UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	December 31, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period	from ________ to ________

Commission file number: 001-38855

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-1165937
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)		151 W. 42nd Street,	New York,	New York	10036
---	---	---	---
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: +1 212 401 8700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	NDAQ	The Nasdaq Stock Market
4.500% Senior Notes due 2032	NDAQ32	The Nasdaq Stock Market
0.900% Senior Notes due 2033	NDAQ33	The Nasdaq Stock Market
0.875% Senior Notes due 2030	NDAQ30	The Nasdaq Stock Market
1.75% Senior Notes due 2029	NDAQ29	The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  ☐  No  ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control

over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received

by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $40.6 billion

(this amount represents approximately 454.2 million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of $89.42 of the common stock on

The Nasdaq Stock Market on such date).

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 February 3, 2026
Common Stock, $0.01 par value per share	568,443,856	shares		Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by<br><br>reference into Part III of this Form 10-K.
---

i

		Page
Part I.
Item 1.	Business	1
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	31
Item 1C.	Cybersecurity	31
Item 2.	Properties	33
Item 3.	Legal Proceedings	33
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity<br><br>Securities	33
Item 6.	[Reserved]	36
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 8.	Financial Statements and Supplementary Data	55
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	56
Item 9A.	Controls and Procedures	56
Item 9B.	Other Information	58
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	58
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	58
Item 11.	Executive Compensation	58
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	58
Item 13.	Certain Relationships and Related Transactions, and Director Independence	59
Item 14.	Principal Accountant Fees and Services	59
Part IV.
Item 15.	Exhibits and Financial Statement Schedules	59
Item 16.	Form 10-K Summary	63

ii

About this Form 10-K

Throughout this Form 10-K, unless otherwise specified:

•“Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.

•“Nasdaq Baltic” refers to collectively, Nasdaq Tallinn

AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.

•“Nasdaq BX” refers to the cash equity exchange

operated by Nasdaq BX, Inc.

•“Nasdaq BX Options” refers to the options exchange

operated by Nasdaq BX, Inc.

•“Nasdaq Clearing” refers to the clearing operations

conducted by Nasdaq Clearing AB.

•“Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian

cash equity trading books operated by Nasdaq CXC

Limited.

•“Nasdaq First North” refers to our alternative

marketplaces for smaller companies and growth

companies in the Nordic and Baltic regions.

•“Nasdaq GEMX” refers to the options exchange

operated by Nasdaq GEMX, LLC.

•“Nasdaq ISE” refers to the options exchange operated by

Nasdaq ISE, LLC.

•“Nasdaq MRX” refers to the options exchange operated

by Nasdaq MRX, LLC.

•“Nasdaq Nordic” refers to collectively, Nasdaq Clearing

AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S,

Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

•“Nasdaq PHLX” refers to the options exchange operated

by Nasdaq PHLX LLC.

•“Nasdaq PSX” refers to the cash equity exchange

operated by Nasdaq PHLX LLC.

•“The Nasdaq Options Market” refers to the options

exchange operated by The Nasdaq Stock Market LLC.

•“The Nasdaq Stock Market” refers to the cash equity

exchange and listing venue operated by The Nasdaq

Stock Market LLC.

Nasdaq also provides as a tool for the reader the following

list of abbreviations and acronyms that are used throughout

this Annual Report on Form 10-K.

2022 Revolving Credit Facility: $1.25 billion senior

unsecured revolving credit facility, which matures on

December 16, 2027

2025 Notes: $500 million aggregate principal amount of

5.650% senior unsecured notes paid at maturity on June 28,

2025

2026 Notes: $500 million aggregate principal amount of

3.85% senior unsecured notes due June 30, 2026

2028 Notes: $1 billion aggregate principal amount of 5.350%

senior unsecured notes due June 28, 2028

2029 Notes: €600 million aggregate principal amount of

1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount of

0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount of

1.650% senior unsecured notes due January 15, 2031

2032 Notes: €750 million aggregate principal amount of

4.500% senior unsecured notes due February 15, 2032

2033 Notes: €615 million aggregate principal amount of

0.900% senior unsecured notes due July 30, 2033

2034 Notes: $1.25 billion aggregate principal amount of

5.550% senior unsecured notes due February 15, 2034

2040 Notes: $650 million aggregate principal amount of

2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount of

3.25% senior unsecured notes due April 28, 2050

2052 Notes: $550 million aggregate principal amount of

3.950% senior unsecured notes due March 7, 2052

2053 Notes: $750 million aggregate principal amount of

5.950% senior unsecured notes due August 15, 2053

2063 Notes: $750 million aggregate principal amount of

6.100% senior unsecured notes due June 28, 2063

Adenza: Adenza Holdings, Inc.

AI: Artificial Intelligence

ARR: Annualized Recurring Revenue

ASC: Accounting Standards Codification

ASR: Accelerated Share Repurchase

ASU: Accounting Standards Update

ATS: Alternative Trading System

AUM: Assets Under Management

AWS: Amazon Web Services

CAT: A market-wide consolidated audit trail established

under an SEC approved plan by Nasdaq and other

exchanges

CCP: Central Counterparty

CFTC: U.S. Commodity Futures Trading Commission

EMIR: European Market Infrastructure Regulation

Equity Plan: Nasdaq Equity Incentive Plan

ESG: Environmental, Social and Governance

ESPP: Nasdaq Employee Stock Purchase Plan

ETF: Exchange Traded Fund

ETP: Exchange Traded Product

iii

Euro Notes: The 2029, 2030, 2032 and 2033 Notes

Exchange Act: Securities Exchange Act of 1934, as amended

FASB: Financial Accounting Standards Board

FINRA: Financial Industry Regulatory Authority

GICS: Global Industry Classification Standard

IP: Intellectual property

IPO: Initial Public Offering

MiFID II: Update to the Markets in Financial Instruments

Directive

MiFIR: Markets in Financial Instruments Regulation

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

PCS: Post-contract Customer Support

Proxy Statement: Nasdaq’s Definitive Proxy Statement for

the 2026 Annual Meeting of Shareholders

PSU: Performance Share Unit

Regulation NMS: Regulation National Market System

Regulation SCI: Regulation Systems Compliance and

Integrity

SaaS: Software as a Service

SEC: U.S. Securities and Exchange Commission

SERP: Supplemental Executive Retirement Plan

SFSA: Swedish Financial Supervisory Authority

SOFR: Secured Overnight Financing Rate

S&P: Standard & Poor’s

S&P 500: S&P 500 Stock Index

SPAC: Special Purpose Acquisition Company

SRO: Self-regulatory Organization

SSMA: Swedish Securities Markets Act 2007:528

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

UTP: Unlisted Trading Privileges

UTP Plan: Joint SRO Plan Governing the Collection,

Consolidation, and Dissemination of Quotation and

Transaction Information for Nasdaq-Listed Securities

Traded on Exchanges on a UTP Basis

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 Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K

for IPOs and new listings of equity securities on the Nasdaq

Nordic and Nasdaq Baltic exchanges and Nasdaq First North

also is based on data generated internally by us. IPOs and

new listings data is presented as of period end. While we are

not aware of any misstatements regarding industry data

presented herein, our estimates involve risks and

uncertainties and are subject to change based on various

factors, including those discussed in the “Item 1A. Risk

Factors” section in this Annual Report on Form 10-K.

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 Annual Report on Form 10-K 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 discussed

under the caption “Part I. Item 1A. Risk Factors” in this

Annual Report on Form 10-K. You are cautioned not to place

undue reliance on these forward-looking statements, which

speak only as of the date of this Annual Report on Form 10-

K. You should carefully read this entire Annual Report on

Form 10-K, including “Part II. Item 7. Management’s

Discussion and Analysis of Financial Condition and Results

of Operations” and the 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

Item 1. Business

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.

HISTORY

Nasdaq was founded in 1971 as a wholly-owned subsidiary

of FINRA. Beginning in 2000, FINRA restructured and

broadened ownership in Nasdaq by selling shares to FINRA

members, investment companies and issuers listed on The

Nasdaq Stock Market. In connection with this restructuring,

FINRA fully divested its ownership of Nasdaq in 2006, and

The Nasdaq Stock Market became an independent registered

national securities exchange in 2007.

In February 2008, Nasdaq and OMX AB combined their

businesses, leading to a transformational combination and

expansion of our company from a U.S.-based exchange

operator to a global exchange company offering technology

that powers our own exchanges and markets as well as many

other marketplaces around the world. Further, our

transformation into a leading technology platform that

powers the world’s economies gained momentum with the

2021 acquisition of Verafin, followed by the 2023 acquisition

of Adenza and its two flagship solutions, AxiomSL and

Calypso. The seamless integration of these businesses

allowed us to capitalize on our existing divisional structure,

consolidated by a singular One Nasdaq go-to-market

strategy.

GROWTH STRATEGY

To enable success in the evolving global financial system, we

have established our purpose, vision, and value proposition

together with a focused growth strategy:

Our Purpose: We advance economic progress for all.

Our Vision: We will be the trusted fabric of the world’s

financial system.

Our Value Proposition: We deliver world-leading platforms

that advance the liquidity, transparency, and integrity of the

global economy.

Our Strategy: Our strategic direction is aimed at optimizing

the deployment of resources, human capital, and financial

assets towards our most promising growth opportunities.

These opportunities, which we identified as substantial and

expanding opportunities, included solutions for combating

financial crime, compliance solutions, marketplace

technology, workflow for investment managers and asset

owners as well as insight solutions. Our strengths in

technology, proprietary data, analytics, and capital markets

expertise, in conjunction with our broad client base and

innovative brand has positioned us favorably to meet the

evolving demands of our clientele and deliver in a sustainable

and scalable way.

Through our platforms:

•We architect the world’s most modern markets: Our

platform delivers scalable, interoperable solutions that can

minimize friction, strengthen resilience, and enable market

operators to drive innovation into local market

environments. As a result, we believe our platform delivers

highly advanced market infrastructure, enabling deeper

liquidity and more seamless flows of capital across markets

globally.

•We power the innovation economy: The world’s most

dynamic economies are not defined by geography or size.

They are defined by their ability to transform ideas into

growth and allowing that innovation to scale. Nasdaq sits

at the center of the world’s most dynamic innovation

economies. We provide innovators and investors with the

infrastructure, investment products, and data and insights

that enable innovation to scale and investors to allocate

with confidence.

•We build trust in the financial system: As risk becomes

more pervasive, interconnected, and embedded across the

financial system, the gap between the speed of risk and the

speed of response has widened. Nasdaq’s platform can

deliver intelligent, integrated solutions that help financial

institutions identify and mitigate risk with agility and

precision. From regulatory reporting to compliance and

financial crime management, our platform helps

institutions detect threats early, meet evolving obligations,

and protect the integrity of their operations.

PRODUCTS AND SERVICES

Capital Access Platforms

Our Capital Access Platforms segment delivers liquidity,

transparency and integrity to the corporate issuer and

investment community by empowering our clients to

effectively navigate the capital markets, achieve their

sustainability goals, and drive governance excellence. We

offer a suite of products to assist companies in managing

corporate governance standards.

Our Capital Access Platforms segment comprises Data &

Listing Services, Index and Workflow & Insights.

2

Data & Listing Services

Our North American and European data products enhance

transparency of market activity within our exchanges and

provide critical information to professional and non-

professional investors globally. 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

internet portals and data distributors.

We collect, process, and create information and earn

revenues as a distributor of our own, as well as select third-

party, content. We provide varying levels of quote and trade

information to market participants and to data distributors

who in turn provide subscriptions for this information. Our

systems enable distributors to gain access to our market

depth, order imbalances, market sentiment and other

analytical data.

We distribute this proprietary market information to both

market participants and non-participants through a number of

proprietary products, including Nasdaq TotalView, our

flagship market depth quote product. We offer TotalView

products for The Nasdaq Stock Market and our Nasdaq BX

and Nasdaq PSX markets. We also offer Nordic Equity

TotalView, Nordic Derivatives TotalView and Nordic Fixed

Income TotalView for Nordic markets.

We operate several other proprietary services and data

products to provide market information, including Nasdaq

Basic, a lower cost alternative to the industry Level 1 feed

and Nasdaq Canada Basic, a lower cost alternative to other

data feeds. We also provide various other data, including data

relating to our U.S. equities and options exchanges and

Nordic equities, derivatives, fixed income and futures.

We operate a variety of listing platforms around the world to

provide multiple global capital raising solutions for public

companies. Companies listed on our markets represent a

diverse array of industries including, among others,

healthcare, consumer products, telecommunication services,

information technology, financial services, industrials and

energy. Our main listing markets are The Nasdaq Stock

Market and the Nasdaq Nordic and Nasdaq Baltic exchanges.

Companies seeking to list securities on The Nasdaq Stock

Market may do so on one of the three market tiers: The

Nasdaq Global Select Market, The Nasdaq Global Market, or

The Nasdaq Capital Market. To qualify, companies must

meet minimum listing requirements, including specified

financial and corporate governance criteria. Once listed,

companies must maintain rigorous listing and corporate

governance standards.

As of December 31, 2025, a total of 5,599 companies listed

securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and

Nasdaq First North exchanges. As of December 31, 2025, a

total of 4,480 companies listed securities on The Nasdaq

Stock Market, with 1,316 listings on The Nasdaq Global

Select Market, 1,750 on The Nasdaq Global Market and

1,414 on The Nasdaq Capital Market.

In the U.S., we seek new listings from companies conducting

IPOs, including SPACs, and direct listings as well as

companies looking to switch from alternative exchanges. The

2025 new listings were comprised of the following:

The Nasdaq Stock Market
Operating company IPOs	155
SPAC IPOs	126
Switches from the New York Stock Exchange<br><br>LLC, or NYSE, and the NYSE American LLC, or<br><br>NYSE American	20
Upgrades from OTC	31
ETPs and Other Listings	452
Total	784

During 2025, we had 20 new listings resulting from operating

companies switching their listings from NYSE or NYSE

American to join The Nasdaq Stock Market as well as 5 ETP

switches, included in ETPs and other listings in the table

above. More than $1,241 billion in global equity market

capitalization switched to The Nasdaq Stock Market in 2025.

We also offer listings on the exchanges that comprise Nasdaq

Nordic and Nasdaq Baltic. For smaller companies and growth

companies, we offer access to the financial markets through

the Nasdaq First North alternative marketplaces. As of

December 31, 2025, a total of 1,119 companies listed

securities on our Nordic and Baltic exchanges.

Our European listing customers include companies, funds

and governments. Customers issue securities in the form of

cash equities, depository receipts, warrants, ETPs,

convertibles, rights, options, bonds or fixed-income related

products. In 2025, a total of 27 new companies listed on our

Nordic and Baltic exchanges.

Index

Our Index business develops and licenses Nasdaq-branded

indices and financial products. License fees for our trademark

licenses vary by product based on a percentage of underlying

assets, dollar value of a product issuance, number of products

or number of contracts traded. We also license cash-settled

options, futures and options on futures on our indices.

As of December 31, 2025, 451 ETPs listed on 27 exchanges

in over 20 countries tracked a Nasdaq index and accounted

for $882 billion in AUM. Our flagship index, the Nasdaq-100

Index, or NDX, includes the top 100 non-financial companies

listed on The Nasdaq Stock Market. More than 100 ETPs

worldwide track Nasdaq-100 core indices, which had $640

billion in assets tracking the indices as of December 31,

2025, or 73% of total AUM.

We provide index data products based on Nasdaq indices.

Index data products include our Global Index Data Service,

which delivers real-time and historical index values

throughout the trading day, and Global Index Watch/Global

Index File Delivery Service, which delivers daily and

historical weightings and components data, corporate actions

and a breadth of additional data for the indices that we

operate.

3

Workflow & Insights

Workflow & Insights includes our analytics and corporate

solutions products.

Our analytics products provide 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

platform, 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.

Our eVestment platform has expanded the scale and reach of

data assets to meet the evolving needs of clients and enhance

the value to asset owners and asset managers, including in the

private markets space, with over 80,000 private funds

covered. In October 2025, we sold our Solovis business, a

financial technology platform offering portfolio monitoring

and analytics tools.

The Nasdaq Fund Network and Nasdaq Data Link are

additional platforms in our suite of investment data analytics

offerings and data management tools. Nasdaq Fund Network

gathers and distributes daily net asset values from over

100,000 funds and other investment vehicles across North

America. Nasdaq Data Link strengthens our position as a

leading source for financial, economic, and alternative

datasets.

Corporate solutions serves both public and private companies

and organizations through our Investor Relations

Intelligence, Governance Solutions and Sustainability

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.

Our Investor Relations Intelligence offerings include a global

team of expert consultants that deliver advisory services

including Equity Surveillance & Shareholder Analysis,

Investor Engagement and Perception Studies, as well as an

industry-leading platform, Nasdaq IR Insight, to investor

relations professionals and executive teams. These solutions

allow investor relations officers and executives to better

manage their investor relations programs, understand their

investor base, target new investors, manage meetings and

consume key data such as investor profiles, equity research,

consensus estimates and news.

Through our Governance Solutions products, we provide an

industry-leading board meeting management platform,

Nasdaq Boardvantage, and advisory services that streamline

the meeting process for board of directors and executive

leadership teams and enable them to accelerate decision

making and strengthen governance.

Our Sustainability Solutions includes consulting services and

purpose built sustainability reporting software. Our advisory

practice helps companies analyze, assess and action best

practices as it relates to their sustainability programs. Nasdaq

Metrio is our cloud-based end-to-end sustainability reporting

platform that enables corporates to collect, measure, disclose

and communicate investor-grade, audited ESG data

efficiently across dozens of raters, rankers and framework

organizations to drive strategic outcomes and attract

investors.

Financial Technology

The Financial Technology segment delivers world leading

platforms that improve the liquidity, transparency and

integrity of the global economy by architecting and operating

the world’s best markets. This segment comprises Financial

Crime Management Technology, Regulatory Technology and

Capital Markets Technology businesses.

We are a leading global technology solutions provider and

partner to exchanges, clearing organizations, central

securities depositories, banks, brokers, buy-side firms and

corporate businesses. Through our Financial Technology

solutions, we power more than 135 marketplaces (including

19 owned and operated by Nasdaq) and regulators, in more

than 55 countries. We serve approximately 3,800 global

clients, including all Global Systemically Important Banks,

or G-SIBs. Our solutions can handle a wide array of assets,

including but not limited to cash equities, equity derivatives,

currencies, various interest-bearing securities, commodities,

energy products and digital currencies.

Financial Crime Management Technology

Financial Crime Management Technology includes our

Nasdaq Verafin solution, which delivers a leading anti-

financial crime platform improving the integrity and

transparency of the financial world. Nasdaq Verafin provides

a cloud-based solution to financial institutions for fraud

detection and management, anti-money laundering and

countering the financing of terrorism compliance and

management, high-risk customer management, sanctions

screening and management, and information sharing.

Nasdaq Verafin has leveraged AI for more than 20 years to

deliver industry-leading financial crime management

solutions, combining deep domain and technical expertise

with consortium data. Nasdaq Verafin's comprehensive

solutions help financial institutions tackle complex problems,

including payments fraud targeting all payment channels.

Our innovative AI-based Targeted Typology Analytics

solution examines a range of behavioral, transactional, third-

party, and consortium insights for more effective detection of

crimes with fewer false positives and high quality results.

Our Nasdaq Verafin solution provides the tools to help more

than 2,750 North American financial institutions, including

G-SIBs, with regulatory compliance as well as detect,

investigate and report money laundering and financial fraud.

4

Regulatory Technology

Regulatory Technology includes our AxiomSL and

surveillance solutions.

AxiomSL is a global leader in risk data management and

regulatory reporting solutions for the financial industry,

covering more than 170 regulators in more than 60 countries,

including banks, broker dealers and asset managers. Its

unique enterprise data management platform delivers data

lineage, risk aggregation, analytics, workflow automation,

reconciliation, validation and audit functionality, as well as

disclosures.

AxiomSL’s cloud-enabled and on-premises solutions support

compliance across a wide range of global and local

regulations and deliver solutions and services for financial

regulatory reporting, liquidity, capital and credit, operations,

trade and transaction reporting, and ESG reporting. We also

provide professional services which relate to systems

implementation and integration as well as advisory services.

Our surveillance cloud-enabled and on-premises solution is

designed for banks, brokers and other market participants to

assist in complying with market rules, regulations and

internal market surveillance policies and serves more than

170 clients. We also provide our solution to regulators and

exchanges with a robust platform to manage cross-market,

cross-asset and multi-venue surveillance. This offering

powers surveillance for more than 50 exchanges and 22

regulators.

Capital Markets Technology

Capital Markets Technology includes our Calypso and

market technology solutions as well as trade management

services.

Calypso is a leading cloud-enabled platform providing cross-

asset, front-to-back trading, treasury, risk and collateral

management solutions. The Calypso solution provides

customers with a single platform designed to enable

consolidation, innovation and growth. The platform supports

front, middle and back office activities in exchange-traded

and OTC instruments and supports multiple financial asset

classes and the associated financial instruments. Calypso’s

software application specializes in capital markets,

investment management, risk management, clearing,

collateral, treasury and liquidity management.

The Calypso platform, leveraging modern technology, is

versatile and serves more than 20 central banks and other

customers across different industries, including banks, buy-

side clients, government-sponsored entities and corporate

clients, and can quickly adapt to changing paradigms

including new asset classes, regulations, trading venues, and

trading and processing workflows.

Nasdaq’s market technology solutions are utilized by leading

markets in North America, Europe, Asia, Middle East, Latin

America and Africa. These solutions can handle a wide array

of asset classes, including but not limited to cash equities,

equity derivatives, currencies, various interest-bearing

securities, commodities, energy products and digital

currencies. We continue to develop our business portfolio by

extending and migrating our current offerings to the cloud.

We provide and deliver mission-critical solutions to market

infrastructure operators, which include exchanges, regulators,

clearinghouses and central securities depositories. These

solutions are designed to cover all aspects of a market

operator’s needs, from trading and clearing to risk

management, index development, data, management, testing

and quality assurance.

In addition to serving the market operators in the core capital

markets, there is a demand for mission critical solutions to

enable robust operation of new emerging asset classes such

as crypto currencies and native digital markets. Our market

technology business currently offers its services to several

digital assets exchanges, and the SaaS-based Marketplace

Services Platform provides next-generation marketplace

capabilities spanning the transaction lifecycle to facilitate the

exchange of assets, services and information across various

types of market ecosystems and machine-to-machine

transactions.

Our Capital Markets Technology businesses also provide

complex delivery management and systems integration.

Through our integration services, we can assume

responsibility for projects that involve migration to a new

system and the establishment of entirely new marketplaces.

We also offer operation and support for the applications,

systems platforms, networks and other components included

in an information technology solution, as well as advisory

services.

Our trade management services provide market participants

with a wide variety of alternatives for connecting to and

accessing our markets for a fee. Our marketplaces may be

accessed via a number of different protocols used for

quoting, order entry, trade reporting and connectivity to

various data feeds. WorkX, a web-based, front-end interface

allows market participants to view data, utilize risk

management tools, and submit and review trade reports.

WorkX enables a seamless workflow and enhanced trade

intelligence. In addition, we offer a variety of add-on

compliance tools to help market participants comply with

regulatory requirements.

We 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 certain data centers using millimeter wave

and microwave technology.

5

Market Services

Our Market Services segment includes our equity derivative

trading and clearing, cash equity trading, fixed income,

currency and commodities trading. We operate 19 exchanges

across several asset classes, including derivatives,

commodities, cash equity, debt, structured products and

ETPs.

