currency
fluctuation on
operating
income

$(9)

$(2)

$(4)

$(6)

$—

Euro

Swedish
Krona

Canadian
Dollar

Other
Foreign
Currencies

U.S.
Dollar

(in millions, except currency rate)

Six Months Ended June 30, 2026

Average FX
rate to the
U.S. dollar

1.167

0.108

0.726

N/A

Percentage of
revenues less
transaction-
based
expenses

7.7%

3.5%

0.7%

3.5%

84.6%

Percentage of
operating
income

10.9%

(2.0)%

(5.5)%

(7.1)%

103.7%

Impact of a
10% adverse
currency
fluctuation on
revenues less
transaction-
based
expenses

$(22)

$(10)

$(2)

$(10)

$—

Impact of a
10% adverse
currency
fluctuation on
operating
income

$(15)

$(3)

$(8)

$(10)

$—

__________
# Represents multiple foreign currency rates.
N/A Not applicable.
The adverse impacts shown in the preceding tables should be
viewed individually by currency and not in aggregate, due to
the correlation between changes in exchange rates for certain
currencies.
We may use foreign exchange contracts to hedge a portion of
our forecasted foreign currency denominated revenues and
expenses in the normal course of business. We hedge these
cash flow exposures to reduce the risk that our earnings and
cash flows will be adversely affected by changes in exchange
rates. These foreign exchange contracts are carried at fair
value, with maturities that can range up to 18 months. We
record changes in fair value of these cash flow hedges of
foreign currency denominated revenue and expenses in
accumulated other comprehensive loss in the Condensed
Consolidated Balance Sheets, until the forecasted transaction
occurs. When the forecasted transaction affects earnings, or
in the event the underlying forecasted transaction does not
occur, or it becomes probable that it will not occur, we
reclassify the related gain or loss on the cash flow hedge to
revenue or operating expenses, as applicable. As of June 30,
2026 , the fair value of our derivatives designated as cash
flow hedging instruments are not material.
Our investments in foreign subsidiaries are exposed to
volatility in currency exchange rates through translation of
the foreign subsidiaries’ net assets or equity to U.S. dollars.
Substantially all of our foreign subsidiaries operate in
functional currencies other than the U.S. dollar. The financial
statements of these subsidiaries are translated into U.S.
dollars for consolidated reporting using a current rate of
exchange, with net gains or losses recorded in accumulated
other comprehensive loss in the Condensed Consolidated
Balance Sheets.
Our primary exposure to net assets in foreign currencies as of
June 30, 2026 is presented in the following table:

Net Assets

Impact of a 10%
Adverse Currency
Fluctuation

(in millions)

Swedish Krona

$ 3,146

$ (315)

Canadian Dollar

146

(15)

Norwegian Krone

102

(10)

Australian Dollar

(9)

British Pound

(8)

In the table above, Swedish Krona i ncludes goodwill of
$2,362 million and intangible assets, net of $477 million .
Our Euro Notes have been designated as a hedge of our net
investment in certain foreign subsidiaries to mitigate the
foreign exchange risk associated with certain investments in
these subsidiaries. Accordingly, the remeasurement of these
notes is recorded in accumulated other comprehensive loss in
the Condensed Consolidated Balance Sheets. See Note 8,
“Debt Obligations,” to the condensed consolidated financial
statements for further discussion. We enter into foreign
exchange contracts to hedge a portion of our net investment
in certain foreign subsidiaries. These foreign exchange
contracts are carried at fair value, with remaining maturities
ranging up to eight years, and reported as either an asset or