We provide trading services in North America and Europe. In

the U.S., we operate six options exchanges: Nasdaq PHLX,

The Nasdaq Options Market, Nasdaq BX Options, Nasdaq

ISE, Nasdaq GEMX and Nasdaq MRX. These exchanges

facilitate the trading of equity, ETF, index and foreign

currency options. Our combined options market share in

2025 represented the largest share of the U.S. market for

multi-listed equity options. Our options trading platforms

provide trading opportunities to retail investors, algorithmic

trading firms and market makers, who tend to prefer

electronic trading, and institutional investors, who typically

require high touch services to execute their trades, which are

often performed on our trading floor in Philadelphia.

We also operate three cash equity exchanges: The Nasdaq

Stock Market, Nasdaq BX and Nasdaq PSX. Our U.S. cash

equity exchanges offer trading of both Nasdaq-listed and

non-Nasdaq-listed securities. The Nasdaq Stock Market is the

largest single venue of liquidity for trading U.S.-listed cash

equities. Market participants include market makers, broker-

dealers, ATSs, institutional investors, and registered

securities exchanges. We also operate a U.S. corporate bond

exchange for the listing of corporate bonds.

Our Market Services segment also includes revenues from

U.S. Tape plans. The plan administrators sell quotation and

last sale information for all transactions, whether traded on

The Nasdaq Stock Market or other exchanges, to market

participants and to data distributors, who then provide the

information to subscribers. After deducting costs, the plan

administrators distribute the tape revenues to the respective

plan participants based on a formula required by Regulation

NMS that takes into account both trading and quoting

activity.

In Canada, we operate an exchange with three independent

markets for the trading of Canadian-listed securities: Nasdaq

Canada CXC, Nasdaq Canada CX2 and Nasdaq Canada

CXD.

In Europe, we operate exchanges in Tallinn (Estonia), Riga

(Latvia) and Vilnius (Lithuania) as Nasdaq Baltic and

exchanges in Stockholm (Sweden), Copenhagen (Denmark),

Helsinki (Finland), and Reykjavik (Iceland) together with the

clearing operations of Nasdaq Clearing, as Nasdaq Nordic.

Collectively, the Nasdaq Nordic and Nasdaq Baltic

exchanges offer trading in cash equities, depository receipts,

warrants, convertibles, rights, fund units and ETFs, as well as

trading and clearing of derivatives and clearing of resale and

repurchase agreements. Our platform allows the exchanges to

share the same trading system, which enables efficient cross-

border trading and settlement, cross-exchange membership

and a single source for Nordic data products. Settlement and

registration of cash equity trading takes place in Sweden,

Finland, and Denmark via the local central securities

depositories. In addition, Nasdaq owns a central securities

depository that provides notary, settlement, central

maintenance and other services in the Baltic countries and

Iceland.

In Europe, Nasdaq Nordic offers trading in derivatives, such

as stock options and futures and index options and futures.

Nasdaq Clearing offers CCP clearing services for stock

options and futures and index options and futures.

Nasdaq Fixed Income, or NFI, provides a wide range of

products and services, such as trading and clearing, for fixed

income products in Sweden, Denmark, Finland, Iceland,

Estonia, Lithuania and Latvia. Nasdaq is the largest bond

listing venue in the Nordics, with more than 6,000 listed

retail and institutional bonds. In addition, Nasdaq Nordic

facilitates the trading and clearing of Nordic fixed income

derivatives in a unique market structure. Buyers and sellers

agree to trades in fixed income derivatives through bilateral

negotiations and then report those trades to Nasdaq Clearing.

Nasdaq Clearing offers CCP clearing services for fixed-

income options and futures and interest rate swaps. Nasdaq

Clearing also operates a clearing service for the resale and

repurchase agreement market.

Nasdaq Commodities is the brand name for Nasdaq’s

European commodity-related products and services such as

trading and clearing. Nasdaq Commodities’ offerings include

derivatives in power, natural gas and carbon emission

markets and electricity certificates. These products are listed

on Nasdaq Oslo ASA. In January 2025, we entered into an

agreement to transfer existing open positions in our Nordic

power futures business to a European exchange. In June

2025, this transaction was completed and consideration was

received. Migration of open positions are planned to take

place by the end of the first quarter of 2026. We expect to

wind down the commodities clearing and trading services

during the second half of 2026, and the business to be wound

down in the months following.

Nasdaq Oslo ASA is the commodity derivatives exchange for

European products. All trades with Nasdaq Oslo ASA are

subject to clearing with Nasdaq Clearing, which offers CCP

clearing services for commodities options and futures.

6

We also own a majority stake in Puro.earth, a Finnish-based

leading platform for carbon removal. Puro.earth offers

engineered carbon removal instruments that are verified and

tradable through an open, online platform. Puro.earth’s

marketplace capabilities add to our suite of sustainability-

focused technologies and workflow solutions and give our

clients further resources to achieve their sustainability

objectives.

Technology and technological strengths

Technology plays a key role in ensuring the growth,

reliability and regulation of financial markets. The strength

and resiliency of our technology in meeting the advancing

demands of our global customer base is vital to the continued

success of our business and distinguishes us from our

competitors. We strive to be a trusted partner to a diverse

range of clients that participate across the global financial

ecosystem.

We have established a technology risk program to evaluate

the resiliency of critical systems, including risks associated

with cybersecurity. This program is focused on identifying

areas for improvement in systems, and implementing changes

and upgrades to technology and processes to minimize future

risk. We have continued our focus on improving the security

of our technology with an emphasis on new tool deployment

for our securities operations team, targeted phishing

campaigns and employee awareness. See “Item 1A. Risk

Factors” in this Annual Report on Form 10-K for further

discussion.

We are committed to the ethical and responsible use of AI in

our products, services and business operations. Our AI

governance structure aligns the application of AI with our

core values through a framework that addresses the new and

unique risks that AI technology presents, while enabling us to

explore innovation and take advantage of opportunities that

AI presents to better serve our customers, advance our

business objectives and bring value to our shareholders. Our

AI governance framework applies risk management across

AI-related product development and business usage in the

company through a multi-disciplinary approach. The

framework puts into practice Nasdaq’s responsible AI usage

principles and considers the U.S. National Institute of

Standards and Technology AI Risk Management Framework.

It is administered through company-wide policies, procedures

and supporting preventative and detective controls.

We are focused on amplifying the impact that AI has on our

business and in our products. We continue to develop

products and services using AI, including generative AI, and

the use of AI in product development remains a priority for

us in 2026. We are currently leveraging AI to further develop

products and solutions in areas such as investment analytics,

investor relations and fraud and anti-money laundering, as

well as to modernize markets with our AI-powered order

type.

Our Nasdaq Verafin solution leverages data analytics,

machine‑learning techniques and consortium data to support

transaction monitoring, customer risk management and the

identification of financial crime risks across multiple

payment channels. Our solution is designed to support a

range of client needs, from smaller financial institutions

using integrated applications to larger institutions accessing

specific capabilities through APIs. We continue to enhance

the platform with additional automation and AI‑based

capabilities, including agentic AI, to help support operational

efficiency and evolving regulatory and financial crime

requirements.

We also continue to invest in AI to strengthen our AxiomSL

and Calypso solutions. For instance, in our AxiomSL

offering we are embedding advanced AI capabilities, from

generative AI assistants to machine-learning analytics to

enhance user productivity, predictive insights and agility

when handling new regulations. We are embedding AI

capabilities into our Calypso solution that are expected to

directly address the operational and analytical demands of

modern financial institutions.

In our market surveillance business, we currently use and

continue to advance our AI features, machine‑learning

techniques and extensive market data to identify irregular

trading behaviors and potential market abuse across global

asset classes. New enhancements include generative AI tools

that are designed to streamline alert triage and investigative

workflows, supporting improved efficiency and reduced false

positives as market and regulatory demands evolve.

Within our market technology business, we continue to

progress AI deployments to strengthen our Eqlipse platform,

a cloud-native suite that spans the full trade lifecycle -

trading, clearing, CSD, and data intelligence - and serves as

an AI-ready foundation for advanced analytics and

automation.

We believe that our focus on AI to enhance features of our

existing offerings and in the development of new solutions,

together with our significant proprietary data sets and our use

of AI to drive internal operating efficiencies, provides us with

a competitive advantage.

During 2025, Nasdaq continued its shift from traditional on-

premises deployments by utilizing and deploying cloud

infrastructure. We believe that migrating our exchanges and

non-exchange workloads to the cloud, through our

partnership with AWS, will result in improved performance

and increased flexibility for our customers. We expect to

move additional markets to the cloud with AWS during the

next several years. The shift to cloud-based markets enables

Nasdaq to provide its clients access to enhanced capabilities,

including virtual connectivity services, market analytics,

machine learning and AI-driven insights.

7

To facilitate the exchange migration to AWS, Nasdaq

continues to leverage its Fusion technology platform. Fusion

positions Nasdaq’s North American and European

derivatives markets to manage, operate and deploy a common

platform that can be used across our nine Nasdaq derivative

markets, while enabling our markets for cloud deployment.

We also expect to continue to leverage the cloud-based

infrastructure for our market technology clients, assisting

such clients in developing their own platforms and

customizing their offerings for their local, rapidly changing

industry dynamics. In 2025, we advanced our partnership

with AWS by introducing a new suite of solutions that are

designed to empower market operators to enhance liquidity,

facilitate capital flows, and drive growth, while upholding the

highest level of performance, security and resilience. The

new blueprint includes infrastructure that places AWS

compute services in close proximity to exchange and trading

systems, with connectivity to AWS Global Regions through

AWS Direct Connect and the AWS global network. We also

introduced, through Nasdaq Eqlipse, an updated suite of

cloud‑ready market technology solutions with standardized

APIs with proven interoperability across the full trade

lifecycle. Nasdaq Eqlipse will also include a new solution,

Nasdaq Eqlipse Intelligence, that includes enhanced data

management, analytics and reporting capabilities that are

specific to market operators’ workflows, and that are

intended to support a broader use of AI and transform how

marketplaces operate.

Additionally, we completed another expansion of our

existing colocation facility to meet the growing demand of

market participants that seek proximity to the Nasdaq trading

systems. Our expanded and enhanced facility is designed to

provide the optimal environment for the next generation of

compute workloads and offer clients access to a wider range

of services and capabilities including liquid cooling.

In 2025, we also expanded our strategic technology

partnership with AWS by providing financial institutions

with the option to deploy Nasdaq Calypso as a fully managed

service on AWS. This deployment model allows institutions

to operate Calypso without maintaining underlying

infrastructure, supports more consistent upgrades, and offers

a unified environment for trading, risk, margin, collateral

management, and related data workflows. The model is

intended to help institutions address evolving regulatory and

operational requirements, streamline technology architecture,

and improve the efficiency of real‑time data processing and

analytics, including the use of AI.

With a continued focus on modernization of our markets,

technology, and in meeting the advancing demands of our

global customer base, in 2025, Nasdaq announced plans to

introduce extended trading hours on the Nasdaq Stock

Market. This initiative, known as Global Trading Hours, will

create a 23-hour trading day, five days a week and is

designed to meet the realities of a connected world while

safeguarding the principles that underpin U.S. markets.

Nasdaq plans to launch this capability in the second half of

2026, subject to regulatory approval. Moreover, in the third

quarter of 2025, Nasdaq filed a proposed rule change with the

SEC to enable the trading of tokenized equity securities and

ETPs on its platform. The proposal represents a step toward

integrating blockchain-based assets into the existing U.S.

equities market infrastructure.

Competition

We are a global, client-focused technology company with

expertise in markets and financial technology. We deploy

robust technology capabilities and have developed innovative

solutions to further address client needs across the financial

ecosystem. Our business segments complement each other

and we believe that our strong competitive position in large,

high-growth markets positions us for sustained growth.

Our Value Proposition

We operate leading platforms that can improve the liquidity,

transparency, and integrity of the global financial ecosystem,

allowing us to:

•Develop efficient and reliable technologies to facilitate and

protect the financial system across asset classes;

•Empower our clients to effectively navigate the capital

markets, achieve their sustainability goals, and maintain

corporate governance excellence; and

•Provide data, tools and insights that drive sound decision

making while complying with evolving regulatory

requirements.

Capital Access Platforms

Our Data business includes proprietary data products.

Proprietary data products are made up exclusively of data

derived from each exchange’s systems. Competition in the

data business is influenced by rapidly changing technology

and the creation of new product and service offerings.

Our proprietary data products face competition globally from

alternative exchanges and trading venues that offer similar

products. Our data business competes with other exchanges

and third-party vendors to provide information to market

participants.

Our Listing Services business in both the U.S. and Europe

provides a means of facilitating capital formation through

public capital markets. There are competing ways of raising

capital, and we seek to demonstrate the benefits of listing

shares on our exchange. Our primary competitor for larger

company stock share listings in the U.S. is NYSE. The

Nasdaq Stock Market competes with local and international

markets located outside the U.S. for listings of equity

securities of both U.S. and non-U.S. companies that choose

to list (or dual-list) outside of their home country. For

example, The Nasdaq Stock Market competes for listings

with exchanges in Europe and Asia. Additionally, we face

competition from private equity firms that may elect to keep

their portfolio companies as private companies.

8

The Listings Services business in Europe is characterized by

a large number of exchanges competing for new or secondary

listings. Each country has one or more national exchanges,

which are often the first choice of companies in each

respective country. For those considering an alternative,

competing European exchanges that frequently attract many

listings from outside their respective home countries include

LSE, Euronext N.V. and Deutsche Börse AG. In addition to

the larger exchanges, companies seeking capital or liquidity

from public capital markets are able to raise capital without a

regulated market listing and can consider trading their shares

on smaller markets and quoting facilities.

Our Index business offers Nasdaq-branded indices and

financial products and faces competition from providers of

various competing financial indices. For example, there are a

number of indices that aim to track the technology sector and

thereby compete with the Nasdaq-100 Index and the Nasdaq

Composite Index. We face competition from investment

banks, dedicated index providers, markets and other product

developers, including S&P Dow Jones Indices, MSCI and

FTSE Russell.

Workflow & Insights includes our analytics and corporate

solutions businesses. Our analytics business faces

competition from a broad array of data and analytics

suppliers, both established firms and small start-ups.

Our corporate solutions business operates in a fragmented

competitive landscape. Exchange operators are expanding

their reach into investor relations, while our Sustainability

and Governance Solutions compete with diverse providers of

software, data, and consulting across evolving markets and

customer segments.

Financial Technology

For our Financial Crime Management Technology and trade

and market surveillance businesses, competitors include core

banking solution providers ranging from small to large,

independent solution providers, FinTech start-ups and in-

house custom builds. We compete against enterprise solution

providers and point solutions for clients with larger AUM.

Competitors also include companies that serve multiple

industries in addition to financial services with generalized

solutions, such as business intelligence tools, data integrators,

investigation platforms and software covering the broader

compliance lifecycle. Moreover, established technology

companies have expanded into financial crime management

by offering specialized solutions incorporating advanced data

analytics, AI and machine learning technologies. The

Financial Crime Management Technology and surveillance

offerings compete on a number of factors, including but not

limited to, increased workflow efficiency, quality of the data,

quality of alerts and pricing.

Competitors to our AxiomSL solutions, which support

financial, statistical and prudential reporting as well as

shareholder disclosures, trade reporting and ESG reporting,

include large independent solution providers, in‑house

solutions at financial institutions and smaller independent

point solution providers. As regulatory reporting becomes

more granular and time‑sensitive, AxiomSL is differentiated

by its ability to operate at speed and scale while maintaining

consistency across functional business domains. In addition,

Nasdaq’s deep, in‑platform AI integration provides

proprietary, domain‑focused capabilities, such as automated

regulatory coding and intelligent anomaly detection, that are

difficult to replicate and support AxiomSL’s competitive

position.

Competitors to our Calypso product, which provides

cross‑asset, front‑to‑back trading, treasury, risk and collateral

management solutions, include enterprise solution providers,

local and regional providers focused on smaller clients, and

point solution providers, such as pricing libraries and

post‑trade service providers. For larger clients, including

global banks, competition also includes internally developed

solutions. Calypso is differentiated by Nasdaq’s

domain‑specific intelligence, proprietary algorithms and deep

product integration, which are designed to support scalability

and continued relevance as competitors increasingly adopt

generic large‑language‑model‑based approaches.

Our market technology business competes with exchange

operators that develop their own technology as well as with

technology providers unaffiliated with exchanges. While

many operators historically relied on internally developed

systems, an increasing number now purchase technology

from third parties to achieve cost efficiencies. As a result,

competition includes both exchange operators and

independent technology providers offering off-the-shelf

solutions for trading, clearing, settlement, depository and

information dissemination, along with customization and

operational expertise. Our partnership with AWS supports

our ability to compete in the development of cloud-based

exchange and market technology solutions. Nasdaq's Eqlipse

platform is differentiated by its AI-native architecture, which

is designed to provide domain-specific, context-aware

intelligence across the trade lifecycle as competitors

increasingly adopt generic large-language-model-based

approaches.

Our trade management services business competes with other

exchange operators, extranet providers, and data center

providers.

Market Services

We face intense competition in North America and Europe.

We seek to provide market participants with greater

functionality, trading system stability and performance, high

levels of customer service, and efficient pricing. In both

North America and Europe, our competitors include other

exchange operators, operators of non-exchange trading

systems and banks and brokerages that operate their own

internal trading pools and platforms.

In the U.S., our options markets compete with exchanges

operated by Cboe Global Markets, Inc., or CBOE, Miami

International Holdings, Inc., or MIAX, Intercontinental

Exchange, Inc., or ICE, Members Exchange, or MEMX, and

BOX Options Market. In the U.S., our cash equities markets

9

compete with exchanges operated by Cboe, ICE, MIAX, the

TXSE Group, The Investors Exchange, MEMX and Long

Term Stock Exchange. We also face competition from ATSs,

known as “dark pools,” and other less-heavily regulated

broker-owned trade facilitation systems, as well as from other

types of OTC trading. In Canada, our cash equities exchange

competes principally with exchanges such as the Toronto

Stock Exchange, or TSX.

Our U.S. Tape plans earn revenue from consolidated data

products which are distributed by SEC-mandated

consolidators (one for Nasdaq-listed stocks and another for

NYSE and other-listed stocks) that share the revenue among

the exchanges that contribute data. The consolidated data

business is under competitive pressure from other securities

exchanges that trade Nasdaq-listed securities. In addition,

The Nasdaq Stock Market similarly competes for the tape

fees from the sale of information on securities listed on other

markets.

In Europe, our cash equities markets compete with exchanges

such as Euronext N.V., Deutsche Börse AG, London Stock

Exchange Group plc, or LSE, and many Multilateral Trading

Facilities, or MTFs, such as Cboe, Turquoise and Aquis. Our

competitors in the trading and clearing of options and futures

on European equities include Eurex, Cboe, ICE Futures

Europe and London Clearing House, or LCH. In addition, in

equities markets in Europe, we face competition from other

broker-owned systems, dark pools, Systematic Internalizers,

or SIs, and other types of OTC trading. Competition among

exchanges for trading European equity derivatives tends to

occur where there is competition in the trading of the

underlying equities. In addition to exchange-based

competition, we face competition from OTC derivative

markets.

MiFID II and MiFIR have resulted in further competitive

pressure on our European trading business. SIs are attracting

a significant share of electronically matched volume and

compete aggressively for the trading of equity securities

listed on our Nordic exchanges. Different bilateral trading

systems pursuing block business also remain active in

Europe.

Our European fixed income and commodities products and

services are subject to competitive pressure from European

exchanges and clearinghouses.

INTELLECTUAL PROPERTY

We believe that our IP assets are important for maintaining

the competitive differentiation of our products, systems,

software and services, enhancing our ability to access

technology of third parties and maximizing our return on

research and development investments.

To support our business objectives and benefit from our

investments in research and development, we actively create

and maintain a wide array of IP assets, including patents and

patent applications related to our innovations, products and

services; trademarks related to our brands, products and

services; copyrights in software and creative content; trade

secrets; and through other IP rights, licenses of various kinds

and contractual provisions. We enter into confidentiality and

invention assignment agreements with our employees and

contractors, and utilize non-disclosure agreements with third

parties with whom we conduct business in order to secure

and protect our proprietary rights and to limit access to, and

disclosure of, our proprietary information.

We own, or have licensed, rights to trade names, trademarks,

domain names and service marks that we use in conjunction

with our operations and services. We have registered many of

our most important trademarks in the U.S. and in foreign

countries. For example, our primary “Nasdaq” mark is a

registered trademark that we actively seek to protect in the

U.S. and in over 50 other jurisdictions worldwide.

Over time, we have accumulated a robust portfolio of issued

patents in the U.S. and in many other jurisdictions across the

world. We currently hold rights to patents relating to certain

aspects of our products, systems, software and services, but

we primarily rely on the innovative skills, technical

competence and marketing abilities of our personnel. No

single patent is in itself core to the operations of Nasdaq or

any of its principal business areas.

CORPORATE VENTURE PROGRAM

We operate a corporate venture program to make minority

investments primarily in emerging growth FinTech

companies that are strategically relevant to, and aligned with,

Nasdaq. Investments are made through the venture program

to further our research and development efforts and

accelerate the path to commercial viability. We expect that

capital invested will continue to be modest and will not have

a material impact on our consolidated financial statements,

existing capital return or deployment priorities. Since its

inception in 2017, our venture program has grown in size and

has invested in companies covering various sectors, including

data, analytics and workflow technologies, blockchain and

digital assets, market infrastructure, anti-financial crime, new

marketplaces and enabling technologies. As of December 31,

2025, our investments, which primarily include equity and

convertible debt investments, were valued at $257 million.

SUSTAINABILITY MATTERS

Nasdaq is committed to our long-term governance and

sustainability strategy, advocacy and oversight. We continue

to engage with internal and external stakeholders at all levels

regarding sustainability matters. During 2025, we continued

our corporate, community and commercial sustainability

efforts, including furthering our commitment to climate and

weather-related risk awareness, reducing our environmental

impact, building a workplace culture of inclusivity and

evolving our portfolio of sustainability-related solutions and

services.

10

The Nominating & Governance Committee has formal

responsibility and oversight for corporate sustainability

policies and programs and receives regular reports on key

sustainability matters and initiatives. Our Corporate

Sustainability Steering Committee serves as the central

coordinating body for our sustainability strategy; it is co-

chaired by executive leaders and comprised of a cross-

functional group of Nasdaq senior executives.

We continue to be committed to our decarbonization and

climate strategy. We are working towards our short- and

long-term net-zero science-based targets, which were

originally set and validated by the Science Based Targets

initiative in 2022, and updated and validated in 2025 to

reflect Nasdaq's 2023 acquisition of Adenza and the

integration of Adenza's operations into Nasdaq's

environmental program and climate strategy. In 2025, we

were named a CDP A List company for our environmental

programs and transparency. In addition, Nasdaq maintained

industry leading scores from ESG rating agencies, including

a rating of “AA,” from MSCI placing Nasdaq in MSCI’s

“Leaders” category.

Our environmental footprint is relatively small due to the

nature of our business operations. We remain committed to

reducing our environmental impact, focusing on several key

areas, including our energy use, the management of our

workspaces and how we conduct business travel, and

engagement with our value chain. We seek to reduce our

atmospheric carbon emissions and we manage our water use

and the waste associated with our business operations.

We help companies of all maturity levels through our robust

combination of technology, tools, data, insights and capital

market solutions.

Our sustainability-focused solutions are centered around

three strategic pillars to meet our client’s needs in a rapidly

evolving market:

•Regulatory and climate focused Workflows: A powerful,

built-for-purpose sustainability data management platform

with user-friendly workflows for regulation and climate

strategy needs.

•AI-powered Insights: Proprietary insights powered by

trusted data sources and generative AI to provide our users

with a better lens to make faster sustainability decisions.

•In-house Expertise: In-house sustainability expertise

combined with technology to provide full-service support

to organizations navigating global compliance

requirements, while also monitoring the capital markets.

During 2025, we maintained and enhanced our portfolio of

sustainability services and solutions for our clients and

stakeholders.

In 2025, we again requested our existing leading suppliers by

spend to attest to our Supplier Code of Ethics. The Supplier

Code of Ethics, which is available on our website,

encourages our suppliers and vendors to adopt sustainability

and environmental practices in line with our published

Environmental Practices Statement. Additionally, our new

suppliers are required to attest to the Supplier Code of Ethics

in connection with the commencement of their engagement.

REGULATION

We are subject to extensive regulation in the U.S., Canada

and Europe.

U.S. Regulation

U.S. federal securities laws establish a system of cooperative

regulation of securities markets, market participants and

listed companies. SROs conduct the day-to-day

administration and regulation of the nation’s securities

markets under the close supervision of, and subject to

extensive regulation, oversight and enforcement by, the SEC.

SROs, such as national securities exchanges, are registered

with the SEC.

This regulatory framework applies to our U.S. business in the

following ways:

National Securities Exchanges. SROs in the securities

industry are an essential component of the regulatory scheme

of the Exchange Act responsible for providing fair and

orderly markets and protecting investors. The Exchange Act

and the rules thereunder, as well as each SRO’s own rules,

impose many regulatory and operational responsibilities on

SROs, including the day-to-day responsibilities for market

and broker-dealer oversight. Moreover, an SRO is

responsible for enforcing compliance by its members, and

persons associated with its members, with the provisions of

the Exchange Act, the rules and regulations thereunder, and

the rules of the SRO, including rules and regulations

governing the business conduct of its members.

Nasdaq currently operates three cash equity, six options

markets and one corporate bond market in the U.S. We

operate The Nasdaq Stock Market, The Nasdaq Options

Market and the Corporate Bond Market pursuant to The

Nasdaq Stock Market’s SRO license; Nasdaq BX and Nasdaq

BX Options pursuant to Nasdaq BX’s SRO license; Nasdaq

PSX and Nasdaq PHLX pursuant to Nasdaq PHLX’s SRO

license; and Nasdaq ISE, Nasdaq GEMX and Nasdaq MRX,

each of which operates an options market under its own SRO

license. As SROs, each entity has separate rules pertaining to

its broker-dealer members and listed companies, as

applicable. Broker-dealers that choose to become members of

our exchanges are subject to the rules of those exchanges.

All of our U.S. national securities exchanges are subject to

SEC oversight, as prescribed by the Exchange Act, including

periodic and special examinations by the SEC. Our

exchanges also are potentially subject to regulatory or legal

action by the SEC at any time in connection with alleged

regulatory violations. We have been subject to a number of

11

routine reviews and inspections by the SEC or external

auditors in the ordinary course, and we have been and may in

the future be subject to SEC enforcement proceedings. To the

extent such actions or reviews and inspections result in

regulatory or other changes, we may be required to modify

the manner in which we conduct our business, which may

adversely affect our business, operating results and financial

condition.

Section 19 of the Exchange Act provides that our exchanges

must submit to the SEC proposed changes to any of the

SROs’ rules, practices and procedures, including revisions to

provisions of our certificate of incorporation and by-laws that

constitute SRO rules. The SEC will typically publish such

proposed changes for public comment, after which the SEC

may approve or disapprove the proposal, as it deems

appropriate. SEC approval requires a finding by the SEC that

the proposal is consistent with the requirements of the

Exchange Act and the rules and regulations thereunder.

Pursuant to the requirements of the Exchange Act, our

exchanges must file with and seek approval from the SEC

for, among other things, all proposals to change their pricing

structure.

Nasdaq conducts real-time market monitoring, certain equity

surveillance not involving cross-market activity, most options

surveillance, rulemaking, enforcement and membership

functions through our Nasdaq Regulation department. We

review suspicious trading behavior discovered by our

regulatory staff, and depending on the nature of the activity,

may refer the activity to FINRA for further investigation.

Pursuant to regulatory services agreements between FINRA

and our SROs, FINRA provides certain regulatory services to

our markets, including some regulation of trading activity

and surveillance and investigative functions. Our SROs retain

ultimate regulatory responsibility for all regulatory activities

performed under regulatory agreements by FINRA, and for

fulfilling all regulatory obligations for which FINRA does

not have responsibility under the regulatory services

agreements.

In addition to its other SRO responsibilities, The Nasdaq

Stock Market, as a listing market, also is responsible for

overseeing each listed company’s compliance with The

Nasdaq Stock Market’s financial and corporate governance

standards. Our listing qualifications department evaluates

applications submitted by issuers seeking to list their

securities on The Nasdaq Stock Market to determine whether

the quantitative and qualitative listing standards have been

satisfied. Once securities are listed, the listing qualifications

department monitors each issuer’s on-going compliance with

The Nasdaq Stock Market’s continued listing standards.

Broker-dealer regulation. Nasdaq’s broker-dealer

subsidiaries are subject to regulation by the SEC, the SROs

and various state securities regulators. Nasdaq operates three

broker-dealers: Nasdaq Execution Services, LLC, NFSTX,

LLC, and Nasdaq Capital Markets Advisory LLC. Each

broker-dealer is registered with the SEC, a member of

FINRA and registered in the U.S. states and territories

required by the operation of its business. In addition, we own

a minority interest in The NASDAQ Private Market, LLC.

Nasdaq Execution Services operates as our routing broker for

sending orders from Nasdaq’s U.S. cash equity and options

exchanges to other venues for execution. NFSTX is a

registered ATS and acts as an intermediary to facilitate

secondary transactions in certain funds (both registered or not

registered under the Investment Company Act of 1940),

business development companies, certain closed-end funds

and private real estate investment funds. Nasdaq Capital

Markets Advisory, or NCMA, is the distributor of product

and strategy reports for its affiliate, Nasdaq Fund Network.

Nasdaq Fund Network provides a comprehensive pricing,

data, and analytics platform for investment products and

provides coverage of unit investments trusts in product and

strategy reports available to financial professionals and

investors. NCMA submits product and strategy reports to

FINRA’s advertising review department prior to distribution.

NCMA is also the distributor of investment strategy literature

and research reports generated by its affiliate, Nasdaq Dorsey

Wright, or NDW. It performs such functions pursuant to

distribution/selling agreements. NDW is a Registered

Investment Advisor that provides U.S. advisors proprietary

investment strategies and research information. Members of

the NDW sales team are registered with NCMA. This allows

them to market and sell the suite of Dorsey Wright powered

ETPs, along with designated additional ETPs tracking

Nasdaq index-linked strategies, to U.S. based advisors and

receive bonus compensation tied to the growth of those

ETPs. The sales team also sells Nasdaq index-linked ETPs to

institutional investors (such as pensions, endowments, and

foundations) and facilitates seeding for newly launched

Nasdaq index-linked ETPs and receives bonus compensation

tied to revenue generated for Nasdaq from such activities.

Neither NCMA nor NDW offer investment advice to clients.

However, the research arm of NDW has research subscribers.

The research tools are offered to assist financial advisors with

managing their client portfolios and are not deemed

investment advice.

The SEC, FINRA and SROs adopt, and require strict

compliance with, rules and regulations applicable to broker-

dealers. The SEC, SROs and state securities commissions

may conduct administrative proceedings which can result in

censures, fines, the issuance of cease-and-desist orders or the

suspension or expulsion of a broker-dealer, its officers or

employees. The SEC and state regulators may also institute

proceedings against broker-dealers seeking an injunction or

other sanction. All broker-dealers have an SRO that is

assigned by the SEC as the broker-dealer’s Designated

Examining Authority. The Designated Examining Authority

is responsible for examining a broker-dealer for compliance

with the SEC’s financial responsibility rules. FINRA is the

current Designated Examining Authority for each of our

broker-dealer subsidiaries.

Our registered broker-dealers are subject to regulatory

requirements intended to ensure their general financial

soundness and liquidity, which require that they comply with

12

certain minimum capital requirements. As of December 31,

2025, each of our broker-dealers were in compliance with

applicable capital requirements.

Regulatory contractual relationships with FINRA. Our SROs

have signed a series of regulatory service agreements

covering the services FINRA provides to the respective

SROs. Under these agreements, FINRA personnel act as our

agents in performing the regulatory functions outlined above,

and FINRA bills us a fee for these services. These

agreements ensure that the markets for which we are

responsible are properly regulated. In conjunction with these

agreements, we also perform certain of these functions

ourselves. In addition, our SROs retain ultimate regulatory

responsibility for all regulatory activities performed under

these agreements by FINRA.

Exchange Act Rule 17d-2 permits SROs to enter into

agreements, commonly called Rule 17d-2 agreements,

approved by the SEC with respect to enforcement of common

rules relating to common members. Our SROs have entered

into several such agreements under which FINRA assumes

regulatory responsibility for various rules or areas covered by

agreements.

Regulation NMS and Options Intermarket Linkage Plan. We

are subject to Regulation NMS for our cash equity markets,

and our options markets have joined the Options Intermarket

Linkage Plan. These are designed to facilitate the routing of

orders among exchanges to create a national market system

as mandated by the Exchange Act. One of the principal

purposes of a national market system is to ensure that brokers

may execute investors’ orders at the best market price. Both

Regulation NMS and the Options Intermarket Linkage Plan

require that exchanges avoid trade-throughs, locking or

crossing of markets and provide market participants with

electronic access to the best prices among the markets for the

applicable cash equity or options order.

In addition, Regulation NMS requires that every national

securities exchange on which an NMS stock is traded and

every national securities association act jointly pursuant to

one or more national market system plans to disseminate

consolidated information, including a national best bid and

national best offer, on quotations for transactions in NMS

stocks, and that such plan or plans provide for the

dissemination of all consolidated information for an

individual NMS stock through a single plan processor.

The UTP Plan was filed with and approved by the SEC as a

national market system plan in accordance with the Exchange

Act and Regulation NMS to provide for the collection,

consolidation and dissemination of such information for

Nasdaq-listed securities. The Nasdaq Stock Market serves as

the processor for the UTP Plan pursuant to a contract through

October 2029. The Nasdaq Stock Market also serves as the

administrator for the UTP Plan. To fulfill its obligations as

the processor, The Nasdaq Stock Market has designed,

implemented, maintained, and operated a data processing and

communications system, hardware, software and

communications infrastructure to provide processing for the

UTP Plan. As the administrator, The Nasdaq Stock Market

manages the distribution of market data, the collection of the

resulting market data revenue, and the dissemination of that

revenue to plan members in accordance with the terms of the

UTP Plan and of Regulation NMS.

Regulation SCI. Regulation SCI is a set of rules designed to

strengthen the technology infrastructure of the U.S. securities

markets. Regulation SCI applies to national securities

exchanges, operators of certain ATSs, market data

information providers and clearing agencies, subjecting these

entities to extensive compliance obligations, with the goals of

reducing the occurrence of technical issues that disrupt the

securities markets and improving recovery time when

disruptions occur. We implemented an inter-disciplinary

program to ensure compliance with Regulation SCI. We have

also created Regulation SCI policies and procedures, updated

internal policies and procedures, and developed an

information technology governance program to ensure

compliance.

Regulation of Registered Investment Advisor Subsidiary. Our

subsidiary Nasdaq Dorsey Wright, or NDW, is an investment

advisor registered with the SEC under the Investment

Advisers Act of 1940. In this capacity, NDW is subject to

oversight and inspections by the SEC. Among other things,

registered investment advisors like NDW must comply with

certain disclosure obligations, advertising and fee restrictions

and requirements relating to client suitability and custody of

funds and securities. Registered investment advisors are also

subject to anti-fraud provisions under both federal and state

law.

CFTC Regulation. The Dodd-Frank Wall Street Reform and

Consumer Protection Act resulted in increased CFTC

regulation of our use of certain regulated derivatives

products, as well as the operations of some of our

subsidiaries outside the U.S. and their customers.

Canadian Regulation

Regulation of Nasdaq Canada is performed by the Canadian

Securities Administrators, an umbrella organization of

Canada’s provincial and territorial securities regulators. As a

recognized exchange in Ontario, Nasdaq Canada must

comply with the terms and conditions of its exchange

recognition order. While exempt from exchange recognition

in each jurisdiction in Canada other than Ontario where

Nasdaq Canada carries on business, Nasdaq must also

comply with the terms and conditions of an exemption order

granted by the other jurisdictions in order to maintain its

exemptive status. Oversight of the exchange is performed by

Nasdaq Canada’s lead regulator, the Ontario Securities

Commission.

Nasdaq Canada is subject to several national marketplace

related instruments which set out requirements for

marketplace operations, trading rules and managing

electronic trading risk. Exchange terms and conditions

include but are not limited to, requirements for governance,

regulation, rules and rulemaking, fair access, conflict

management and financial viability.

13

European Regulation

Regulation of our markets in the European Union and the

European Economic Area focuses on matters relating to

financial services, listing and trading of securities, clearing

and settlement of securities and commodities, as well as

issues related to market abuse.

We are subject to MiFID II and MiFIR, the European

Union’s Market Abuse Regulation, which primarily affects

our European trading businesses. Many of the provisions of

MiFID II and MiFIR are implemented through technical

standards drafted by the European Securities and Markets

Authority and approved by the European Commission. In

addition, in 2016, the European Union adopted legislation on

governance and control of the production and use of

benchmark indices. The Benchmarks Regulation became

effective in the European Union beginning in 2018, and

Nasdaq was required to comply as of January 1, 2026 in

relation to benchmarks provided by non-European Nasdaq

entities as well as European Nasdaq entities to the extent

these benchmarks fall within the scope of the Benchmarks

Regulation. As the regulatory environment continues to

evolve and related opportunities arise, we intend to continue

developing our products and services to ensure that the

exchanges and clearinghouse that comprise Nasdaq Nordic

and Nasdaq Baltic maintain favorable liquidity and offer fair

and efficient trading.

In addition, proposed rules under MiFID II and MiFIR rules

include provisions potentially impacting various parts of

Nasdaq’s exchanges and data business, including a proposal

to establish a European consolidated tape of pre- and/or post-

trade data.

We are also subject to the Digital Operational Resilience Act,

or DORA. The act applies directly to our European regulated

entities, as well as indirectly to our provision of information

and communications technology services to other European

regulated entities subject to DORA. DORA includes

requirements on risk management procedures, requirements

for procuring information and communication technology

services, and ongoing processes to monitor compliance

The entities that operate trading venues in the Nordic and

Baltic countries are each subject to local regulations. As a

result, we have a strong local presence in each jurisdiction in

which we operate regulated businesses. The regulated entities

have decision-making power and can adopt policies and

procedures and retain resources to manage all operations

subject to their license. In Sweden, general supervision of the

Nasdaq Stockholm exchange is carried out by the SFSA,

while Nasdaq Clearing’s role as CCP in the clearing of

derivatives is supervised by the SFSA and overseen by the

Swedish central bank. Additionally, as a function of the

Swedish two-tier supervisory model, certain surveillance of

the exchange market is carried out by the Nasdaq Stockholm

exchange through its surveillance function.

Nasdaq Stockholm’s exchange activities are regulated

primarily by the SSMA, which implements MiFID II into

Swedish law and which sets up basic requirements for the

board of directors of the exchange and the exchange’s share

capital, and which also outlines the conditions on which

exchange licenses are issued. The SSMA also provides that

any changes to the exchange’s articles of association

following initial registration must be approved by the SFSA.

Nasdaq Clearing holds the license as a CCP under EMIR.

The SSMA requires exchanges to conduct their activities in

an honest, fair and professional manner, and in such a way as

to maintain public confidence in the securities markets. When

operating a regulated market, an exchange must apply the

principles of free access (i.e., that each person which meets

the requirements established by law and by the exchange may

participate in trading), neutrality (i.e., that the exchange’s

rules for the regulated market are applied in a consistent

manner to all those who participate in trading) and

transparency (i.e., that the participants must be given prompt,

simultaneous and correct information concerning trading and

that the general public must be given the opportunity to

access this information). Additionally, the exchange operator

must identify and manage the risks that may arise in its

operations, use secure technical systems and identify and

handle the conflicts of interest that may arise between the

exchange or its owners’ interests and the interest in

safeguarding effective risk management and secure technical

systems. Similar requirements are set up by EMIR in relation

to clearing operations.

The SSMA also contains the framework for both the SFSA’s

supervisory work in relation to exchanges and clearinghouses

and the surveillance to be carried out by the exchanges

themselves. The latter includes the requirement that an

exchange should have “an independent surveillance function

with sufficient resources and powers to meet the exchange’s

obligations.” That requires the exchange to, among other

things, supervise trading and price information, compliance

with laws, regulations and good market practice, participant

compliance with trading participation rules, financial

instrument compliance with relevant listing rules and the

extent to which issuers meet their obligation to submit

regular financial information to relevant authorities.

Due to the underlying EU regulation, the regulatory

requirements in the other Nordic and Baltic countries in

which a Nasdaq entity has a trading venue are similar to the

requirements in Sweden described above. The supervisory

authorities in Sweden, Iceland, Denmark, Finland and

Norway all cooperate to safeguard effective and

comprehensive supervision of the exchanges comprising

Nasdaq Nordic and the systems operated by it, and to ensure

a common supervisory approach.

14

Nasdaq owns a central securities depository known as

Nasdaq CSD SE (Societas Europaea)¸ that provides notary,

settlement, central maintenance and other services in the

Baltic countries and in Iceland. Nasdaq CSD SE is licensed

under the European Central Securities Depositories

Regulation and is supervised by the respective regulatory

institutions.

We operate a licensed exchange, Nasdaq Oslo ASA, in

Norway that trades and lists commodity derivatives.

Although Norway is not a member of the EU, as a result of

the European Economic Area, or EEA, agreement (entered

into between the EU and European Free Trade Association)

the regulatory environment is broadly similar to what applies

in EU member states. Since Norway has adopted legislation

mirroring the provisions of MiFID II and MIFIR, the

regulatory environment in Norway is similar to Sweden. The

Financial Supervisory Authority of Norway supervises the

Norwegian exchange on an autonomous basis and the

Norwegian exchange also has a separate market surveillance

function overseen by the Financial Supervisory Authority.

Following the sale and migration of the commodity

derivatives business to Cassa Di Compensazione e Garanzia

S.p.A. (Euronext Clearing), Nasdaq Oslo ASA is planning to

wind down and cease operations in the second half of 2026.

Once operations have ceased, the relevant licenses of Nasdaq

Oslo ASA will be returned.

Confidence in capital markets is paramount for trading to

function properly. Nasdaq Nordic carries out market

surveillance through an independent unit that is separate from

the business operations. The surveillance work is

conceptually organized into two functions: one for the review

and admission of listing applications and surveillance

activities related to issuers (issuer surveillance) and one for

surveillance of trading (trading surveillance). The real-time

trading surveillance for the Finnish, Icelandic, Danish and

Swedish markets has been centralized in Stockholm. In

addition, there are designated personnel who carry out

surveillance activities at Nasdaq Oslo and the three Baltic

exchanges. In Finland, Sweden and Estonia, decisions to list

new companies on the main market are made by listing

committees that have external members in addition to

members from each respective exchange and in the other

countries the decision is made either by the respective

president of the exchange or by the executive board.

If there is suspicion that a listed company or member has

acted in breach of exchange regulations, the matter is handled

by the respective surveillance department. Serious breaches

are considered by the respective disciplinary committee in

Denmark, Finland, Iceland, Sweden and Norway. Suspected

insider trading is reported to the appropriate authorities in the

respective country.

In the United Kingdom, The Nasdaq Stock Market, Nasdaq

Oslo ASA, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S,

and Nasdaq Helsinki Ltd are each subject to regulation by the

Financial Conduct Authority as “Recognised Overseas

Investment Exchanges.” Nasdaq Clearing is registered as a

recognized third country CCP with the Bank of England

under the temporary recognition regime. The registration

became effective on December 31, 2020 and lasts until

December 31, 2026 (which may be extended further), during

which time Nasdaq Clearing may continue to act as a CCP

vis-a-vis UK members. Nasdaq Clearing has submitted its

application for permanent recognition and is awaiting further

information as to the process and timeline from the Bank of

England.

HUMAN CAPITAL MANAGEMENT

Nasdaq has continued to strengthen our commitment to, and

investment in, attracting, retaining, developing and

motivating our employees during 2025.

We also continued our efforts to create an inclusive work

environment of equal opportunity, where employees feel

respected and valued for their contributions, and where

Nasdaq and its employees have opportunities to make

positive contributions to our local communities.

Additional information regarding our human capital

management matters can be found in our annual

Sustainability Report, which will be available on our website

later in 2026. Our Sustainability Report and other

information on our website are not incorporated by reference

into this Annual Report on Form 10-K.

As of December 31, 2025, Nasdaq had 9,525 full and part-

time employees, including employees of non-wholly owned

consolidated subsidiaries.

Flexible and Hybrid Workplace

The majority of our employees balance their time between

several days in the office and several days working from

home, contributing to a positive work-life balance. In

addition to vacation time, we provide every employee six

paid “flex” days per year, to be used as extra vacation days

for mental health, family time, or any other purpose. We have

found this flexibility has contributed both to our high

engagement scores among current employees, as well as a

positive element in attracting new talent to join Nasdaq.

Talent Management and Development

We continued to increase our efforts in attracting and

retaining our employees. Nasdaq seeks to hire world-class

and innovative talent across the globe.

15

In 2025, our internal employee engagement score, based on

our biannual employee engagement surveys, which most

recently had a 94% participation rate, reached its record high

rating of 81% favorable, with 14% neutral, placing us in the

top 10% of tech companies, according to our survey provider.

Our workforce voluntary attrition rate during 2025 was

approximately 5.6%, which was nearly one percentage point

lower than 2024.

We expanded our leadership development offerings in 2025,

launching the “Elevate: Empowering Leaders. Driving

Impact” strategy and piloting new programs for aspiring and

current managers across multiple regions. Our formal

leadership curriculum was complemented by peer coaching

circles, executive coaching, and the continued Manager

Forum series, facilitated by our Chair and CEO and other

senior leaders. In June 2025, we launched the “Accelerating

Manager Potential” program to drive management excellence

throughout our leadership ranks. More than half of all

managers attended the program in 2025, with the remainder

expected to complete the program in the first half of 2026.

Nasdaq accelerated its adoption of AI and digital tools in

2025. We facilitated workshops, piloted AI-powered agent

solutions, and established our “AI Champions” community.

These efforts further embedded digital skills into our culture

and operations, with a significant portion of employees

participating in AI training and enablement programs.

We maintained our commitment to professional development

by offering access to a wide range of learning opportunities,

including access to multiple eLearning platforms, tuition

assistance, external training sponsorship and mentoring

programs. Our AI-driven Career Hub continued to match

employees to internal training, mentors, projects, and roles,

supporting career satisfaction and internal mobility.