liability depending on their position as of the balance sheet
date, and accumulated other comprehensive loss in the
Condensed Consolidated Balance Sheets. The accumulated
gains and losses associated with these instruments will
remain in accumulated other comprehensive loss until the
foreign subsidiaries are sold or substantially liquidated, at
which point they will be reclassified into earnings.
Credit Risk
Credit risk is the potential loss due to the default or
deterioration in credit quality of customers or counterparties.
We are exposed to credit risk from third parties, including
customers, counterparties and clearing agents. These parties
may default on their obligations to us due to bankruptcy, lack
of liquidity, operational failure or other reasons. We limit our
exposure to credit risk by evaluating the counterparties with
which we make investments and execute agreements. For our
investment portfolio, our objective is to invest in securities to
preserve principal while maximizing yields, without
significantly increasing risk. Credit risk associated with
investments is minimized substantially by ensuring that these
financial assets are placed with governments which have
investment grade ratings, well-capitalized financial
institutions and other creditworthy counterparties.
Our subsidiary, Nasdaq Execution Services, may be exposed
to credit risk due to the default of trading counterparties in
connection with the routing services it provides for our
trading customers. System trades in cash equities routed to
other market centers for members of our cash equity
exchanges are routed by Nasdaq Execution Services for
clearing to the NSCC. In this function, Nasdaq Execution
Services is to be neutral by the end of the trading day, but
may be exposed to intraday risk if a trade extends beyond the
trading day and into the next day, thereby leaving Nasdaq
Execution Services susceptible to counterparty risk in the
period between accepting the trade and routing it to the
clearinghouse. In this interim period, Nasdaq Execution
Services is not novating like a clearing broker but instead is
subject to the short-term risk of counterparty failure before
the clearinghouse enters the transaction. Once the
clearinghouse officially accepts the trade for novation,
Nasdaq Execution Services is legally removed from trade
execution risk. However, Nasdaq has membership
obligations to NSCC independent of Nasdaq Execution
Services’ arrangements.
Pursuant to the rules of the NSCC and Nasdaq Execution
Services’ clearing agreement, Nasdaq Execution Services is
liable for any losses incurred due to a counterparty or a
clearing agent’s failure to satisfy its contractual obligations,
either by making payment or delivering securities. Adverse
movements in the prices of securities that are subject to these
transactions can increase our credit risk. However, we believe
that the risk of material loss is limited, as Nasdaq Execution
Services’ customers are not permitted to trade on margin and
NSCC rules limit counterparty risk on self-cleared
transactions by establishing credit limits and capital deposit
requirements for all brokers that clear with NSCC.
Historically, Nasdaq Execution Services has never incurred a
liability due to a customer’s failure to satisfy its contractual
obligations as counterparty to a system trade. Credit
difficulties or insolvency, or the perceived possibility of
credit difficulties or insolvency, of one or more larger or
visible market participants could also result in market-wide
credit difficulties or other market disruptions.
We have credit risk related to transaction and subscription-
based revenues that are billed to customers on a monthly or
quarterly basis, in arrears. Our potential exposure to credit
losses on these transactions is represented by the receivable
balances in the Condensed Consolidated Balance Sheets. We
review and evaluate changes in the status of our
counterparties’ creditworthiness. Credit losses such as those
described above could adversely affect our consolidated
financial position and results of operations.
We also are exposed to credit risk through our clearing
operations with Nasdaq Clearing. See Note 14, “Clearing
Operations,” to the condensed consolidated financial
statements for further discussion. Our clearinghouse holds
material amounts of clearing member cash deposits, which
are held or invested primarily to provide security of capital
while minimizing credit, market and liquidity risks. While we
seek to achieve a reasonable rate of return, we are primarily
concerned with preservation of capital and managing the
risks associated with these deposits. As the clearinghouse
may remit to the members interest earned at prevailing
market rates, less a spread, this could include negative or
reduced yield due to market conditions. The following is a
summary of the risks associated with these deposits and how
these risks are mitigated.
• Credit Risk: When the clearinghouse has the ability to hold
cash collateral at a central bank, the clearinghouse utilizes
its access to the central bank system to minimize credit risk
exposures. When funds are not held at a central bank, we
seek to substantially mitigate credit risk by ensuring that
investments are primarily placed in large, highly rated
financial institutions, highly rated government debt
instruments and other creditworthy counterparties.
• Liquidity Risk: Liquidity risk is the risk a clearinghouse
may not be able to meet its payment obligations in the right
currency, in the right place and the right time. To mitigate
this risk, the clearinghouse monitors liquidity requirements
closely and maintains funds and assets in a manner which
minimizes the risk of loss or delay in the access by the
clearinghouse to such funds and assets. For example,
holding funds with a central bank where possible or
investing in highly liquid government debt instruments
serves to reduce liquidity risks.
• Interest Rate Risk: Interest rate risk is the risk that interest
rates rise causing the value of purchased securities to
decline. If we were required to sell securities prior to
maturity, and interest rates had risen, the sale of the
securities might be made at a loss relative to the latest
market price. Our clearinghouse seeks to manage this risk
by making short-term investments of members’ cash

deposits. In addition, the clearinghouse investment
guidelines allow for direct purchases or repurchase
agreements with short dated maturities of high quality
sovereign debt (for example, European government and
U.S. Treasury securities), central bank certificates and
multilateral development bank debt instruments.
• Security Issuer Risk: Security issuer risk is the risk that an
issuer of a security defaults on its payment when the
security matures. This risk is mitigated by limiting
allowable investments and collateral under reverse
repurchase agreements to high quality sovereign,
government agency or multilateral development bank debt
instruments.

Item 4. Controls and Procedures
Disclosure Controls and Procedures
Nasdaq’s management, with the participation of Nasdaq’s
Chief Executive Officer, and Executive Vice President and
Chief Financial Officer, has evaluated the effectiveness of
Nasdaq’s disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)
as of the end of the period covered by this report. Based upon
that evaluation, Nasdaq’s Chief Executive Officer and
Executive Vice President and Chief Financial Officer, have
concluded that, as of the end of such period, Nasdaq’s
disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in Nasdaq’s internal control over
financial reporting (as defined in Rule 13a-15(f) and Rule
15d-15(f) under the Exchange Act) that occurred during the
quarter ended June 30, 2026 that have materially affected, or
are reasonably likely to materially affect, Nasdaq’s internal
control over financial reporting.