To reward our employees at various stages of their tenure

with Nasdaq, we continued our anniversary recognition

program that, for major milestones, recognition on our

Nasdaq Tower in Times Square. Additionally, our peer-to-

peer employee recognition program rewards employees and

highlights recognized employees on our internal social media

channels, further amplifying the recognition.

Our Employee Culture

At Nasdaq, three pillars guide our employee culture:

Employee Experience, Cultural Alignment, and Business

Integration.

• Employee Experience: We strive to ensure every team

member has access to tools, support, and development so

they can perform at their best. Our focus is on creating a

consistent experience rooted in transparency and opportunity.

• Cultural Alignment: We reinforce the shared values and

behaviors that define how we work, lead, and grow together.

These values are built into how we hire, recognize

contributions, and support one another, fostering a respectful,

collaborative environment.

• Business Integration: We embed inclusive practices into our

everyday operations—from how we make decisions to how

we manage talent. By focusing on objectivity and fairness,

we aim to drive impact at scale while upholding the highest

standards of compliance and integrity.

Workplace Demographics

Our global female employee base in 2025 was approximately

36%. Our minority representation in the U.S., which includes

Asian, Black/African American, Hispanic/Latino,

Multiracial, Native American, Native Hawaiian, and Pacific

Islander employees, was approximately 33% in 2025.

Gender and Ethnicity Data as of December 31, 2025 are

presented below:

* In the chart above, the Not disclosed percentage includes

employees that have chosen not to disclose and race and

ethnicities that are less than 1.0% of our total employee

headcount.

16

Compensation and Benefits

Our Total Rewards program is designed to attract, retain, and

empower employees to successfully execute our growth

strategy and our mission to better serve our clients. Our

comprehensive Total Rewards program reflects our

commitment to protecting our employees’ health, well-being

and financial security.

Our pay-for-performance compensation programs includes

market-competitive base salaries, annual bonuses or sales

commissions, and equity grants. The majority of our

employees are granted annual, long-term equity awards,

enabling them to be owners of the company, committed to

our long-term success and aligning their interests with the

short-term and long-term interests of our shareholders.

Beyond compensation, we offer a suite of programs, benefits,

perquisites, and resources. Our core benefits include health

(medical, dental, and vision) and risk insurances (life and

disability), retirement plans, and an employee stock purchase

plan. We also offer robust paid time-off benefits which

include vacation, incidental sick days and parental leave. In

addition, all Nasdaq employees, regardless of their location in

any of our global offices, are offered paid time off for key

life events such as bereavement leave and volunteer days.

Our North American employees continue to have access to

our flexible time off policy. These programs, coupled with

our hybrid work schedules, are designed to meet the various

needs of our workforce.

In 2025, we continued to build awareness of our wellness

programs and increase support to our employees through on-

site and virtual events and the launch of Lyra Health, our new

mental health and wellbeing provider. The launch of Lyra

Health provided employees with a number or mental health

workshops and resources. The benefits team also continued

providing “well-being moments,” which are monthly

reminders shared in employee newsletters and town hall

meetings to improve the physical, mental and financial health

of our employees in their personal and professional life.

Community Involvement

Nasdaq’s “Purpose” initiative comprises our philanthropic,

community outreach, entrepreneurial support and employee

volunteerism programs, all designed to leverage our unique

place at the center of capital creation, markets, and

technology and drive stronger economies, more equitable

opportunities and contribute to a more sustainable world.

Through our Purpose@Work Corporate Responsibility

Program, we have committed to supporting the communities

in which we live and work by providing eligible full and part-

time employees with two paid days off per year to volunteer.

We also match charitable donations of all Nasdaq employees

and contractors up to $1,000, or more in certain

circumstances, per calendar year. In 2025, Nasdaq employees

raised over $580,000, including donations and matches,

supporting more than 800 charities worldwide.

During 2025, Nasdaq held its inaugural “Nasdaq Month of

Impact: Empowering Purpose, Strengthening Communities.”

As part of our commitment to driving economic progress,

Nasdaq’s Month of Impact is our way of celebrating and

observing Financial Literacy Awareness Month and Global

Volunteer Month. Combining the core focus areas of

enhancing financial literacy and promoting global

volunteerism enables Nasdaq to create a more significant and

positive impact within our communities.

Additionally, Nasdaq also hosted its third annual Economic

Opportunity Summit, focusing on the theme “Driving

Purposeful Growth,” which convened industry leaders,

researchers, and change-makers to explore how we can

expand access to opportunity, revitalize communities, and

build a more prosperous future for all.

During 2025, the Nasdaq Foundation provided grants to 20

organizations that share our same mission. These grants were

awarded to, among others: Restore NYC, whose

entrepreneurship services support survivors of trafficking in

exploring business ownership as a pathway to economic

independence; The Center on Rural Innovation, which will

help rural entrepreneurs build, test, and implement AI-driven

solutions for their startups; and Maryland Philanthropy

Network, in partnership with Community Wealth Builders,

whose innovative financial empowerment program will

empower the local Baltimore community.

NASDAQ WEBSITE AND AVAILABILITY OF SEC

FILINGS

We file periodic reports, proxy statements and other

information with the SEC. The SEC maintains a website that

contains reports, proxy and information statements, and other

information regarding issuers that file electronically with the

SEC. The address of that site is www.sec.gov.

Our website is nasdaq.com and our Investor Relations

website is ir.nasdaq.com. Information on these websites are

not a part of this Form 10-K. In addition to these websites,

we use social media to communicate to the public. We

encourage investors and others interested in Nasdaq to review

the information we post on social media channels, as we may

use our Investor Relations website and these other channels

as means of disclosing material information in compliance

with Regulation FD. We make available free of charge on our

website, or provide a link to our SEC filings, including our

Forms 10-K, Forms 10-Q and Forms 8-K and any

amendments to these documents, that are filed or furnished

pursuant to Section 13(a) or 15(d) of the Exchange Act as

soon as reasonably practicable after we electronically file

such material with, or furnish it to, the SEC. To access these

filings, go to our website and click on “Financials” then click

on “SEC Filings.”

17

Item 1A. Risk Factors

The risks and uncertainties described below 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. If any of

the following risks actually occur, our business, financial

condition, or operating results could be adversely affected.

RISKS RELATED TO OUR BUSINESS AND

INDUSTRY

Economic conditions and market factors, which are beyond

our control, may adversely affect our business and financial

condition.

Our business performance is impacted by a number of

factors, including general economic conditions, current or

expected inflation, interest rate fluctuations, market volatility,

changes in investment patterns and priorities, regulatory

shifts, pandemics and other factors that are generally beyond

our control. To the extent that global or national economic

conditions weaken and result in slower growth or recessions,

our business may be negatively impacted. Adverse market

conditions could reduce customer demand for our services

and the ability of our customers, lenders and other

counterparties to meet their obligations to us. Poor economic

conditions may result in a reduction in the demand for our

products and services, including data, indices and corporate

solutions, or could result in a decline in the number of IPOs,

reduced trading volumes or values and deterioration of the

economic welfare of our listed companies, which could cause

an increase in delistings. The demand for our Regulatory

Technology, Capital Markets Technology and Financial

Crime Management Technology offerings are primarily

influenced by regulatory changes and the financial strength

and growth plans of our clients at any given time, and such

demand may be adversely affected by economic, political and

geopolitical market conditions.

Trading volumes and values are driven primarily by general

market conditions and declines in trading volumes or values

may affect our market share and impact our pricing. In

addition, our Market Services businesses receive revenues

from a relatively small number of customers concentrated in

the financial industry, so any event that impacts one or more

customers or the financial industry in general could impact

our revenues.

The number of listings on our markets is primarily influenced

by factors such as investor demand, the global economy,

available sources of financing, and tax and regulatory

policies. Adverse conditions or regulatory changes may

jeopardize the ability of our listed companies to comply with

the continued listing requirements of our exchanges, or

reduce the number of issuers launching IPOs, including

SPACs, and direct listings. While the number of IPOs on our

exchanges increased in 2025 as compared to 2024, there is no

assurance that demand for IPOs will continue at the same or

higher rate.

Our Capital Access Platforms segment may be significantly

affected by global economic conditions. Professional

subscriptions to our data products are at risk if staff

reductions occur in financial services companies or if our

customers consolidate, which could result in significant

reductions in our professional user revenue or expose us to

increased risks relating to dependence on a smaller number of

customers. In addition, adverse market conditions may cause

reductions in the number of non-professional investors with

investments in the market and in ETP AUM tracking Nasdaq

indices as well as trading in futures linked to Nasdaq indices.

There may be less demand for our analytics, corporate

solutions, financial technology solutions and risk and

regulatory products and services if global economic

conditions weaken. Our customers historically reduce

purchases of new services and technology when growth rates

decline, thereby diminishing our opportunities to sell new

products and services or upgrade existing products and

services.

Additionally, during a global economic downturn, or periods

of economic, political or regulatory uncertainty, our sales

cycle may become longer or more unpredictable due to

customer budget constraints or unplanned administrative

delays to approve purchases.

A reduction in trading volumes or values, market share of

trading, the number of our listed companies, or demand for

our products and services due to economic conditions or

other market factors could adversely affect our business,

financial condition and operating results.

The industries we operate in are highly competitive.

We face significant competition in our Capital Access

Platforms, Financial Technology and Market Services

segments from other market participants. We face intense

competition from other exchanges and markets for market

share of trading activity and listings as well as from

numerous financial services and technology companies for

our Capital Access Platforms and Financial Technology

products and services. This competition includes both

product and price competition. Our proposed new offerings

to compete in this evolving market, including for the trading

of tokenized equity securities and ETPs and the extension of

trading hours, may not be successful.

The modernization and globalization of world markets has

resulted in greater mobility of capital, greater international

participation in local markets and more competition. As a

result, both in the U.S. and in other countries, the competition

among exchanges and other execution venues has become

more intense. Marketplaces in both U.S. and Europe have

also merged to achieve greater economies of scale and scope.

Changes introduced to Nasdaq's products and services to

compete effectively may be unsuccessful.

18

Regulatory changes also have facilitated the entry of new

participants in the European Union that compete with our

European markets. The regulatory environment, both in the

U.S. and in Europe, is structured to maintain this

environment of intense competition. In addition, a high

proportion of business in the securities markets is becoming

concentrated in a smaller number of institutions and our

revenue may therefore become concentrated in a smaller

number of customers.

We also compete globally with other regulated exchanges

and markets, ATSs, MTFs and other traditional and non-

traditional execution venues. Some of these competitors also

are our customers. Competitors may develop market trading

platforms that are more competitive than ours. Competitors

may leverage data more effectively or enter into strategic

partnerships, mergers or acquisitions that could make their

trading, listings, clearing, data or technology businesses more

competitive than ours.

We face intense price competition in all areas of our

business. In particular, the trading industry is characterized

by price competition. We have in the past lowered prices, and

in the U.S., increased rebates for trade executions to attempt

to gain or maintain market share. These strategies have not

always been successful and have at times hurt operating

performance. Additionally, we have also been, and may once

again be, required to adjust pricing to respond to actions by

competitors and new entrants, or due to new SEC regulations,

which could adversely impact operating results. We also

compete with respect to the pricing of data products and with

respect to products for pre-trade book data and for post-trade

last sale data.

If we are unable to compete successfully in the industries in

which we do business, our business, financial condition and

operating results will be adversely affected.

System limitations or failures could harm our business.

Our businesses depend on the integrity and performance of

the technology, computer and communications systems

supporting them. If new systems fail to operate as intended or

our existing systems cannot expand to cope with increased

demand or otherwise fail to perform, we could experience

unanticipated disruptions in service, slower response times

and delays in the introduction of new products and services.

We could experience a systems failure due to human error by

our employees, contractors or vendors, electrical or

telecommunications failures or disruptions, hardware or

software failures or defects, cyberattacks, sabotage or similar

unexpected events. These consequences could result in

service outages, including to our exchanges, lower trading

volumes or values, financial losses, decreased customer

satisfaction, litigation and regulatory sanctions. Our products,

markets and the markets that rely on our technology have

experienced system failures and delays in the past and we

could experience future system failures and delays.

Although we maintain multiple computer facilities, and

leverage third party cloud providers, that are designed to

provide redundancy and back-up to reduce the risk of system

disruptions and have facilities in place that are expected to

maintain service during a system disruption, such systems

and facilities may prove inadequate. If trading volumes

increase unexpectedly or other unanticipated events occur,

we may need to expand and upgrade our technology,

transaction processing systems and network infrastructure.

We do not know whether we will be able to accurately

project the rate, timing or cost of any volume increases, or

expand and upgrade our systems and infrastructure to

accommodate any increases in a timely manner.

While we have programs in place to identify and minimize

our exposure to technology and communication system

vulnerabilities and work in collaboration with the technology

industry to share corrective measures with our business

partners, we cannot guarantee that such events will not occur

in the future. Any issue that causes an interruption in

services, including to our exchanges; decreases the

responsiveness of our services or otherwise affects our

services could impair our reputation, damage our brand name

and negatively impact our business, financial condition and

operating results.

We must continue to introduce new products, initiatives and

enhancements to maintain our competitive position.

We intend to launch new products and initiatives and

continue to explore and pursue opportunities to strengthen

our business and grow our company. We may spend

substantial time and money developing new products,

initiatives and enhancements to existing products, including,

for example, expanded trading hours on our exchanges. If

these products and initiatives are not successful or their

launches are delayed, we may not be able to offset their costs,

which could have an adverse effect on our business, financial

condition and operating results.

In our technology operations, we have invested substantial

amounts in the development of system platforms, the rollout

of our platforms and the adoption of new technologies,

including cloud-based infrastructure and AI. Although

investments are carefully planned, there can be no assurance

that the demand for such platforms or technologies will

justify the related investments. If we fail to generate adequate

revenue from planned system platforms or the adoption of

new technologies, or if we fail to do so within the envisioned

timeframe, it could have an adverse effect on our results of

operations and financial condition. In addition, clients may

delay purchases in anticipation of new products or

enhancements. We may allocate significant amounts of cash

and other resources to product technologies or business

models for which market demand is lower than anticipated.

In addition, the introduction of new products by competitors,

the emergence of new industry standards or the development

of entirely new technologies to replace existing product

offerings could render our existing or future products

obsolete.

19

A decline in trading and clearing volumes or values or

market share will decrease our trading and clearing

revenues.

Trading and clearing volumes and values are directly affected

by economic, political and market conditions, broad trends in

business and finance, unforeseen market closures or other

disruptions in trading, the level and volatility of interest rates,

inflation, changes in price levels of securities and the overall

level of investor confidence. Over the past several years,

trading and clearing volumes and values across our markets

have fluctuated significantly depending on market conditions

and other factors beyond our control. Because a significant

percentage of our revenues is tied directly to the volume or

value of securities traded and cleared on our markets, it is

likely that a general decline in trading and clearing volumes

or values would lower revenues and may adversely affect our

operating results if we are unable to offset falling volumes or

values through pricing changes. Declines in trading and

clearing volumes or values may also impact our market share

or pricing structures and adversely affect our business and

financial condition.

If our total market share in securities decreases relative to our

competitors, our venues may be viewed as less attractive

sources of liquidity. If our exchanges are perceived to be less

liquid, then our business, financial condition and operating

results could be adversely affected.

Since some of our exchanges offer clearing services in

addition to trading services, a decline in market share of

trading could lead to a decline in clearing and depository

revenues. Declines in market share also could result in issuers

viewing the value of a listing on our exchanges as less

attractive, thereby adversely affecting our listing business.

Finally, declines in market share of Nasdaq-listed securities,

or recently adopted SEC rules and regulations, could lower

The Nasdaq Stock Market’s share of tape pool revenues

under the consolidated data plans, thereby reducing the

revenues of our U.S. Tape plans business.

Our role in the global marketplace positions us at greater

risk for a cyberattack.

Our systems and operations are vulnerable to damage,

misappropriation or disruption from security breaches. Some

of these threats include attacks from foreign governments,

hacktivists, insiders and criminal organizations. Foreign

governments may seek to obtain a foothold in U.S. critical

infrastructure, hacktivists may seek to deploy denial of

service attacks to bring attention to their cause, insiders may

pose a risk of human error or malicious activity and criminal

organizations may seek to profit by gaining control of

company systems or accounts or from stolen data via

ransomware or other means, such as social engineering,

including deepfake scams, compromised business email or

other methods. Our hybrid work model and our global

footprint elevate cybersecurity and operational risks,

particularly in geographies with adversary nation-states and/

or unreliable law enforcement. Given our position in the

global securities industry, we may be more likely than other

companies to be a direct target, or an indirect casualty, of

such events. During periods of war or global geopolitical

uncertainty, cyber threats may increase from foreign

governments or hacktivists to our exchange infrastructure and

offerings, and to our vendors and international employees.

While we continue to employ and invest resources to monitor

our systems and protect our infrastructure, these measures

may prove insufficient due to the continuously evolving

nature of threat activity. Any system issue, whether as a

result of an intentional breach, collateral damage from a

cybersecurity incident involving our supply chain vendors, a

negligent or malicious act by an insider, or the use of AI by

bad actors, including the use of such tools to engage in social

engineering or similar activities, or due to a cybersecurity

breach of a customer that results in a loss of our data or

compromises our systems or those of our other customers

utilizing the same products, could damage our reputation and

result in: a loss of customers; disrupted customer

relationships; the loss of our IP or sensitive data; lower

trading volumes or values, significant liabilities, litigation or

regulatory fines; or otherwise have a negative impact on our

business, our products and services, financial condition and

operating results. A system breach may go undetected for an

extended period of time. There can be no assurance we will

be able to identify and mitigate every incident involving

cybersecurity attacks, breaches or incidents.

Expanded cybersecurity regulations, and increased

cybersecurity infrastructure and compliance costs, may

adversely impact our results of operations.

As cybersecurity threats continue to increase in frequency

and sophistication, and as the domestic and international

regulatory and compliance structure related to information,

cybersecurity, data privacy, resiliency and data usage

becomes increasingly complex and exacting, we may be

required to devote significant additional resources to

strengthen our cybersecurity capabilities, and to identify and

remediate any security vulnerabilities. Compliance with laws

and regulations concerning cybersecurity, data privacy,

resiliency and data usage could result in significant expense,

and any failure to comply could result in proceedings against

us by regulatory authorities or other third parties. Costs for

bolstering cybersecurity capabilities, and increased

cybersecurity and data privacy compliance costs, could

adversely impact our business, financial condition and

operating results. Additionally, our clients increasingly

demand rigorous contractual, certification and audit

provisions regarding cybersecurity, data protection and data

usage, which may also increase our overall compliance

burden and costs in meeting such obligations.

20

The success of our business depends on our ability to keep

up with rapid technological and other competitive changes

affecting our industry. Specifically, we must complete

development of, successfully implement and maintain

platforms that have the functionality, performance,

capacity, reliability and speed required by our business and

our regulators, as well as by our customers.

The markets in which we compete are characterized by

rapidly changing technology, evolving industry and

regulatory standards, frequent enhancements to existing

products and services, the adoption of new services and

products and changing customer demands. We are reliant on

our customers that purchase our on-premises solutions to

maintain a certain level of network infrastructure for our

products to operate and to allow for our support of those

products, and to secure our software and other proprietary

materials stored in such systems, and there is no assurance

that a customer will implement such measures. We may not

be able to keep up with rapid technological and other

competitive changes affecting our industry. For example, we

must continue to enhance our platforms and, where relevant,

our customers', to remain competitive as well as to address

our regulatory responsibilities, and our business will be

negatively affected if our platforms or the technology

solutions we sell to our customers fail to function as

expected. If we are unable to develop our platforms to

include other products and markets, or if our platforms do not

have the required functionality, performance, capacity,

reliability and speed required by our business and our

regulators, as well as by our customers, we may not be able

to compete successfully. Further, our failure to anticipate or

respond adequately to changes in emerging technology and

customer preferences, such as trading and settlement of

tokenized equity securities and ETP's or extended trading

hours on our exchanges, or any significant delays in product

development efforts, could have a material adverse effect on

our business, financial condition and operating results.

Our AI initiatives and the use of AI in certain of our

existing products may be unsuccessful and may give rise to

various risks, which could adversely affect our business,

reputation, or operating results.

We have made, and are continuing to make, significant

investments in AI including generative AI and agentic AI, to,

among other things, develop new products or features for our

existing products, including our anti-financial crime, equity

trading, investor relations, financial reporting, and investment

analytics solutions, and to enhance and refine our internal

business operations. As generative and agentic AI are new

and evolving technologies in the early stages of commercial

use, there are significant risks involved in the development

and deployment of these technologies, and there can be no

assurance that the use of AI will enhance our products or

services or improve our business or operating results. Market

acceptance of generative and agentic AI technologies is

evolving, and we may be unsuccessful in our product

development efforts. Moreover, our AI-related product

initiatives and offerings, or use in our internal business

operations, may give rise to risks related to harmful content,

accuracy, bias, discrimination, autonomous decision-making

or action, IP infringement, the ability to obtain IP protection,

misappropriation or leakage of IP, defamation, data privacy,

and cybersecurity, among others. As we integrate third-party

AI models into our product initiatives and offerings, we face

risks in how such third-party AI models were developed and

deployed, including situations in which the third-party may

lack a proper license or consent for the training data used for

their model, or used insufficient safeguards regarding

harmful content, accuracy, bias or other variables of the data.

The use and availability of third-party AI models in our

solutions may give rise to legal liability, including IP

infringement claims. In addition, these risks include the

possibility of the introduction of new or enhanced laws or

regulations or novel enforcement of existing laws to uses of

AI, for which compliance may be costly and burdensome or

involve changes to our business practices or products,

litigation or other legal liability, or additional oversight,

audits or enforcement under existing laws or regulations. The

use of AI, including third-party AI models used in our

products or solutions, may also give rise to ethical concerns

or negative public perceptions, which may cause brand or

reputational harm. Additionally, our competitors may be

developing their own AI products and technologies, which

may be superior in features or functionality, or cost, to our

offerings. Any of these factors could adversely affect our

business, reputation, or operating results.

Failure to attract and retain key personnel may adversely

affect our ability to conduct our business.

Our future success depends, in large part, upon our ability to

attract and retain highly qualified and skilled professional

personnel that can learn and embrace new technologies. In

the current tight labor market, we have intensified our efforts

to recruit and retain talent. Competition for key personnel in

the various localities and business segments in which we

operate is intense. We have, and may continue to, experience

higher compensation costs to retain personnel, and hire new

talent, that may not be offset by improved productivity,

higher revenues or increased sales. Our ability to attract and

retain key personnel, in particular senior officers, technology

personnel and global talent, including from companies that

we acquire, will be dependent on a number of factors,

including prevailing market conditions, changes in

immigration policy and laws, regulations regarding employee

mobility and international travel, office/remote working

arrangements and compensation and benefit packages offered

by companies competing for the same talent. There is no

guarantee that we will have the continued service of key

employees who we rely upon to execute our business strategy

and identify and pursue strategic opportunities and initiatives.

Our ability to execute our business strategy could be

impaired if we are unable to replace such persons without

incurring significant costs or in a timely manner or at all.

21

We are exposed to credit, liquidity and counterparty risks

from our clearinghouse operations and third-party

relationships that could adversely affect our financial

position and results of operations.

Our clearinghouse operations expose us to counterparty and

liquidity risks, including potential defaults by clearing

members and insufficiencies in margins or default funds. We

guarantee cleared contracts and assume counterparty risk for

all transactions cleared through Nasdaq Clearing, including

equity-related and fixed-income derivatives, commodities,

and repurchase agreements. While we enforce minimum

financial criteria for clearing membership eligibility, require

members and investors to provide collateral, and maintain

established risk policies and clearing capital resources, these

measures do not provide absolute assurance against defaults

by our counterparties or financial losses, or that collateral

provided is sufficient at all times.

Additionally, we face credit risk from customers,

counterparties, clearing agents, and transaction and

subscription-based revenues billed in arrears, as these parties

may default due to bankruptcy, lack of liquidity, operational

failure, or other reasons.

The financial distress or failure of counterparties could result

in negative financial impact, reputational harm, regulatory

consequences, litigation or regulatory enforcement actions.

Credit losses such as those described above could adversely

affect our consolidated financial position and results of

operations.

Stagnation or decline in the listings market could have an

adverse effect on our revenues.

The market for listings is dependent on the prosperity of

companies and the availability of risk capital. A stagnation or

decline in the number of new listings, or an increase in the

number of delistings, either due to market factors or our

listing standard changes, on The Nasdaq Stock Market and

the Nasdaq Nordic and Nasdaq Baltic exchanges could cause

a decrease in revenues for future years. A prolonged decrease

in the number of listings, failure of existing SPACs to

successfully complete transactions with target companies and

dissolve or an increase in the number of delistings, could

negatively impact the growth of our revenues. Our corporate

solutions business is also impacted by declines in the listings

market or increases in acquisitions, privatizations or

bankruptcies as there may be fewer publicly-traded

customers that need our products.

RISKS RELATED TO TRANSACTIONAL

ACTIVITIES AND STRATEGIC RELATIONSHIPS

We may not be able to successfully integrate acquired

businesses, which may result in an inability to realize the

anticipated benefits of our acquisitions.

We must rationalize, coordinate and integrate the operations

of our acquired businesses. This process involves complex

technological, operational and personnel-related challenges,

which are time-consuming and expensive and may disrupt

our business. The difficulties, costs and delays that could be

encountered may include:

•difficulties, costs or complications in combining the

companies’ operations, including technology platforms,

security measures and infrastructure or regulatory or legal

non-compliance that may need greater remediation than

anticipated, which could lead to us not achieving the

synergies or efficiencies we anticipate or customers not

renewing their contracts with us as we migrate platforms;

•incompatibility of systems and operating methods;

•reliance on, or provision of, transition services;

•inability to use capital assets efficiently to develop the

business of the combined company and achieve revenue

growth, including cross-sell activity;

•difficulties of complying with government-imposed

regulations in the U.S. and abroad, which may be

conflicting;

•resolving possible inconsistencies in standards, controls,

procedures and policies, business cultures and

compensation structures;

•the diversion of management’s attention from ongoing

business concerns and other strategic opportunities;

•difficulties in operating businesses we have not operated

before;

•difficulties of integrating multiple acquired businesses

simultaneously;

•the retention of key employees and management;

•the implementation of disclosure controls, internal controls

and financial reporting systems at non-U.S. subsidiaries to

enable us to comply with U.S. GAAP and U.S. securities

laws and regulations, including the Sarbanes-Oxley Act of

2002, required as a result of our status as a reporting

company under the Exchange Act;

•the coordination of geographically separate organizations;

•the coordination and consolidation of ongoing and future

research and development efforts;

•possible tax costs or inefficiencies associated with

integrating the operations of a combined company;

•the retention of strategic partners and attracting new

strategic partners; and

•negative impacts on employee morale and performance as

a result of job changes and reassignments.

22

Foreign acquisitions, or acquisitions involving companies

with numerous foreign subsidiaries, involve risks in addition

to those mentioned above, including those related to

integration of operations across different cultures and

languages, our ability to enforce contracts in various

jurisdictions, currency risks and the particular economic,

political and regulatory risks associated with specific

countries. We may not be able to address these risks

successfully, or at all, without incurring significant costs,

delays or other operating problems that could disrupt our

business and have a material adverse effect on our financial

condition.

For these reasons, we may not achieve the anticipated

financial and strategic benefits from our acquisitions. Any

actual efficiencies and synergies may be lower than we

expect and may take a longer time to achieve than we

anticipate, and we may fail to realize the anticipated benefits

of acquisitions.

We rely on third parties to perform certain functions, and

our business could be adversely affected if these third

parties fail to perform as expected or experience service

interruptions affecting our operations.

We rely on third parties for regulatory, data center, cloud

computing, data storage and processing, connectivity, data

content, clearing, maintaining markets and exchange liquidity

and other services. Interruptions or delays in services from

our third-party providers could impair our services or their

delivery and harm our business. Upon expiration or

termination of any of our agreements with third-party

vendors, we may not be able to replace the services provided

to us in a timely manner or on terms and conditions that are

favorable to us, and a transition from one vendor to another

vendor could be difficult or costly due to the complexity of

our operations.

Certain of our vendors may also be affected by the same

disruptions affecting us, further amplifying the impact of an

outage or service interruption on our offerings. To the extent

that any of our vendors or other third-party service providers

experience difficulties or a significant disruption, breach or

outage, materially changes their business relationship with us

or fails or delays for any reason to perform their obligations,

including due to geopolitical instability, our business or our

reputation may be materially adversely affected.

Our access to cloud service provider infrastructure could be

limited by a number of events, including technical or

infrastructure failures, natural disasters or cybersecurity

attacks. As we continue to grow our SaaS businesses, our

dependency on the continuing operation and availability of

these cloud service providers increases. If our cloud services

from third party providers are unavailable to us for any

reason, or there are cloud service disruptions or a delay or

inability to access our exchanges, platforms or certain of our

cloud products or features, such unavailability or delays may

adversely affect our clients, which could significantly impact

our reputation, operations, business, and financial results.

AWS operates a platform that we use to provide exchange

and other services to our clients, and therefore we are

vulnerable to service outages on the AWS platform that

affect Nasdaq workloads running or stored in the AWS

environment. While certain of our offerings were affected by

the AWS outage in October 2025, the outage did not affect

trading on our exchanges. If AWS does not deliver our

system requirements on time, fails to provide maintenance

and support to our specifications or a migration experiences

integration challenges, the successful migration of the

relevant workload to, or the availability of the relevant

service on, the AWS cloud platform may be significantly

delayed, which may adversely affect our reputation and

financial results.

We also rely on members of our trading community to

maintain markets and add liquidity. To the extent that any of

our largest members experience difficulties, materially

change their business relationship with us or are unable for

any reason to perform market-making activities, our business

or our reputation may be materially adversely affected.

We may be required to recognize impairments of our

goodwill, intangible assets or other long-lived assets in the

future.

Our business acquisitions typically result in the recording of

goodwill and intangible assets, and the recorded values of

those assets may become impaired in the future. As of

December 31, 2025, goodwill totaled $14.4 billion and

intangible assets, net of accumulated amortization, totaled

$6.5 billion. The determination of the value of such goodwill

and intangible assets requires management to make estimates

and assumptions that affect our consolidated financial

statements.

We assess goodwill and intangible assets, as well as other

long-lived assets, including equity method investments,

equity securities, and property and equipment, for potential

impairment on an annual basis or more frequently if

indicators of impairment arise. We estimate the fair value of

such assets by assessing many factors, including historical

performance and projected cash flows. Considerable

management judgment is necessary to project future cash

flows and evaluate the impact of expected operating and

macroeconomic changes on these cash flows. The estimates

and assumptions we use are consistent with our internal

planning process. However, there are inherent uncertainties

in these estimates.

We may experience future events that may result in asset

impairments. Future disruptions to our business, prolonged

economic weakness, due to pandemics or otherwise, or

significant declines in operating results at any of our

reporting units or businesses, may result in impairment

charges to goodwill, intangible assets or other long-lived

assets. A significant impairment charge in the future could

have a material adverse effect on our operating results.

23

Acquisitions, divestments, investments, joint ventures and

other transactional activities may require significant

resources and/or result in significant unanticipated losses,

costs or liabilities.

Over the past several years, acquisitions, have been, or could

be, significant factors in our growth. We have also divested

businesses and may continue to divest additional businesses

or assets in the future. Although we cannot predict our

transactional activities, we believe that additional

acquisitions, divestments, investments, joint ventures and

other transactional activities will be important to our strategy.

Such transactions may be material in size and scope. Our

competitors may have greater financial resources than we

have to pursue certain acquisitions.

We also invest in early-stage companies through our Nasdaq

Ventures program and hold minority interests in other

entities. We generally do not have operational control of

these entities and may have limited visibility into risk

management practices. We may be subject to financial and

reputational risks if there are operational failures at such

companies.

We may finance future transactions by issuing additional

equity and/or debt. The issuance of additional equity in

connection with any such transaction could be substantially

dilutive to existing shareholders. In addition, the

announcement or implementation of future transactions by us

or others could have a material effect on the price of our

common stock. The issuance of additional debt could

increase our leverage substantially. Additional debt may

reduce our liquidity, curtail our access to financing markets,

impact our standing with credit rating agencies and increase

the cash flow required for debt service. Any incremental debt

incurred to finance a transaction could also place significant

constraints on the operation of our business.

Furthermore, any future transactions could entail a number of

additional risks, including:

•the inability to maintain key pre-transaction business

relationships;

•increased operating costs;

•the inability to meet our target for return on invested

capital;

•increased debt obligations, which may adversely affect our

targeted debt ratios;

•changes in our credit rating and financing costs;

•risks to the continued achievement of our strategic

direction;

•risks associated with divesting employees, customers or

vendors when divesting businesses or assets;

•declines in the value of investments;

•exposure to unanticipated liabilities, including after a

transaction is completed;

•incurred but unreported claims for an acquired company;

and

•difficulties in realizing projected efficiencies and

synergies.

RISKS RELATED TO LIQUIDITY AND CAPITAL

RESOURCES

A downgrade of our credit rating could increase the cost of

our funding from the capital markets.

Our debt is currently rated investment grade by two of the

major rating agencies. These rating agencies regularly

evaluate us, and their ratings of our long-term debt and

commercial paper are based on a number of factors, including

our financial strength and corporate development activity, as

well as factors not entirely within our control, including

conditions affecting our industry generally. There can be no

assurance that we will maintain our current ratings. Our

failure to maintain such ratings could reduce or eliminate our

ability to issue commercial paper and adversely affect the

cost and other terms upon which we are able to obtain

funding and increase our cost of capital. A reduction in credit

ratings would also result in increases in the cost of our

commercial paper and other outstanding debt as the interest

rate on the outstanding amounts under our credit facilities

and our senior notes fluctuates based on our credit ratings.

Our leverage limits our financial flexibility, increases our

exposure to weakening economic conditions and may

adversely affect our ability to obtain additional financing.

Our indebtedness as of December 31, 2025 was $9.0 billion.

We may borrow additional amounts by utilizing available

liquidity under our existing credit facilities, issuing additional

debt securities or issuing short-term, unsecured commercial

paper notes through our commercial paper program.

Our leverage and reliance on the capital markets could:

•reduce funds available to us for operations and general

corporate purposes or for capital expenditures as a result of

the dedication of a substantial portion of our consolidated

cash flow from operations to the payment of principal and

interest on our indebtedness;

•increase our exposure to a continued downturn in general

economic conditions;

•place us at a competitive disadvantage compared with our

competitors with less debt;

•affect our ability to obtain additional financing in the future

for refinancing indebtedness, acquisitions, working capital,

capital expenditures or other purposes; and

•increase our cost of debt and reduce or eliminate our ability

to issue commercial paper.

In addition, we must comply with the covenants in our credit

facilities. Among other things, these covenants restrict our

ability to effect certain fundamental transactions, dispose of

certain assets, incur additional indebtedness and grant liens

on assets. Failure to meet any of the covenant terms of our

24

credit facilities could result in an event of default. If an event

of default or cross-default occurs, and we are unable to

receive a waiver of default, our lenders may increase our

borrowing costs, restrict our ability to obtain additional

borrowings and accelerate repayment of all amounts

outstanding.

We will need to invest in our operations to maintain and

grow our business and to integrate acquisitions, and we

may need additional funds, which may not be readily

available.

We depend on the availability of adequate capital to maintain

and develop our business. Although we believe that we can

meet our current capital requirements from internally

generated funds, cash on hand and borrowings under our

revolving credit facility and commercial paper program, if

the capital and credit markets experience volatility, access to

capital or credit may not be available on terms acceptable to

us or at all. Rising interest rates could adversely affect our

ability to pursue new financing opportunities, and it may be

more expensive for us to issue new debt securities. Limited

access to capital or credit in the future could have an impact

on our ability to refinance debt, maintain our credit rating,

meet our regulatory capital requirements, engage in strategic

initiatives, make acquisitions or strategic investments in other

companies, pay dividends, repurchase our stock or react to

changing economic and business conditions. If we are unable

to fund our capital or credit requirements, it could have an

adverse effect on our business, financial condition and

operating results.

In addition to our debt obligations, we will need to continue

to invest in our operations for the foreseeable future to

integrate acquired businesses and to fund new initiatives. If

we do not achieve the expected operating results, we will

need to reallocate our cash resources. This may include

borrowing additional funds to service debt payments, which

may impair our ability to make investments in our business

or to integrate acquired businesses.

If we need to raise funds through incurring additional debt,

we may become subject to covenants more restrictive than

those contained in our credit facilities, the indentures

governing our notes and our other debt instruments.

Furthermore, if adverse economic conditions occur, we could

experience decreased revenues from our operations which

could affect our ability to satisfy financial and other

restrictive covenants to which we are subject under our

existing indebtedness.

RISKS RELATED TO LEGAL AND REGULATORY

MATTERS

We operate several of our businesses in highly regulated

industries and may be subject to censures, fines and

enforcement proceedings if we fail to comply with

regulatory obligations that can be ambiguous and can

change unexpectedly.

We operate several of our businesses in highly regulated

industries and are subject to extensive regulation in the U.S.,

Europe and Canada. The securities trading industry is subject

to significant regulatory oversight and could be subject to

increased governmental and public scrutiny in the future that

can change in response to global conditions and events, or

due to changes in trading patterns, such as due to the recent

volatility involving the trading of certain stocks. Recent

domestic and worldwide political developments, including

shifts in digital assets trading policy and regulatory and

enforcement priorities, have added additional uncertainty

with respect to both new laws and regulations and

interpretations or enforcement of existing laws and

regulations. Changes in regulatory policies regarding

tokenized securities, synthetic assets or other digital assets

may enable new market entrants and competitors to offer

these products under a different, less onerous regulatory

regime, which may affect our business, clients and results of

operations.

Our ability to comply with complex and changing regulation

is largely dependent on our establishment and maintenance of

compliance, audit and reporting systems that can quickly

adapt and respond, as well as our ability to attract and retain

qualified compliance and other risk management personnel.

There is no assurance that our policies and procedures will

always be effective or that we will always be successful in

monitoring or evaluating the risks to which we are or may be

exposed.

Our regulated markets are subject to audits, investigations,

administrative proceedings and enforcement actions relating

to compliance with applicable rules and regulations.

Regulators have broad powers to impose fines, penalties or

censure, issue cease-and-desist orders, prohibit operations,

revoke licenses or registrations and impose other sanctions

on our exchanges, broker-dealers, central securities

depositories, clearinghouse and markets for violations of

applicable requirements.

In the future, we could be subject to regulatory investigations

or enforcement proceedings that could result in substantial

sanctions, including revocation of our operating licenses.

Any such investigations or proceedings, whether successful

or unsuccessful, could result in substantial costs, the

diversion of resources, including management time, and

potential harm to our reputation, which could have a material

adverse effect on our business, results of operations or

financial condition. In addition, our exchanges could be

required to modify or restructure their regulatory functions in

response to any changes in the regulatory environment, or

they may be required to rely on third parties to perform

regulatory and oversight functions, each of which may

require us to incur substantial expenses and may harm our

reputation if our regulatory services are deemed inadequate.

The regulatory framework under which we operate and new

regulatory requirements or new interpretations of existing

regulatory requirements could require substantial time and

resources for compliance, which could make it difficult and

costly for us to operate our business.

Under current U.S. federal securities laws, changes in the

rules and operations of our securities markets, including our

25

pricing structure, must be reviewed and in many cases

explicitly approved by the SEC. The SEC may approve,

disapprove, or recommend changes to proposals that we

submit. In addition, the SEC may delay either the approval

process or the initiation of the public comment process.

Favorable SEC rulings and interpretations can be challenged

in and reversed by federal courts of appeals, reducing or

eliminating the value of such prior interpretations. Any delay

in approving changes, or the altering of any proposed change,

could have an adverse effect on our business, financial

condition and operating results.

We must compete not only with non-exchanges, such as

ATSs that are not subject to the same SEC approval

requirements and processes, but also with other exchanges

that may have lower regulation and surveillance costs than

us. There is a risk that trading will shift to exchanges or non-

exchanges that charge lower fees because, among other

reasons, they invest less in regulation.

In 2016, the SEC approved a plan for Nasdaq and other

exchanges to establish a CAT to improve regulators’ ability

to monitor trading activity. Implementation of a CAT has

resulted in significant additional expenditures, including to

implement the costly and complex new technology. In

September 2023, the SEC approved a “Funding Model” for

the CAT that allocated one-third of CAT expenses to the

SROs, including Nasdaq, and two-thirds of CAT expenses to

the industry. This SEC approval order was appealed to the

11th Circuit U.S. Court of Appeals, which issued an opinion

in July 2025 vacating the Funding Model. The court's

decision was subject to a temporary stay that expired at the

end of November 2025. As a result, we may be subject to a

delay in recovering expenses or be unable to recover those

expenses. The SROs have yet to seek reimbursement for a

portion of their expenses related to delivery of certain

technology. If the SEC determines that we failed to timely or

properly deliver the technology, we may forfeit recovery of

an undetermined portion of those expenses. As of December

31, 2025, we have an outstanding net receivable of $99

million in connection with our portion of expenses related to

the CAT implementation.

In addition, our registered broker-dealer subsidiaries are

subject to regulation by the SEC, FINRA and other SROs.

These subsidiaries are subject to regulatory requirements

intended to ensure their general financial soundness and

liquidity, which require that they comply with certain

minimum capital requirements. The SEC and FINRA impose

rules that require notification when a broker-dealer’s net

capital falls below certain predefined criteria, dictate the ratio

of debt to equity in the regulatory capital composition of a

broker-dealer and constrain the ability of a broker-dealer to

expand its business under certain circumstances.

Additionally, the SEC’s Uniform Net Capital Rule and

FINRA rules impose certain requirements that may have the

effect of prohibiting a broker-dealer from distributing or

withdrawing capital and requiring prior notice to the SEC and

FINRA for certain withdrawals of capital. Any failure to

comply with these broker-dealer regulations could have a

material adverse effect on the operation of our business,

financial condition and operating results.

Our non-U.S. business is subject to regulatory oversight in all

the countries in which we operate regulated businesses, such

as exchanges, clearinghouses or central securities

depositories. In these countries, we have received

authorization from the relevant authorities to conduct our

regulated business activities. The authorities may issue

regulatory fines or may ultimately revoke our authorizations

if we do not suitably carry out our regulated business

activities. The authorities are also entitled to request that we

adopt measures in order to ensure that we continue to fulfill

the authorities’ requirements. We are also subject to current

and forthcoming regulations applicable to the financial

services sector generally including, but not limited to,

DORA. Such regulations may impact our operational,

contracting and compliance costs by requiring the

implementation of new risk management procedures,

requirements for procuring information and communication

technology services, and ongoing processes to monitor

compliance; failure to maintain compliance may cause us to

be subject to regulatory actions and fines. Additionally, we

are subject to the obligations under the Benchmarks

Regulation ((EU) 2016/1011), compliance with which could

be costly or cause a change in our business practices.

Certain of our customers operate in a highly regulated

industry. Regulatory authorities could impose regulatory

changes that could impact the ability of our customers to use

our exchanges. The loss of a significant number of customers

or a reduction in trading activity on any of our exchanges as a

result of such changes could have a material adverse effect on

our business, financial condition and operating results. In

addition, regulatory changes could impact the ability of

current or prospective customers to procure commercial

services from us, increase our cost of delivery or performance

due to regulatory-driven changes to services or related

business processes and lengthen sales cycles as customers are

required to conduct additional diligence and contracting

processes prior to procuring our services.

Regulatory changes and changes in market structure and

proprietary data could have a material adverse effect on our

business.

Regulatory changes adopted by the SEC or other regulators

with respect to our markets and to the instruments traded on

our markets, and regulatory changes that our markets may

adopt in fulfillment of their regulatory obligations, could

materially affect our business operations. In recent years,

there has been increased regulatory and governmental focus

on issues affecting the securities markets, including market

structure, technological oversight and fees for proprietary

market data, connectivity and transactions. The SEC, FINRA

and the national securities exchanges have introduced several

initiatives to ensure the oversight, integrity and resilience of

markets. Additionally, new market models, new instruments,

and new uses of technology are emerging that could

adversely impact us. Congress and federal regulators are

26

considering regulating digital assets, tokenization of equities,

and prediction markets. The outcome of those deliberations

could adversely impact our current markets and future plans.

Our regulated businesses can be severely impacted by policy

decisions. In September 2024, the SEC adopted a rule that

would significantly reduce the fees that exchanges are

permitted to charge for access to liquidity quoted on the

exchange, with a resulting reduction in the ability of

exchanges to pay rebates to attract liquidity. Nasdaq

petitioned the U.S. Court of Appeals for the District of

Columbia Circuit to vacate the proposed rule, and in October

2025, Nasdaq's petition for review was denied. The SEC

issued temporary exemptive relief from compliance with the

portions of the rule that Nasdaq challenged until November

2026. Since the rule was not vacated, we will adjust our

business model in accordance with the rule, and the

implementation of the rule in November 2026 may adversely

impact our business and revenue.

In Canada, all new marketplace fees and changes to existing

fees, including trading and market data fees, must be filed

with and approved by the Ontario Securities Commission.

The Canadian Securities Administrators adopted a Data Fees

Methodology that restricts the total amount of fees that can

be charged for professional uses by all marketplaces to a

reference benchmark. Currently, all marketplaces are subject

to annual reviews of their market data fees tying market data

revenues to pre- and post-trade market share metrics.

Permitted fee ranges are based on an interim domestic

benchmark that is subject to change to an international

benchmark, which could lower the permitted fees charged by

marketplaces, which could adversely impact our revenues.

Our European exchanges currently offer market data products

to customers on a non-discriminatory and reasonable

commercial basis. The MiFID II/MiFIR rules entail that the

price for regulated market data such as pre- and post-trade

data shall be based on cost plus a reasonable margin.

However, these terms are not clearly defined. There is a risk

that a different interpretation of these terms may influence

the fees for European market data products adversely. In

addition, any future actions by European Union institutions

could affect our ability to offer market data products in the

same manner as today, thereby causing an adverse effect on

our market data revenues.

We are subject to litigation risks, risks from compliance

obligations and associated enforcement risks, and other

liabilities.

Many aspects of our business potentially involve substantial

liability risks. Although under current law we are immune

from private suits arising from conduct within our regulatory

authority and from acts and forbearances incident to the

exercise of our regulatory authority, this immunity only

covers certain of our activities in the U.S., and we could be

exposed to liability under national and local laws, court

decisions and rules and regulations promulgated by

regulatory agencies.

We face risks related to compliance with economic sanctions

(including those administered by the U.S. Office of Foreign

Assets Control), export controls, corruption (including the

U.S. Foreign Corrupt Practices Act) and money laundering.