PART II - OTHER INFORMATION

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

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

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
Issuer Purchases of Equity Securities
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq
Stockholders’ Equity,” to the condensed consolidated
financial statements for further discussion of our share
repurchase program.
Purchases of Equity Securities by the Issuer and
Affiliated Purchasers
Under our board approved share repurchase program, we
may repurchase shares from time to time at prevailing market
prices in open market purchases, privately-negotiated
transactions, block purchases, an accelerated share
repurchase program or otherwise, as determined by our
management. As of June 30, 2026 , the remaining aggregate
authorized amount under the existing share repurchase
program was $2.5 billion . The share repurchase program may
be suspended, modified or discontinued at any time, and has
no defined expiration date.

The table below represents repurchases made by or on behalf
of us or any “affiliated purchaser” of our common stock
during the fiscal quarter ended June 30, 2026 :

Period

Total Number
of Shares
Purchased

Average
Price Paid
Per Share

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs

Maximum
Dollar
Value of
Shares
that May
Yet Be
Purchased
Under the
Plans or
Programs
(in
millions)

April 2026

Share
repurchase
program

368,054

$ 89.40

368,054

$ 2,851

Employee
transactions

429,824

$ 85.48

N/A

May 2026

Share
repurchase
program

1,775,498

$ 90.53

1,775,498

$ 2,691

Employee
transactions

1,309

$ 91.33

N/A

June 2026

Share
repurchase
program

1,930,367

$ 83.88

1,930,367

$ 2,529

Employee
transactions

1,141

$ 83.34

N/A

Total Quarter Ended June 30, 2026

Share
repurchase
program

4,073,919

$ 87.28

4,073,919

$ 2,529

Employee
transactions

432,274

$ 85.49

N/A

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

Item 5. Other Information
During the three months ended June 30, 2026 , none of the
Company’s directors or officers adopted , terminated or
modified a “Rule 10b5-1 trading arrangement” or “non-Rule
10b5-1 trading arrangement” (as such terms are defined in
Item 408 of Regulation S-K), except as follows and which is
intended to satisfy the affirmative defense of Rule 10b5-1(c):
on May 7, 2026 , Jeremy Skule , Executive Vice President and
Chief Strategy Officer; Executive Chair, Financial Crime
Management Technology , adopted a Rule 10b5-1 trading
plan for the sale of up to 18,000 shares of our common stock
subject to certain conditions and which plan expires on
March 31, 2027 .

Item 6. Exhibits

Exhibit Number

10.1

Form of Nasdaq Restricted Stock Unit
Award Certificate (employees).*

10.2

Form of Nasdaq Restricted Stock Unit
Award Certificate (directors).*

10.3

Form of Nasdaq Three-Year Performance
Share Unit Agreement.*

10.4

Form of Nasdaq Two-Year Performance
Share Unit Agreement.*

10.5

Amended and Restated Credit Agreement,
dated as of June 30, 2026, among Nasdaq,
Inc., the various lenders and issuing bank
party thereto and Bank of America, N.A., as
administrative agent. (incorporated herein by
reference to Exhibit 10.1 to the Current
Report on Form 8-K filed on July 1, 2026).^

31.1

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

31.2

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

32.1

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

101

The following materials from the Nasdaq,
Inc. Quarterly Report on Form 10-Q for the
quarter ended June 30, 2026, formatted in
iXBRL (Inline eXtensible Business
Reporting Language): (i) Condensed
Consolidated Balance Sheets as of June 30,
2026 and December 31, 2025; (ii)
Condensed Consolidated Statements of
Income for the three and six months ended
June 30, 2026 and 2025; (iii) Condensed
Consolidated Statements of Comprehensive
Income for the three and six months ended
June 30, 2026 and 2025; (iv) Condensed
Consolidated Statements of Changes in
Stockholders’ Equity for the three and six
months ended June 30, 2026 and 2025; (v)
Condensed Consolidated Statements of Cash
Flows for the six months ended June 30,
2026 and 2025; and (vi) notes to condensed
consolidated financial statements.

104

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

________
* Management contract or compensatory plan or
arrangement.
^ Certain schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. Nasdaq, Inc. hereby
undertakes to furnish supplemental copies of any of the
omitted schedules or exhibits to the Securities and Exchange
Commission upon request.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 23, 2026 .

Nasdaq, Inc.

(Registrant)

By:

/s/ Adena T. Friedman

Name:

Adena T. Friedman

Title:

Chief Executive Officer

Date:

July 23, 2026

By:

/s/ Sarah Youngwood

Name:

Sarah Youngwood

Title:

Executive Vice President and
Chief Financial Officer

Date:

July 23, 2026