While we maintain compliance programs to prevent and

detect potential violations, such programs cannot completely

eliminate the risk of non-compliance. Since our Financial

Crime Management Technology and surveillance solutions

are important offerings, a significant compliance event

involving one of these areas could more negatively impact

our business than a comparable business without this service

offering.

Liability could also result from disputes over the terms of a

trade, claims that a system failure or delay cost a customer

money, claims we entered into an unauthorized transaction or

claims that we provided materially false or misleading

statements in connection with a securities transaction.

Although we carry insurance that may limit our risk of

damages in some cases, we still may incur significant legal

expenses and may sustain uncovered losses or losses in

excess of available insurance that would affect our business,

financial condition and results of operations.

We have self-regulatory obligations and also operate for-

profit businesses, and these two roles may create conflicts

of interest.

We have obligations to regulate and monitor activities on our

markets and ensure compliance with applicable law and the

rules of our markets by market participants and listed

companies. In the U.S., some have expressed concern about

potential conflicts of interest of “for-profit” markets

performing the regulatory functions of an SRO. We perform

regulatory functions and bear regulatory responsibility related

to our listed companies and our markets. Any failure by us to

diligently and fairly regulate our markets or to otherwise

fulfill our regulatory obligations could significantly harm our

reputation, prompt SEC scrutiny and adversely affect our

business and reputation.

Our Nordic and Baltic exchanges monitor trading and

compliance with listing standards in accordance with the

European Union’s Market Abuse Regulation and other

applicable laws. Any failure to diligently and fairly regulate

the Nordic and Baltic exchanges could significantly harm our

reputation, prompt scrutiny from regulators and adversely

affect our business and reputation.

Laws and regulations regarding security and safeguarding

of our systems and services, protection of sensitive customer

data and the handling of personal data and information

may affect our services or result in increased costs, legal

claims or fines against us.

Our business operates certain systems that may be considered

“critical infrastructure” under certain regulations and licenses

or sells certain systems or services to customers that are used

by customers in their role as providers of critical

infrastructure or to fulfill certain core business requirements

or process certain sensitive data. New cybersecurity, privacy,

27

data sovereignty, and resiliency regulations may impact the

requirements and cost of delivery for impacted systems and

services and, in the event of an incident, increase the cost and

complexity of our response and the potential financial and

reputation impact from fines or private litigation. These

regulations may also impact customer decision making and

conditions on contracting for our services.

Our businesses and internal operations rely on the processing

of data in many jurisdictions and the movement of data,

including personal data, across national borders. Legal and

contractual requirements relating to the processing, including,

but not limited to, collection, storage, handling, use,

disclosure, transfer and security, and brokering, of personal

data continue to evolve and regulatory scrutiny and customer

requirements in this area are increasing around the world.

Significant uncertainty exists as privacy and data protection

laws may be interpreted and applied differently across

jurisdictions and may create inconsistent or conflicting

requirements with privacy and other laws to which we are

subject.

Laws and regulations such as the European Union and United

Kingdom General Data Protection Regulation, the California

Privacy Rights Act and other comparable laws and

regulations adopted globally and within the United States and

Canada can apply to our processing of their residents’

personal data by Nasdaq legal entities regardless of the

location of such entities; such laws may also require our

customers located in such jurisdictions to contractually

obligate our compliance.

In addition to directly applying to some of our business

activities, these laws and industry-specific regulations, such

as the Health Insurance Portability and Accountability Act

and the Gramm-Leach-Bliley Act, impact many of our

customers, which may affect their decisions to purchase our

services. As a supplier to such customers, regulators may

engage in direct enforcement actions or seek to impose

liability on us if we do not comply with applicable

regulations. Our efforts to comply with privacy and data

protection laws may entail substantial expenses, may divert

resources from other initiatives and projects, and could

impact the services that we offer. The enactment of more

restrictive laws, rules or regulations, future enforcement

actions or investigations, or the creation of new rights to

pursue damages could impact us through increased costs or

restrictions on our business, and noncompliance could result

in regulatory penalties and significant legal liability.

Changes in tax laws, regulations or policies could have a

material adverse effect on our financial results.

Changes in tax laws, regulations, trade policies or other

policies could result in us having to pay higher taxes or

operating expenses, which may reduce our net income, or

could adversely affect our ability to continue our capital

allocation program, purchase additional energy tax credits or

effect strategic transactions in a tax-favorable manner. In

addition, such changes, including federal or state financial

transaction taxes, may increase the cost of our offerings or

services, which may cause our clients to reduce their use of

our services. Any changes to laws, regulations, policies or

other legal restrictions regarding the employment, staffing,

supervision or business activities of international or non-U.S.

citizen employees of U.S. companies may adversely affect

our results of operations.

Some of our subsidiaries are subject to tax in the jurisdictions

in which they are organized or operate, and in computing our

tax obligation in these jurisdictions, we take various tax

positions. We cannot ensure that upon review of these

positions, the applicable authorities will agree with our

positions. A successful challenge by a tax authority could

result in additional taxes imposed on our clients or our

subsidiaries.

RISKS RELATED TO INTELLECTUAL PROPERTY

AND BRAND REPUTATION

Damage to our reputation or brand name could have a

material adverse effect on our businesses.

One of our competitive strengths is our strong reputation and

brand name. Various issues may give rise to reputational risk,

including issues relating to:

•our ability to maintain the security of our data and systems;

•the quality and reliability of our technology platforms and

systems;

•the ability to fulfill our regulatory obligations;

•the ability to execute our business plan, key initiatives or

new business ventures and the ability to keep up with

changing customer demand;

•the representation of our business in the media;

•the accuracy of our financial statements, other financial

and statistical information or sustainability-related

disclosures;

•the accuracy of our financial guidance or other information

provided to our investors;

•the quality of our corporate governance structure;

•the quality of our products the reliability of our solutions

and the accuracy of our information and data offerings;

•the quality of our disclosure controls or internal controls

over financial reporting, including any failures in

supervision;

•extreme price volatility on our markets;

•any negative publicity surrounding our listed companies or

our listing rules;

•any negative publicity surrounding the use of our products

and/or services by our customers, including in connection

with emerging asset classes such as crypto assets; and

•any misconduct, fraudulent activity or theft by our

employees or other persons formerly or currently

associated with us.

28

Negative publicity or misrepresentations by third parties,

particularly on social media, may adversely impact our

credibility as a leader in the global capital markets and as a

source for data and analytics. This may have an adverse

effect on our brands, business and operating results. Damage

to our reputation could cause some issuers not to list their

securities on our exchanges or switch to a different exchange.

Reputational damage may also reduce trading volumes or

values on our exchanges or cause us to lose customers. This

may have a material adverse effect on our business, financial

condition and operating results.

Failure to meet customer expectations or deadlines for the

implementation of our products could result in negative

publicity, losses and reduced sales, each of which may harm

our reputation, business and results of operations.

We generally mutually agree with our customers on the

duration, budget and costs associated with the

implementation of certain of our products, particularly our

market technology large-scale market infrastructure projects.

Various factors may cause implementations to be delayed,

inefficient or otherwise unsuccessful, including due to

unforeseen project complexities, our deployment of

insufficient resources or other external factors. The effects of

a failure to meet an implementation schedule could include

monetary credits for current or future service engagements, a

reduction in fees for the project, or the expenditure of

additional expenses to mitigate such delays. In addition, time-

consuming implementations may also increase the personnel

we must allocate to such customer, thereby increasing our

costs and diverting attention from other projects.

Unsuccessful, lengthy, or costly customer implementation

projects could result in claims from customers, decreased

customer satisfaction, harm to our reputation, and

opportunities for competitors to displace us, each of which

could have an adverse effect on our reputation, business and

results of operations.

Our reputation or business could be negatively impacted by

evolving and conflicting stakeholder expectations regarding

sustainability matters and our reporting of such matters.

We communicate certain sustainability-related initiatives,

goals, and/or commitments regarding environmental matters,

social matters, vendors and suppliers and other matters in our

annual Sustainability Report, Task Force on Climate-related

Financial Disclosures Report, on our website, in our filings

with the SEC and elsewhere. These goals or commitments

could be difficult to achieve and costly to implement.

Stakeholder expectations regarding sustainability matters are

evolving and can be divergent, with some stakeholders

demanding more action and disclosure while others oppose

such efforts. In addition, we could be criticized for the

timing, scope or nature of these initiatives, goals, or

commitments, or for any revisions to them. We could be

subject to litigation or regulatory enforcement actions

regarding the accuracy, adequacy, or completeness of our

sustainability-related disclosures. Our actual or perceived

failure to achieve, or stakeholder dissatisfaction of, our

sustainability-related goals or commitments could negatively

impact our reputation or otherwise materially harm our

business.

Failure to protect our IP rights, or allegations that we have

infringed on the IP rights of others, could harm our brand-

building efforts and ability to compete effectively.

To protect our IP rights, we rely on a combination of

trademark laws, copyright laws, patent laws, trade secret

protection, confidentiality agreements and other contractual

arrangements with our affiliates, clients, strategic partners,

employees and others. However, the efforts we have taken to

protect our IP and proprietary rights might not be sufficient,

or effective, at stopping unauthorized use of those rights. We

may be unable to detect the unauthorized use of, or take

appropriate steps to enforce, our IP rights.

We have registered, or applied to register, our trademarks in

the United States and in over 50 foreign jurisdictions and

have pending U.S. and foreign applications for other

trademarks. We also maintain copyright protection for

software products and pursue patent protection for inventions

developed by us. We hold a number of patents, patent

applications and licenses in the United States and other

foreign jurisdictions. However, effective trademark,

copyright, patent and trade secret protection might not be

available or cost-effective in every country in which we offer

our services and products. Moreover, changes in patent law,

regulation or practices at the U.S. Patent and Trademark

Office and/or analogous offices in other jurisdictions, such as

changes in the law regarding patentable subject matter, could

also impact our ability to obtain patent protection for our

innovations. The scope of protection under our patents may

not be sufficient in some cases, or existing patents may be

deemed invalid or unenforceable. Failure to protect our IP

adequately could harm our brand and affect our ability to

compete effectively. Further, defending our IP rights could

result in the expenditure of significant financial and

managerial resources.

Third parties may assert IP rights claims against us, which

may be costly to defend, could require the payment of

damages and could limit our ability to use certain

technologies, trademarks or other IP. Any IP claims, with or

without merit, could be expensive to litigate or settle and

could divert management resources and attention. Successful

challenges against us could require us to modify or

discontinue our use of technology or business processes

where such use is found to infringe or violate the rights of

others, or require us to purchase licenses from third parties,

any of which could adversely affect our business, financial

condition and operating results.

29

GENERAL RISK FACTORS

We are a holding company that depends on cash flow from

our subsidiaries to meet our obligations, and any

restrictions on our subsidiaries’ ability to pay dividends or

make other payments to us may have a material adverse

effect on our results of operations and financial condition.

As a holding company, we require dividends and other

payments from our subsidiaries to meet cash requirements.

Minimum capital requirements mandated by regulatory

authorities having jurisdiction over some of our regulated

subsidiaries indirectly restrict the amount of dividends that

can be paid upstream.

If our subsidiaries are unable to pay dividends and make

other payments to us when needed, or if regulators or

counterparties require us to increase capital deployed in

certain of our regulated subsidiaries, we may be unable to

satisfy our obligations, which would have a material adverse

effect on our business, financial condition and operating

results.

We may experience fluctuations in our operating results,

which may adversely affect the market price of our common

stock.

Our industry is risky and unpredictable and is directly

affected by many national and international factors beyond

our control, including:

•economic, political and geopolitical market conditions;

•evolving market or customer preferences for solutions

provided locally or outside of the U.S.;

•natural disasters, terrorism, pandemics, war or other

catastrophes;

•broad trends in finance and technology;

•changes in price levels and volatility in the stock markets;

•the level and volatility of interest rates;

•volatility in commodity markets, including the energy

markets;

•inflation;

•disruptions or delays in our supply chains;

•changes in government monetary or tax policy;

•the imposition of governmental economic sanctions or

tariffs, on countries in which we do business or where we

plan to expand our business or sell our products and

services; and

•the perceived attractiveness of the U.S. or European capital

markets.

Any one of these factors could have a material adverse effect

on our business, financial condition and operating results by

causing a substantial decline in the financial services markets

and reducing trading volumes or values.

Additionally, since borrowings under our credit facilities bear

interest at variable rates and commercial paper is issued at

prevailing interest rates, any increase in interest rates on debt

that we have not fixed using interest rate hedges will increase

our interest expense, reduce our cash flow or increase the

cost of future borrowings or refinancings. Other than variable

rate debt, we believe our business has relatively large fixed

costs and low variable costs, which magnifies the impact of

revenue fluctuations on our operating results. As a result, a

decline in our revenue may lead to a relatively larger impact

on operating results. A substantial portion of our operating

expenses is related to personnel costs, regulation and

corporate overhead, none of which can be adjusted quickly

and some of which cannot be adjusted at all. Our operating

expense levels are based on our expectations for future

revenue. If actual revenue is below management’s

expectations, or if our expenses increase before revenues do,

both revenues less transaction-based expenses and operating

results would be materially and adversely affected. Because

of these factors, it is possible that our operating results or

other operating metrics may fail to meet the expectations of

stock market analysts and investors. If this happens, the

market price of our common stock may be adversely affected.

Our operational processes are subject to the risk of error,

which may result in financial loss or reputational damage.

We have instituted extensive controls to reduce the risk of

error inherent in our operations; however, such risk cannot

completely be eliminated. Our businesses are highly

dependent on our ability to process and report, on a daily

basis, a large number of transactions across numerous and

diverse markets. Some of our operations require complex

processes, and the introduction of new products or services or

changes in processes or reporting due to regulatory

requirements may result in an increased risk of errors for a

period after implementation. Additionally, the likelihood of

such errors or vulnerabilities is heightened as we acquire new

products from third parties, whether as a result of

acquisitions or otherwise.

Data, other content or information that we distribute may

contain errors or be delayed, causing reputational harm. Use

of our products and services as part of the investment process

creates the risk that clients, or the parties whose assets are

managed by our clients, may pursue claims against us in the

event of such delay or error, and significant litigation against

us might unduly burden management, personnel, financial

and other resources.

In addition, the sophisticated software we sell to our

customers may contain undetected errors or vulnerabilities,

some of which may be discovered only after delivery, or

could fail to perform its intended purpose. Because our

clients depend on our solutions for critical business functions,

any service interruptions, failures or other issues may result

in lost or delayed market acceptance and lost sales, or

negative customer experiences that could damage our

reputation, resulting in the loss of customers, loss of revenues

and liability for damages, which may adversely affect our

business, operating results and financial condition.

30

Climate and weather related risk may have an adverse

impact on our business, while simultaneously, we face

reputational, regulatory and financial risks related to our

ability to respond to diverse stakeholder expectations and

requirements on climate, weather, and other sustainability-

related topics.

Climate related events, including extreme weather events and

their impact on the critical infrastructure in the U.S. and

elsewhere, have the potential to disrupt our business or the

business of our clients and/or suppliers.

Additionally, there is an increased focus from our regulators,

investors, clients, employees, and other stakeholders

concerning corporate citizenship, greenhouse gas emissions

reduction and sustainability matters, including proposed or

adopted laws, regulations or policies on sustainability-related

topics that diverge from, or potentially conflict with, laws in

other jurisdictions in which we operate. For example, new

laws, regulations and policies are being developed in Europe

and elsewhere globally that may require us to comply with

specific, target-driven frameworks, disclosure and other

requirements in multiple jurisdictions. Changing legal

requirements, policies and stakeholder expectations have

resulted in, and are likely to continue to result in, increased

general and administrative expenses and management time

and attention to comply with, or meet, those regulations and

expectations, which could result in fines or other penalties

and adversely affect our business, reputation, financial

condition and operating results.

Our businesses operate in various international markets,

which are subject to political, economic and social

uncertainties.

Our businesses operate in various international markets,

including but not limited to Northern Europe, the Baltics, the

Middle East, Latin America, Africa and Asia, and our

operations are subject to the risks inherent in the international

economy. Political, economic or social events or

developments in one or more of our non-U.S. locations or in

the U.S. arising from such international developments, such

as limitations imposed on securing new listings on our

exchanges, constraints on data sharing with a U.S. based

company, a reduced interest in providing operational support

between certain regions and the U.S., or restrictions on

entering into transactions with new or existing customers,

could adversely affect our sales, operations and financial

results. We have operations in locations that may be subject

to greater political, economic and social uncertainties than

countries with more developed institutional structures, which

may increase our operational risk.

Unforeseen or catastrophic events could interrupt our

critical business functions. In addition, our U.S. and

European businesses are heavily concentrated in particular

areas and may be adversely affected by events in those

areas.

We may incur losses as a result of unforeseen or catastrophic

events, such as terrorist attacks, natural disasters, pandemics,

extreme weather, fire, power loss, telecommunications

failures, human error, theft, sabotage, vandalism, and other

crime. Given our position in the global capital markets and

our brand, we may be more likely than other companies to be

a target for malicious disruption activities or physical attacks

on our senior leadership team and/or our office locations.

In addition, our business operations are heavily concentrated

in the east coast of the U.S.; Stockholm, Sweden; Vilnius,

Lithuania; and St. John, Canada, among other locations. Any

event that impacts either of those geographic areas could

potentially affect our ability to operate our businesses.

We have disaster recovery and business continuity plans and

capabilities for critical systems and business functions to

mitigate the risk of an interruption. However, any

interruption in our critical business functions or systems

could negatively impact our financial condition and operating

results. Additionally, some of our market services and

financial technology customers may lack adequate disaster

recovery solutions to avoid loss of trade flow from a

sustained interruption of our critical systems.

Because we have operations in numerous countries, we are

exposed to currency risk.

We have operations in the U.S., the Nordic and Baltic

countries, Canada, the United Kingdom, Australia and many

other foreign countries. We therefore have significant

exposure to exchange rate movements between the Euro,

Swedish Krona, the Canadian dollar and other foreign

currencies against the U.S. dollar. Significant inflation or

disproportionate changes in foreign exchange rates with

respect to one or more of these currencies could occur as a

result of general economic conditions, acts of war or

terrorism, changes in governmental monetary, trade or tax

policy, changes in local interest rates or other factors. These

exchange rate differences will affect the translation of our

non-U.S. results of operations, interest expense and financial

condition into U.S. dollars as part of the preparation of our

consolidated financial statements.

If our risk management methods are not effective, our

business, reputation and financial results may be adversely

affected.

We utilize widely-accepted methods to identify, assess,

monitor and manage our risks. Nasdaq’s Global Risk

Management Committee, which is composed of senior

executives, has the responsibility for overseeing the risk

management methods, regularly reviewing risks and referring

significant risks to the board of directors or specific board

committees. Local risk management committees in our

international offices provide local risk oversight and

escalation to local boards, as appropriate. The rapidly

changing environment may limit the effectiveness of our risk

management methods. Certain risk management methods

require subjective evaluation of dynamic information

regarding markets, customers or other matters. That variable

information may not in all cases be accurate, complete, up-to-

date or properly evaluated. If we do not successfully identify,

assess, monitor or manage the risks to which we are exposed,

31

our business, reputation, financial condition and operating

results could be materially adversely affected.

Decisions to declare future dividends on our common stock

will be at the discretion of our board of directors and there

can be no guarantee that we will pay future dividends to our

stockholders.

Our board of directors regularly declares quarterly cash

dividend payments on our outstanding common stock. The

board’s determination to declare dividends will depend upon

our profitability and financial condition, contractual

restrictions, restrictions imposed by applicable law and other

factors that the board deems relevant. Based on an evaluation

of these factors, the board may determine not to declare

future dividends at all or to declare future dividends at a

reduced amount.

Provisions of our certificate of incorporation, by-laws,

exchange rules (including provisions included to address

SEC concerns) and governing law restrict the ownership

and voting of our common stock. In addition, such

provisions could delay or prevent a change in control of us

and entrench current management.

Our organizational documents place restrictions on the voting

rights of certain stockholders. The holders of our common

stock are entitled to one vote per share on all matters to be

voted upon by the stockholders except that no person may

exercise voting rights in respect of any shares in excess of

5% of the then outstanding shares of our common stock. Any

change to the 5% voting limitation would require SEC

approval.

In response to the SEC’s concern about a concentration of

our ownership, the rules of some of our exchange

subsidiaries include a prohibition on any member or any

person associated with a member of the exchange from

beneficially owning more than 20% of our outstanding voting

interests. SEC consent would be required before any investor

could obtain more than a 20% voting interest in us. The rules

of some of our exchange subsidiaries also require the SEC’s

approval of any business ventures with exchange members,

subject to exceptions.

Our organizational documents contain provisions that may be

deemed to have an anti-takeover effect and may delay, deter

or prevent a change of control of us, such as a tender offer or

takeover proposal that might result in a premium over the

market price for our common stock. Additionally, certain of

these provisions make it more difficult to bring about a

change in the composition of our board of directors, which

could result in entrenchment of current management.

Our certificate of incorporation and by-laws:

•do not permit stockholders to act by written consent;

•require certain advance notice for director nominations and

actions to be taken at annual meetings; and

•authorize the issuance of undesignated preferred stock, or

“blank check” preferred stock, which could be issued by

our board of directors without stockholder approval.

Finally, many of the European countries where we operate

regulated entities require prior governmental approval before

an investor acquires 10% or greater of our common stock.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

Nasdaq’s brand and role as a critical infrastructure provider

for global financial markets, the operator of The Nasdaq

Stock Market and exchanges, central securities depositories

and a clearinghouse in Europe, and the provider of

information and technology services to banks, international

market operators and exchanges, publicly-traded companies

and other high-profile customers make us an attractive target

for cybersecurity threat actors and attacks. These include

adversarial nations and state-sponsored actors, hacktivists

and ransomware deployers or other financially motivated

criminals. Impacts of a cybersecurity incident may include:

financial and reputational damage, resulting from the loss of

customer confidence in our company, exchange, products or

offerings; potential regulatory enforcement actions; or

litigation, either from governmental authorities, shareholders,

or other litigants, including customers asserting our failure to

comply with contractual obligations. To date, no risks from

cybersecurity threats, including as a result of any previous

cybersecurity incidents, have materially affected or are

reasonably likely to materially affect our business, our

business strategy, our results of operations or financial

condition. For further information, see “Our role in the global

marketplace positions us at greater risk for a cyberattack” and

“Expanded cybersecurity regulations, and increased

cybersecurity infrastructure and compliance costs, may

adversely impact our results of operations” in “Item 1A, Risk

Factors” of this Annual Report on Form 10-K.

Our risk management and mitigation approach includes the

adoption of NIST CSF and NIST 800-53 security control

frameworks and adaptive ongoing threat analysis. In addition,

our Information Security, or InfoSec, team reviews and

conducts a risk assessment of any novel technologies Nasdaq

plans to implement. Our policies and our baseline security

controls incorporate a security infrastructure with multi-

layered defense systems. We have 18 System and

Organization Controls Type 2, or SOC 2, certifications with

respect to our information security and infrastructure. Our

adaptive analysis monitors the threat landscape relevant to

Nasdaq, our vendors and financial industry peers, and threats

arising from geopolitical events. As the external threat

landscape evolves, our information security controls are

regularly evaluated, updated and enhanced to help protect

against emerging risks. Additionally, we conduct extensive

cybersecurity assessments of our acquired entities, both prior

to acquisition and following completion of the transaction, to

understand potential threats and mitigate risks from any

potential deviations between the acquired company’s

practices and Nasdaq’s standards, until we can align the

32

acquired company’s security infrastructure and access

management practices and policies with ours.

We periodically engage external advisors to perform an

independent assessment of the maturity of Nasdaq’s

information security programs, and compare our programs to

our financial and technology industry peers. Nasdaq’s

InfoSec program has demonstrated increasing levels of

maturity year-over-year for every assessed program

component. Recommendations to further enhance our

procedures and maturity ratings from these assessments are

then presented to our executive management team and the

Audit & Risk Committee.

On a periodic basis, our management team and the Board of

Directors conduct tabletop exercises and simulations on

cybersecurity matters, with assistance from internal and

outside experts. These exercises are intended to strengthen

resilience and readiness to address different cybersecurity

incident scenarios.

We use certain cloud-based third-party vendors for the core

trading systems of certain of our exchanges and certain of our

governance products and solutions. Prior to engaging such

vendors, we analyze each provider’s SOC2 certifications,

perform due diligence testing for information security and

interoperability with our systems, and annually review the

SOC2 certifications. Our security assurance and threat

assessment team, within our Information Security

organization, collaborates with our external threat

intelligence providers to proactively review Nasdaq, and our

vendors with respect to emerging threats and associated risks.

For our third-party service providers, our risk assessment

process evaluates the probability and potential impact of

incidents related to operational errors, technology

disruptions, information security breaches, workforce issues,

internal and external fraud, financial actions, and legal and

regulatory matters. This assessment process is part of our

Supplier Risk Management program, which establishes

processes for identifying, assessing, and periodically

reviewing our exposure to risk through third party vendors.

Governance

Cybersecurity is an integral part of risk management at

Nasdaq. The Board of Directors appreciates the rapidly

evolving nature of threats presented by cybersecurity

incidents and is committed to the prevention, timely

detection, and mitigation of the effect any such incidents may

have on us. Our Global Risk Management Committee, which

includes our Chair and CEO and other senior executives,

assists the Board of Directors in its cybersecurity risk

oversight role.

We use a cross-departmental approach to assess and manage

cybersecurity risk, with our Information Security; Legal, Risk

and Regulatory; and Internal Audit functions presenting on

key topics to the Audit & Risk Committee, which provides

oversight of our cybersecurity risk. Additionally, members

from these organizations, along with Finance and

Accounting, Global Technology and Corporate

Communications, comprise a rapid response team that would

mobilize in the event of a potentially significant

cybersecurity incident and would analyze and evaluate the

incident while also advising the executive management team.

Our Audit & Risk Committee receives quarterly or, if

needed, more frequent reports on cybersecurity and

information security matters from our Chief Information

Security Officer, or CISO, and his team. The CISO has more

than 25 years of experience in information technology and

information security, particularly in the financial services

industry, and our InfoSec organization has seasoned

members with expertise in application security; governance

and compliance; program and vulnerability management;

security engineering; security operations security assurance;

and threat intelligence and security architecture.

This regular reporting to the Audit & Risk Committee also

includes a cybersecurity dashboard that contains information

on cybersecurity governance processes, and from time to

time, also includes the status of projects to strengthen internal

cybersecurity, ongoing prevention and mitigation efforts,

security features of the products and services we provide our

customers, or the results of security events during the period.

The Audit & Risk Committee also reviews and discusses

recent cyber incidents affecting the industry and the emerging

threat landscape.

Cybersecurity is a shared responsibility, and our goal is for

all employees to be vigilant in helping to protect our

organization and themselves, at all times. We routinely

perform simulations and tabletop exercises, and incorporate

external resources and advisors as needed, to help strengthen

our cybersecurity protection and information security

procedures and safeguards. All employees are required to

complete annual cybersecurity awareness training and have

access to continuous cybersecurity educational opportunities

throughout the year. All employees also have access to

Nasdaq’s Information Security Hotline, which is staffed on a

24/7 basis to respond to any potential incident; we have a

strict non-retaliation policy that applies to any reporting of

concerns related to our business. Nasdaq also maintains a

cybersecurity and information security risk insurance policy,

and our Nasdaq Information Security Management System

conforms to ISO 27001 requirements and is ISO 27001

certified.

On an annual basis, the Information Security team reviews

and updates its governance documents, including the

Information Security Charter, the Information Security

Policy, and the Information Security Program Plan, and then

presents the revised documents to the Global Risk

Management Committee and Audit & Risk Committee for

review and/or approval. Additionally, the Information

Security team maintains a formal cybersecurity strategic

three-year plan, which outlines the strategic vision and

associated goals for the cybersecurity of our global

operations. The plan is regularly updated with new initiatives

that align with technology innovations and changes in the

threat landscape, and is reviewed and approved by the CISO

33

and the Audit & Risk Committee. Throughout the three-year

plan term, the CISO regularly provides management with

progress reports.

Item 2. Properties

We conduct our business operations in leased facilities. We

do not own any real property. Our U.S. headquarters are

located in New York, New York, and our European

headquarters are located in Stockholm, Sweden. We also

lease space in multiple locations around the world, which are

used for research and development, sales and support, and

administrative activities, as well as for data centers and

disaster preparedness facilities.

Generally, our properties are not allocated for use by a

particular business segment. Instead, most of our properties

are used by two or more segments. We regularly monitor the

facilities we occupy to ensure that they suit our needs in a

hybrid work environment. We believe the facilities that we

occupy are adequate for the purposes for which they are

currently used and are well-maintained. See Note 16,

“Leases,” to the consolidated financial statements for further

discussion.

Item 3. Legal Proceedings

See “Legal and Regulatory Matters” of Note 18,

“Commitments, Contingencies and Guarantees,” to the

consolidated financial statements for a description of our

legal proceedings, if any.

PART II

Item 5. Market for Registrant’s Common Equity, Related

Stockholder Matters and Issuer Purchases of Equity

Securities

Market Information

Our common stock is listed on The Nasdaq Stock Market

under the ticker symbol “NDAQ.” As of February 3, 2026,

we had approximately 177 holders of record of our common

stock

Issuer Purchases of Equity Securities

Share Repurchase Program

See “Share Repurchase Program,” of Note 12, “Nasdaq

Stockholders’ Equity,” to the 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 December 31, 2025, the remaining

aggregate authorized amount under the existing share

repurchase program was $1.1 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 December 31, 2025:

Period	Total Number<br><br>of Shares<br><br>Purchased	Average<br><br>Price Paid<br><br>Per Share	Total<br><br>Number of<br><br>Shares<br><br>Purchased<br><br>as Part of<br><br>Publicly<br><br>Announced<br><br>Plans or<br><br>Programs	Maximum<br><br>Dollar<br><br>Value of<br><br>Shares<br><br>that May<br><br>Yet Be<br><br>Purchased<br><br>Under the<br><br>Plans or<br><br>Programs<br><br>(in<br><br>millions)
October 2025
Share<br><br>repurchase<br><br>program	1,812,219	$88.59	1,812,219	$1,254
Employee<br><br>transactions	25,679	$89.10	N/A	N/A
November 2025
Share<br><br>repurchase<br><br>program	760,264	$91.47	760,264	$1,185
Employee<br><br>transactions	11,491	$85.49	N/A	N/A
December 2025
Share<br><br>repurchase<br><br>program	622,256	$89.24	622,256	$1,129
Employee<br><br>transactions	33,186	$90.22	N/A	N/A
Total Quarter Ended December 31, 2025
Share<br><br>repurchase<br><br>program	3,194,739	$89.40	3,194,739	$1,129
Employee<br><br>transactions	70,356	$89.04	N/A	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.

•Shares listed under share repurchase program in the table

above primarily include repurchases under ASR

agreements.

34

◦In October 2025, we entered into a variable notional

ASR agreement, in which we delivered $250 million to a

third-party financial institution and received and

immediately retired 1,812,219 shares of our common

stock. In December 2025, upon the final settlement of

this transaction, we received (i) an additional 504,401

shares, which were immediately retired, and (ii) a $45

million cash payment, which reflects the difference

between the prepayment amount (maximum notional

amount) and the final notional amount.

◦In November 2025, we entered into an ASR with a third-

party financial institution to repurchase $75 million of

common stock and received and immediately retired

697,512 shares of our common stock. In December

2025, upon the final settlement of this transaction, we

received an additional 117,855 shares, which were

immediately retired.

•See “Share Repurchase Program,” of Note 12, “Nasdaq

Stockholders’ Equity,” to the consolidated financial

statements for further discussion of our share repurchase

program.

35

PERFORMANCE GRAPH

The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act,

except as shall be expressly set forth by specific reference in such filing.

The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and

S&P 500 GICS 4020 Index, our peer group, for the past five years. The figures represented below assume an initial

investment of $100 in the common stock or index at the closing price on December 31, 2020 and the reinvestment of all

dividends.

	Year Ended December 31,*
	2020	2021	2022	2023	2024	2025
Nasdaq, Inc.	$100	$160	$142	$137	$185	$235
Nasdaq Composite Index	100	122	82	119	154	187
S&P 500	100	129	105	133	166	196
S&P 500 GICS 4020 Index	100	136	121	139	179	197

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index

36

Item 6. [Reserved]

Item 7. 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 refers to the

year over year comparison for the fiscal years ended

December 31, 2025 and 2024 and should be read in

conjunction with our consolidated financial statements and

related notes included in this Form 10-K, as well as the

discussion under “Part I, Item 1A. Risk Factors.” For further

discussion of our growth strategy, products and services, and

competitive strengths, see “Part I, Item 1. Business.” For a

similar discussion comparing the fiscal years ended

December 31, 2024 and 2023, refer to “Part II, Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of our Annual Report

on Form 10-K for the fiscal year ended December 31, 2024,

which was previously filed with the SEC on February 21,

2025.

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.

2025 Highlights

•Nasdaq extended its listing leadership in 2025 and

achieved its seventh consecutive year as the top U.S.

exchange by proceeds raised.

•In 2025, U.S. operating company IPOs on Nasdaq raised

over $24 billion in proceeds. In 2025, Nasdaq set a record

for listing transfers, with $1.2 trillion in annual switches

for the first time including the largest exchange transfer on

record.

•Index achieved record net inflows of $99 billion in 2025,

and exited the year with ETP AUM of $882 billion, an all-

time high. Nasdaq launched 122 new Index products in

2025, with nearly half of the launches being international

products and 32 new products in the institutional insurance

annuity space.

•The Financial Technology segment delivered 14% growth

in ARR and revenue, reflecting an increase in new clients,

cross-sells and upsells.

•Market Services delivered record revenue, reflecting

strength across U.S. cash equities and U.S. equities options

volumes in 2025.

Macroeconomic environment

Our business performance can be positively or negatively

impacted by a number of factors, including general economic

conditions, the geopolitical environment, current or expected

inflation, interest rate fluctuations, the threat or imposition of

broad-based tariffs, market volatility, changes in investment

patterns and priorities, regulatory changes, pandemics and

other factors that are generally beyond our control. For

example, higher overall U.S. trading volumes in 2025 as

compared to 2024 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 an improving IPO

landscape. 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 table summarizes our financial performance

for the year ended December 31, 2025 compared to the same

period in 2024 and for the year ended December 31, 2024

compared to the same period in 2023. The comparability of

our results of operations between reported periods is

primarily impacted by our acquisition of Adenza in

November 2023. See Note 4, “Acquisition and Divestitures,”

to the consolidated financial statements for further

discussion. For a detailed discussion of our results of

operations, see “Segment Operating Results” below.

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions, except per share<br><br>amounts)
Revenues less<br><br>transaction-<br><br>based<br><br>expenses	$5,249	$4,649	$3,895	12.9%	19.4%
Operating<br><br>expenses	2,918	2,851	2,317	2.3%	23.0%
Operating<br><br>income	$2,331	$1,798	$1,578	29.7%	13.9%
Net income<br><br>attributable<br><br>to Nasdaq	$1,788	$1,117	$1,059	60.1%	5.5%
Diluted<br><br>earnings per<br><br>share	$3.09	$1.93	$2.08	60.3%	(7.4)%
Cash<br><br>dividends<br><br>declared per<br><br>common<br><br>share	$1.05	$0.94	$0.86	11.7%	9.3%

37

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 7A. Quantitative and Qualitative Disclosures

About Market Risk.”

As discussed above, in October 2025, we sold our Solovis

business, previously included in our Capital Access

Platforms segment. Revenues, ARR and quarterly annualized

SaaS revenues related to our Solovis business has been

reclassified to “Other” for all periods presented to facilitate

comparability.

The following chart summarizes our ARR (in millions):

* In the chart above, Other for 4Q23 and 4Q24 includes $25

million and $28 million, respectively.

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<br><br>annual listing fees within our Data & Listing<br><br>Services business
	◦	Index data subscriptions and guaranteed<br><br>minimum on futures contracts within our Index<br><br>business
	◦	Subscription contracts under our Workflow &<br><br>Insights business
▪	Financial Technology
	◦	Subscription contracts excluding non-recurring<br><br>professional services.
▪	Other includes ARR related to our Solovis business<br><br>divested in October 2025.

38

The following chart summarizes our quarterly annualized

SaaS revenues for December 31, 2025, 2024 and 2023 (in

millions):

* In the chart above, Other for 4Q23 and 4Q24 includes $25

million and $28 million, respectively.

SEGMENT OPERATING RESULTS

The following table presents our revenues by segment:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Capital<br><br>Access<br><br>Platforms	$2,137	$1,945	$1,744	9.9%	11.5%
Financial<br><br>Technology	1,850	1,621	1,099	14.1%	47.5%
Market<br><br>Services	4,214	3,771	3,156	11.7%	20.9%
Other<br><br>revenues	61	63	65	(4.1)%	(3.1)%
Total<br><br>revenues	$8,262	$7,400	$6,064	11.6%	22.0%
Transaction<br><br>rebates	(2,572)	(2,026)	(1,838)	26.9%	10.2%
Brokerage,<br><br>clearance<br><br>and<br><br>exchange<br><br>fees	(441)	(725)	(331)	(39.1)%	119.1%
Total<br><br>revenues<br><br>less<br><br>transaction-<br><br>based<br><br>expenses	$5,249	$4,649	$3,895	12.9%	19.4%

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.

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Data & Listing<br><br>Services	$804	$754	$749	6.7%	0.7%
Index	827	706	528	17.1%	33.7%
Workflow &<br><br>Insights	506	485	467	4.4%	3.9%
Total Capital<br><br>Access<br><br>Platforms	$2,137	$1,945	$1,744	9.9%	11.5%			As of December 31,
---	---	---	---
	2025	2024	2023
ARR (in millions)	$1,340	$1,240	$1,210

39

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

	Year Ended December 31,
IPOs	2025	2024	2023
The Nasdaq Stock Market	281	180	130
Operating company	155	130	103
SPACs	126	50	27
Exchanges that comprise<br><br>Nasdaq Nordic and Nasdaq<br><br>Baltic	19	14	7
Total new listings
The Nasdaq Stock Market	784	463	330
Exchanges that comprise<br><br>Nasdaq Nordic and Nasdaq<br><br>Baltic	27	31	23
	As of December 31
Number of listed companies	2025	2024	2023
The Nasdaq Stock Market	4,480	4,075	4,044
Exchanges that comprise<br><br>Nasdaq Nordic and Nasdaq<br><br>Baltic	1,119	1,174	1,218
ARR (in millions)	$764	$691	$682

In the tables above:

•The number of total listed companies on The Nasdaq Stock

Market for the years ended December 31, 2025, 2024 and

2023 included 1,112, 768 and 600 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 year

ended December 31, 2025 compared with the same period in

2024 due to new data sales, usage and pricing, increased

annual listings revenues due to new listings and the favorable

impact from changes in foreign currency rates, partially

offset by delistings.

Index Revenues

The following table presents key drivers from our Index

business:

	As of or<br><br>Year Ended December 31,
	2025	2024	2023
Number of licensed ETPs	451	401	364
TTM change in period end ETP AUM<br><br>tracking Nasdaq indices (in billions)
Beginning balance	$647	$473	$315
Net appreciation	136	110	128
Net impact of ETP<br><br>sponsor switches	—	(16)	(1)
Net inflows	99	80	31
Ending balance	$882	$647	$473
Annual average ETP AUM<br><br>tracking Nasdaq indices<br><br>(in billions)	$740	$558	$396
ARR (in millions)	$81	$76	$72

In the table above, TTM represents trailing twelve months.

Index revenues increased for the year ended December 31,

2025 compared with the same period in 2024 primarily due

to higher average AUM in exchange traded products linked

to Nasdaq indices and growth in trading volumes. The

increase in 2025 is partially offset by a $16 million one-time

item recognized in the first quarter of 2024 related to a legal

settlement to recoup revenue.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow

& Insights business:

	As of or<br><br>Year Ended December 31,
	2025	2024	2023
	(in millions)
ARR	$495	$473	$456
Quarterly annualized SaaS<br><br>revenues	425	403	386

Workflow & Insights revenues increased for the year ended

December 31, 2025 compared with the same period in 2024

primarily due to an increase in analytics revenues, largely

driven by eVestment and Nasdaq Data Link sales growth.

40

Financial Technology

The following table presents revenues from our Financial

Technology segment:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Financial<br><br>Crime<br><br>Management<br><br>Technology	$331	$273	$223	21.5%	22.2%
Regulatory<br><br>Technology	428	352	212	21.5%	66.3%
Capital<br><br>Markets<br><br>Technology	1,091	996	664	9.5%	50.0%
Total Financial<br><br>Technology	$1,850	$1,621	$1,099	14.1%	47.5%

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial

Crime Management Technology business:

	As of or<br><br>Year Ended December 31,
	2025	2024	2023
	(in millions)
ARR and Quarterly annualized<br><br>SaaS revenues	$329	$278	$226

Financial Crime Management Technology revenues

increased for the year ended December 31, 2025 compared

with the same period in 2024 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<br><br>Year Ended December 31,
	2025	2024	2023
	(in millions)
ARR	$407	$354	$325
Quarterly annualized SaaS<br><br>revenues	239	191	165

Regulatory Technology revenues increased for the year

ended December 31, 2025 compared with the same period in

2024 primarily due to increased subscription revenues from

our AxiomSL and Surveillance solutions driven by new sales

and price increases to existing clients and revenue from new

clients. The increase was also driven by a one-time revenue

reduction recognized in the third quarter of 2024 related to a

purchase accounting adjustment. See Note 3, “Revenue from

Contracts with Customers,” to the consolidated financial

statements for discussion on the measurement period

adjustment.

Capital Markets Technology Revenues

The following table presents key drivers for our Capital

Markets Technology business:

	As of or<br><br>Year Ended December 31,
	2025	2024	2023
	(in millions)
ARR	$975	$868	$799
Quarterly annualized SaaS<br><br>revenues	156	134	108

Capital Markets Technology revenues increased for the year

ended December 31, 2025 compared with the same period in

2024. The increase was primarily due to higher revenues

related to data center growth and higher subscription

revenues from new sales and price increases to existing

clients.

Market Services

The following table presents revenues from our Market

Services segment:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Market Services	$4,214	$3,771	$3,156	11.7%	20.9%
Transaction-based expenses:
Transaction<br><br>rebates	(2,572)	(2,026)	(1,838)	26.9%	10.2%
Brokerage,<br><br>clearance and<br><br>exchange fees	(441)	(725)	(331)	(39.1)%	119.1%
Total Market<br><br>Services, net	$1,201	$1,020	$987	17.7%	3.4%

The following table presents net revenues by product from

our Market Services segment:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
U.S. Equity<br><br>Derivative<br><br>Trading	$463	$395	$374	17.2%	5.7%
Cash Equity<br><br>Trading	515	430	397	19.9%	8.3%
U.S. Tape<br><br>plans	139	125	141	11.1%	(11.5)%
Other	84	70	75	18.9%	(6.2)%
Total Market<br><br>Services, net	$1,201	$1,020	$987	17.7%	3.4%

In the preceding tables, Other includes Nordic fixed income

trading & clearing, Nordic derivatives and Canadian cash

equities trading.

41

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:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
U.S. Equity<br><br>Derivative<br><br>Trading<br><br>Revenues	$1,702	$1,428	$1,257	19.2%	13.6%
Section 31 fees	47	87	55	(46.1)%	56.9%
Transaction-based expenses:
Transaction<br><br>rebates	(1,236)	(1,030)	(879)	20.0%	17.1%
Section 31<br><br>fees	(47)	(87)	(55)	(46.1)%	56.9%
Brokerage<br><br>and<br><br>clearance<br><br>fees	(3)	(3)	(4)	(8.6)%	(16.5)%
U.S. Equity<br><br>Derivative<br><br>Trading<br><br>Revenues, net	$463	$395	$374	17.2%	5.7%

Section 31 fees are recorded as U.S. equity derivative and

U.S. cash equity trading revenues with a corresponding

amount recorded in transaction-based expenses. We are

assessed these fees from the SEC and pass them through to

our customers in the form of incremental fees. Pass-through

fees can increase or decrease due to rate changes by the SEC,

our percentage of the overall industry volumes processed on

our systems, and differences in actual dollar value traded.

Section 31 fees decreased in 2025 compared with the same

period in 2024 primarily due to a decrease in the rate to zero

in the second quarter of 2025. Since the amount recorded in

revenues is equal to the amount recorded as Section 31 fees,

there is no impact on our net revenues.

	Year Ended December 31,
U.S. equity options	2025	2024	2023
Total industry average daily volume<br><br>(in millions)	55.8	44.4	40.4
Nasdaq PHLX matched market<br><br>share	10.3%	10.0%	11.3%
The Nasdaq Options Market<br><br>matched market share	3.5%	5.5%	6.1%
Nasdaq BX Options matched<br><br>market share	1.6%	2.1%	3.3%
Nasdaq ISE Options matched<br><br>market share	6.7%	6.9%	5.9%
Nasdaq GEMX Options matched<br><br>market share	3.6%	2.6%	2.4%
Nasdaq MRX Options matched<br><br>market share	3.4%	2.7%	2.0%
Total matched market share<br><br>executed on Nasdaq’s exchanges	29.1%	29.8%	31.0%

U.S. equity derivative trading revenues and U.S. equity

derivative trading revenues, net increased for the year ended

December 31, 2025 compared with the same period in 2024

primarily due to higher industry trading volumes, partially

offset by lower capture and lower 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

year ended December 31, 2025 compared with the same

period in 2024 primarily due to higher industry trading

volumes, partially offset by lower rebate capture rate and

lower overall U.S. matched market share executed on

Nasdaq’s exchanges.

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:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Cash Equity<br><br>Trading<br><br>Revenues	$1,847	$1,428	$1,355	29.4%	5.4%
Section 31<br><br>fees	366	611	253	(40.0%)	141.7%
Transaction-based expenses:
Transaction<br><br>rebates	(1,307)	(974)	(939)	34.1%	3.8%
Section 31<br><br>fees	(366)	(611)	(253)	(40.0%)	141.7%
Brokerage<br><br>and<br><br>clearance<br><br>fees	(25)	(24)	(19)	2.8%	29.5%
Cash equity<br><br>trading<br><br>revenues,<br><br>net	$515	$430	$397	19.9%	8.3%

See the discussion above for an explanation of Section 31

fees for the year ended December 31, 2025 as compared with

the same period in 2024.

42

	Year Ended December 31,
Total U.S.-listed securities	2025	2024	2023
Total industry average daily share<br><br>volume (in billions)	17.6	12.2	11.0
Matched share volume (in billions)	625.7	479.4	455.6
The Nasdaq Stock Market matched<br><br>market share	13.9%	15.1%	15.8%
Nasdaq BX matched market share	0.2%	0.3%	0.4%
Nasdaq PSX matched market share	0.1%	0.2%	0.3%
Total matched market share<br><br>executed on Nasdaq’s exchanges	14.2%	15.6%	16.5%
Market share reported to the<br><br>FINRA/Nasdaq Trade Reporting<br><br>Facility	47.8%	44.3%	36.7%
Total market share	62.0%	59.9%	53.2%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity<br><br>trades executed on Nasdaq’s<br><br>exchanges	710,314	651,455	666,411
Total average daily value of shares<br><br>traded (in billions)	$5.1	$4.5	$4.5
Total market share executed on<br><br>Nasdaq’s exchanges	72.2%	72.6%	71.0%

Cash equity trading revenues and cash equity trading

revenues, net increased for the year ended December 31,

2025 compared with the same period in 2024 primarily due

to higher U.S. and European industry trading volumes,

partially offset by lower overall U.S. matched market share

executed on Nasdaq's exchanges. Cash equity trading

revenues, net was also partially offset by lower capture.

Transaction rebates increased for the year ended December

31, 2025 compared with the same period in 2024 primarily

due to higher U.S. industry volumes and higher capture,

partially offset by lower overall U.S. matched market share

executed on Nasdaq’s exchanges. For The Nasdaq Stock

Market and Nasdaq PSX, we credit a portion of the per share

execution charge to the market participant that provides the

liquidity, and for Nasdaq BX, we credit a portion of the per

share execution charge to the market participant that takes the

liquidity.

U.S. Tape Plans

The following table presents revenues from our U.S. Tape

plans business:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
U.S. Tape<br><br>plans	$139	$125	$141	11.1%	(11.5)%

U.S. Tape plans revenues increased for the year ended

December 31, 2025 compared with the same period in 2024

primarily due to higher market share, higher usage volume

and higher one-time industry-wide adjustments.

Other

Other includes Nordic fixed income trading and clearing,

Nordic derivatives and Canadian cash equities trading. The

following table presents revenues from our Other business:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Other	$84	$70	$75	18.9%	(6.2)%

In the preceding tables, Other is presented net of Canadian

cash equity transaction rebates of $29 million, $22 million

and $20 million for the years ended December 31, 2025,

2024 and 2023, respectively.

Other revenues increased for the year ended December 31,

2025 compared with the same period in 2024 due to an

increase in Nordic equity derivatives revenues and Canadian

cash equity revenues.

Other Revenues

For the years ended December 31, 2025 and 2024, Other

revenues include revenues related to our Nordic power

futures business and our Solovis business. See Note 4,

“Acquisition and Divestitures,” to the consolidated financial

statements for further discussion.

EXPENSES

Operating Expenses

The following table presents our operating expenses:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Compensation and<br><br>benefits	$1,392	$1,324	$1,082	5.1%	22.4%
Professional and<br><br>contract services	160	152	128	5.2%	18.4%
Technology and<br><br>communication<br><br>infrastructure	316	281	233	12.3%	20.9%
Occupancy	124	112	129	9.6%	(12.9)%
General,<br><br>administrative<br><br>and other	75	109	113	(29.8)%	(3.6)%
Marketing and<br><br>advertising	65	54	47	20.2%	16.4%
Depreciation and<br><br>amortization	632	613	323	3.1%	89.3%
Regulatory	52	55	34	(6.2)%	60.8%
Merger and<br><br>strategic<br><br>initiatives	60	35	148	72.8%	(76.5)%
Restructuring<br><br>charges	42	116	80	(63.5)%	44.3%
Total operating<br><br>expenses	$2,918	$2,851	$2,317	2.3%	23.0%

43

The increase in compensation and benefits expense for the

year ended December 31, 2025 compared with the same

period in 2024 was primarily driven by increased headcount

and higher incentive compensation and the unfavorable

impact from changes in foreign currency rates. The increase

in 2025 compared with the same period in 2024 was partially

offset by a pre-tax charge of $23 million in the first quarter of

2024 resulting from the finalization of the termination of our

pension plan.

Headcount, including employees of non-wholly owned

consolidated subsidiaries, increased to 9,525 employees as of

December 31, 2025 from 9,162 employees as of December

31, 2024, as we support revenue growth and innovation.

Professional and contract services expense increased for the

year ended December 31, 2025 compared with the same

period in 2024 primarily due to higher consulting fees,

partially offset by lower legal fee accruals.

Technology and communication infrastructure expense

increased for the year ended December 31, 2025 compared

with the same period in 2024 primarily due to increased

investment in technology, particularly our cloud initiatives

and software licensing.

Occupancy expense increased for the year ended December

31, 2025 compared with the same period in 2024 primarily

due to colocation data center growth.

General, administrative and other expense decreased for the

year ended December 31, 2025 compared with the same

period in 2024 primarily due to a gain on extinguishment of

debt recorded for the year ended December 31, 2025 as well

as the change in classification of costs related to the CAT

from general, administrative and other expense to regulatory

expense, beginning in the fourth quarter of 2024. See Note 9,

“Debt Obligations,” to the consolidated financial statements

for further discussion of the gain on extinguishment of debt.

Marketing and advertising expense increased for the year

ended December 31, 2025 compared with the same period in

2024 primarily due to higher marketing expense resulting

from higher IPO activity.

Depreciation and amortization expense increased for the year

ended December 31, 2025 compared with the same period in

2024 due to increased depreciation of capitalized software

projects.

Regulatory expense decreased for the year ended December

31, 2025 compared with the same period in 2024 primarily

due to the settlement of an SFSA fine in 2024, partially offset

by an increase relating to a change in classification of costs

related to the CAT described above.

We have pursued various strategic initiatives and completed

acquisitions and divestitures in 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 years ended December

31, 2025, and 2024, these costs included Adenza integration

costs and other strategic initiative costs. For the year ended

December 31, 2024, these costs were partially offset by

recognition of a termination fee due to Nasdaq in the second

quarter of 2024 related to the termination of the then

proposed divestiture of our Nordic power futures business.

For the year ended December 31, 2025, these costs included

a repayment of this fee due to the sale of the Nordic power

futures business to another buyer, as designated in the

settlement agreement.

Restructuring charges decreased for the year ended

December 31, 2025 compared with the same period in 2024

primarily due to the completion of our divisional realignment

program in September 2024.

We further expanded our Adenza restructuring program in

the fourth quarter of 2024 following the achievement of our

initial targets. In connection with this program, we expect to

incur approximately $140 million in pre-tax charges. We

have incurred costs principally related to employee-related

costs, contract terminations, asset impairments and other

related costs and expect to incur additional costs in these

areas in an effort to accelerate efficiencies through location

strategy and enhanced AI capabilities. Actions taken as part

of this program were completed as of December 31, 2025,

while certain costs may be recognized in the first half of

2026. We have achieved benefits primarily in the form of

expense synergies with over $160 million net expense

synergies actioned through December 31, 2025.

For further discussion related to both programs described

above, see Note 20, “Restructuring Charges,” to the

consolidated financial statements.

44

Non-Operating Income and Expenses

The following table presents our non-operating income and

expenses:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Interest income	$39	$28	$115	37.5%	(75.5)%
Interest expense	(367)	(414)	(284)	(11.4)%	45.6%
Net interest<br><br>expense	(328)	(386)	(169)	(15.0)%	128.3%
Net gain on<br><br>divestitures	86	—	—	100.0%	—%
Other income<br><br>(loss)	(27)	21	(1)	(224.3)%	(5,232.5)%
Net income<br><br>(loss) from<br><br>unconsolidated<br><br>investees	83	16	(7)	414.8%	(328.7)%
Total non-<br><br>operating<br><br>expense	$(186)	$(349)	$(177)	(46.5)%	97.4%

The following table presents our interest expense:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Interest expense<br><br>on debt	$354	$398	$272	(11.2)%	46.3%
Accretion of<br><br>debt issuance<br><br>costs and debt<br><br>discount	10	13	9	(17.9)%	33.9%
Other fees	3	3	3	(16.1)%	18.7%
Interest expense	$367	$414	$284	(11.4)%	45.6%

Interest income increased for the year ended December 31,

2025 compared with the same period in 2024 primarily due

to a higher average cash balance.

Interest expense decreased for the year ended December 31,

2025 compared with the same period in 2024 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. See Note 9, “Debt

Obligations,” to the consolidated financial statements for

further discussion.

Net gains on divestitures for the year ended December 31,

2025 relates to the divestitures of our Solovis business, our

Nordic power futures business and our Nasdaq Risk

Modelling for Catastrophes business. See Note 4,

“Acquisition and Divestitures,” to the consolidated financial

statements for further discussion of these transactions.

Other income (loss) primarily represents realized and

unrealized gains and losses from strategic investments related

to our corporate venture program. See “Equity Securities,” of

Note 6, “Investments,” to the consolidated financial

statements for further discussion of these transactions.

Net income (loss) from unconsolidated investees increased

for the year ended December 31, 2025 compared with the

same period in 2024 due to higher income recognized from

our equity method investment in OCC driven by higher

industry volumes. See “Equity Method Investments,” of Note

6, “Investments,” to the consolidated financial statements for

further discussion.

Tax Matters

The following table presents our income tax provision and

effective tax rate:

	Year Ended December 31,			Percentage Change
	2025	2024	2023	2025 vs.<br><br>2024	2024 vs.<br><br>2023
	(in millions)
Income tax<br><br>provision	$358	$334	$344	7.0%	(2.8)%
Effective tax rate	16.7%	23.1%	24.6%

For further discussion of our tax matters, see Note 17,

“Income Taxes,” to the consolidated financial statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance

with U.S. GAAP, we also provide non-GAAP net income

attributable to Nasdaq and non-GAAP diluted earnings per

share in this Annual Report on Form 10-K. 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 Annual Report on Form 10-K,

including our 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.

45

We understand that analysts and investors regularly rely on

non-GAAP financial measures, such as non-GAAP net

income attributable to Nasdaq and non-GAAP diluted

earnings per share, to assess operating performance. We use

non-GAAP net income attributable to Nasdaq and non-

GAAP diluted earnings per share because they highlight

trends more clearly in our business that may not otherwise be

apparent when relying solely on U.S. GAAP financial

measures, since these measures eliminate from our results

specific financial items that have less bearing on our ongoing

operating performance.

The following table presents reconciliations between U.S.

GAAP net income attributable to Nasdaq and diluted

earnings per share and non-GAAP net income attributable to

Nasdaq and diluted earnings per share:

	Year Ended December 31,
	2025	2024	2023
	(in millions, except per share<br><br>amounts)
U.S. GAAP net income<br><br>attributable to Nasdaq	$1,788	$1,117	$1,059
Non-GAAP adjustments:
Adenza purchase accounting<br><br>adjustment	—	34	—
Amortization expense of acquired<br><br>intangible assets	487	488	206
Merger and strategic initiatives<br><br>expense	60	35	148
Restructuring charges	42	116	80
Lease asset impairments	—	—	25
(Gain) loss on extinguishment of<br><br>debt	(18)	4	—
Net gain on divestitures	(86)	—	—
Net (income) loss from<br><br>unconsolidated investees	(83)	(16)	7
Legal and regulatory matters	6	20	12
Pension settlement charge	—	23	9
Other (gain) loss	40	(15)	21
Total non-GAAP adjustments	$448	$689	$508
Total non-GAAP tax adjustments	(113)	(168)	(134)
Other tax adjustments	(109)	(7)	—
Total non-GAAP adjustments,<br><br>net of tax	$226	$514	$374
Non-GAAP net income<br><br>attributable to Nasdaq	$2,014	$1,631	$1,433
U.S. GAAP effective tax rate	16.7%	23.1%	24.6%
Total adjustments from non-<br><br>GAAP tax rate	5.7%	0.7%	0.4%
Non-GAAP effective tax rate	22.4%	23.8%	25.0%
Weighted-average common shares<br><br>outstanding for diluted earnings<br><br>per share	578.6	579.2	508.4
U.S. GAAP diluted earnings per<br><br>share	$3.09	$1.93	$2.08
Total adjustments from non-<br><br>GAAP net income	0.39	0.89	0.74
Non-GAAP diluted earnings per<br><br>share	$3.48	$2.82	$2.82

We believe that excluding the above items, described further

below, from the non-GAAP net income attributable to

Nasdaq provides a more meaningful analysis of Nasdaq’s

ongoing operating performance and comparisons in Nasdaq’s

performance between periods:

•Adenza purchase accounting adjustment: As discussed in

Note 3, “Revenue from Contracts with Customers,” to the

consolidated financial statements, during the third quarter

of 2024, as part of finalizing the purchase accounting of the

Adenza acquisition, a one-time net revenue reduction of

$32 million was recorded in our Financial Technology

segment, reflecting the net impact of the accounting change

on AxiomSL subscription revenue from the date of the

Adenza acquisition. For purposes of evaluating the

performance of our segments, we have excluded the

reduction of $34 million as this relates to the prior year

impact of this change. We have not excluded the offsetting

$2 million 2024 impact of this change.

•Amortization expense of acquired intangible assets: We

amortize intangible assets acquired in connection with

various acquisitions. Intangible asset amortization expense

can vary from period to period due to episodic acquisitions

completed, rather than from our ongoing business

operations. As such, if intangible asset amortization is

included in performance measures, it is more difficult to

assess the day-to-day operating performance of the

businesses and the relative operating performance of the

businesses between periods.

•Merger and strategic initiatives expense: We have pursued

various strategic initiatives and completed acquisitions and

divestitures in recent years that have resulted in expenses

which would not have otherwise been incurred. The

frequency and the amount of such expenses vary

significantly based on the size, timing and complexity of

the transactions. These expenses primarily include

integration costs, as well as legal, due diligence and other

third-party transaction costs.

◦For the years ended December 31, 2025, and December

31, 2024, these costs included Adenza integration costs

and other strategic initiative costs. For the year ended

December 31, 2024, these costs were partially offset by

the recognition of a termination fee received by Nasdaq

in 2024, related to the termination of the proposed

divestiture of our Nordic power futures business. For the

year ended December 31, 2025, these costs included a

repayment of this fee due to the sale of the Nordic power

futures business to another buyer, as designated in the

settlement agreement.

•Restructuring charges: In the fourth quarter of 2023,

following the closing of the Adenza acquisition, our

management approved, committed to and initiated a

restructuring program, to optimize our efficiencies as a

combined organization. We further expanded this program

in the fourth quarter of 2024 following the achievement of

our initial targets. Actions taken as part of this program

were completed as of December 31, 2025, while certain

46

costs may be recognized in the first half of 2026. In

addition, we completed our divisional realignment program

in September 2024. See Note 20, “Restructuring Charges,”

to the consolidated financial statements for further

discussion of these programs.

•Lease asset impairments: For the year ended December 31,

2023, this included impairment charges related to our

operating lease assets and leasehold improvements

associated with vacating certain leased office space, which

are recorded in occupancy and depreciation and

amortization expense in the Consolidated Statements of

Income.

•Gain/loss on extinguishment of debt: For the year ended

December 31, 2025 we recorded a gain on early

extinguishment of debt and for the year ended December

31, 2024 we recorded a loss on early extinguishment of

debt. These gains and losses were recorded under general,

administrative and other expense in the Consolidated

Statements of Income. See Note 9, “Debt Obligations,” to

the consolidated financial statements for further discussion.

•Net gain on divestitures: For the year ended December 31,

2025, this includes net gains on divestitures of our Solovis

business, Nordic power futures business and our Nasdaq

Risk Modelling for Catastrophes business. These gains are

net of costs to sell. See Note 4, “Acquisition and

Divestitures,” to the consolidated financial statements for

further discussion of these transactions.

•Net (income) loss 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 consolidated financial statements for

further discussion.

•Legal and regulatory matters: For the year ended

December 31, 2025, this includes accruals relating to

certain legal matters, which are recorded in professional

and contract services in the Consolidated Statements of

Income. For the year ended December 31, 2024, this

primarily related to the settlement of an SFSA fine, and

accruals related to certain legal matters, which are recorded

in regulatory expense and professional and contract

services in the Consolidated Statements of Income.

•Pension settlement charge: For the years ended December

31, 2024 and 2023, we recorded a pre-tax charge as a result

of settling our U.S. pension plan. The plan was terminated

and partially settled in 2023, with final settlement

occurring during the first quarter of 2024. The pre-tax

charge is recorded in compensation and benefits expense in

the Consolidated Statements of Income.

•Other (gain) loss: For the years ended December 31, 2025

and 2024, other items primarily include net gains and

losses from strategic investments entered into through our

corporate venture program, which are included in other

income (loss) in our Consolidated Statements of Income.

•Total 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 years ended December 31,

2025 and 2024, other tax adjustments reflect a tax benefit

related to payments made to certain former Adenza

employees. For the year ended December 31, 2025, this

also reflects tax benefits from the revaluation of deferred

tax liabilities to a lower blended state and local tax rate,

revised state positions related to prior years, the release of

a prior year reserve following a favorable audit settlement

and a divestiture in 2025. For the year ended December 31,

2024, other tax adjustments reflect a one-time net tax

expense of $33 million related to the completion of an

intra-group transfer of certain IP assets to our U.S.

headquarters as well as a tax benefit related to return to

provision adjustments and release of tax reserves due to

lapse in statute of limitations.

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;

47

•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:

	December 31, 2025	December 31, 2024
	(in millions)
Working capital	$42	$(116)
Cash and cash equivalents	604	592
Financial investments	28	184

Working Capital

The increase in working capital from December 31, 2024 to

December 31, 2025, excluding default funds and margin

deposits, which are both equal and offsetting, is primarily due

to a decrease in current liabilities and an increase in current

assets.

Decreased current liabilities were primarily due to:

•a decrease in Section 31 fees payable due to a decrease in

the fee rate, partially offset by

•higher deferred revenue due to higher average billings,

•an increase in other current liabilities,

•an increase in accrued personnel costs, and

•an increase in short-term debt due to the reclassification of

2026 Notes, partially offset by the repayment of the 2025

Notes.

Increased current assets were primarily due to:

•higher restricted cash primarily due to the movement of

regulatory capital to shorter term investments qualifying as

cash equivalents,

•an increase in other current assets, and

•an increase in cash and cash equivalents; partially offset by

•lower financial investments at fair value offset in restricted

cash above, and

•decreased receivables, net due to timing of billings.

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 December 31, 2025, our cash and

cash equivalents of $604 million were primarily invested in

money market funds, European government debt securities,

bank deposits and state-owned enterprises notes.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in

various foreign subsidiaries totaled $280 million as of

December 31, 2025 and $181 million as of December 31,

2024. The remaining balance held in the U.S. totaled $324

million as of December 31, 2025 and $411 million as of

December 31, 2024.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $210 million

as of December 31, 2025 and $31 million as of December 31,

2024, is restricted from withdrawal due to a contractual or

regulatory requirement or not available for general use and as

such is classified as restricted in the Consolidated Balance

Sheets. The increase in this balance as of December 31, 2025

is primarily due to more regulatory capital being invested in

shorter term investments, which are classified as cash

equivalents, and are included in restricted cash and cash

equivalents in the Consolidated Balance Sheets as of

December 31, 2025. As of December 31, 2024, we had more

regulatory capital being invested in longer term investments,

which were classified as financial investments in the

Consolidated Balance Sheets.

Cash Flow Analysis

The following table summarizes the changes in cash flows:

	Year Ended December 31,
	2025	2024
Net cash provided by (used in):	(in millions)
Operating activities	$2,255	$1,939
Investing activities	(1,100)	(953)
Financing activities	(2,953)	(2,561)

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 increased $316

million for the year ended December 31, 2025 compared with

the same period in 2024. The increase was primarily driven

by an increase in net income, partially offset by changes in

working capital, as discussed above, and a decrease in

adjustments to net income primarily driven by higher net

income from unconsolidated investees and net gain on

divestitures, partially offset by an increase in deferred income

tax expense.

Net Cash Used in Investing Activities

Net cash used in investing activities increased for the year

ended December 31, 2025 as compared to 2024 primarily

driven by increases in net purchases of investments related to

default funds and margin deposits of $373 million, purchases

48

of property and equipment of $59 million and other investing

activities of $46 million primarily related to our corporate

venture program, partially offset by proceeds from sales and

redemption of securities, net of $191 million, primarily due

to more regulatory capital being invested in shorter term

investments, which are classified as cash equivalents, and

proceeds from divestitures of $140 million. The movement in

our default funds and margin deposits has no impact on

Nasdaq's cash, cash equivalents, restricted cash or restricted

cash equivalents as it is held on behalf of our customers.

Net Cash Used in Financing Activities

Net cash used in financing activities increased for the year

ended December 31, 2025 as compared to 2024 primarily

driven by increases in repurchases of common stock of $471

million, an increase in dividends paid of $60 million and an

increase in the repayment of debt of $14 million, resulting

from our continued commitment toward deleveraging. These

increases were partially offset by a decrease in default funds

and margin deposits of $146 million which does not impact

Nasdaq's cash, cash equivalents, restricted cash or restricted

cash equivalents as it relates to customer funds.

See “Default Fund Contributions and Margin Deposits” of

Note 15, “Clearing Operations,” for further discussion of

these balances.

See Note 9, “Debt Obligations,” to the consolidated financial

statements for further discussion of our debt obligations.

See “Share Repurchase Program,” and “Cash Dividends on

Common Stock,” of Note 12, “Nasdaq Stockholders’

Equity,” to the 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 $28 million as of December

31, 2025 and $184 million as of December 31, 2024. Of these

securities, $18 million as of December 31, 2025 and $171

million as of December 31, 2024 are assets primarily utilized

to meet regulatory capital requirements, mainly for our

clearing operations at Nasdaq Clearing. See Restricted Cash

and Cash Equivalents above and Note 6, “Investments,” to

the 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 December 31,

2025, our required regulatory capital of $158 million was

primarily comprised of cash and cash equivalents that are

included in restricted cash and cash equivalents in the

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 December 31, 2025, the

combined required minimum net capital totaled $1 million

and the combined excess capital totaled $25 million,

substantially all of which is held in cash and cash equivalents

in the Consolidated Balance Sheets. The required minimum

net capital is included in restricted cash and cash equivalents

in the 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

December 31, 2025, our required regulatory capital of $47

million was primarily invested in cash and cash equivalents,

which is included in restricted cash and cash equivalents in

the Consolidated Balance Sheets and European government

debt securities that are included in financial investments in

the 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 December 31, 2025, other required

regulatory capital of $13 million, primarily related to Nasdaq

Central Securities Depository, was primarily invested in

European government debt securities that are included in

financial investments in the Consolidated Balance Sheets and

cash and cash equivalents, which is included in restricted

cash and cash equivalents in the Consolidated Balance

Sheets.

Equity and dividends

Share Repurchase Program

See “Share Repurchase Program,” of Note 12, “Nasdaq

Stockholders’ Equity,” to the 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:

	2025	2024
First quarter	$0.24	$0.22
Second quarter	0.27	0.24
Third quarter	0.27	0.24
Fourth quarter	0.27	0.24
Total	$1.05	$0.94

See “Cash Dividends on Common Stock,” of Note 12,

“Nasdaq Stockholders’ Equity,” to the consolidated financial

statements for further discussion of the dividends.

49

Debt Obligations

Our outstanding debt obligations, by contractual maturity, at December 31, 2025 are as follows (in U.S. Dollar millions):

n U.S. Notes  n Euro Notes

During 2025, we paid $426 million, excluding accrued

interest, to repurchase an aggregate book value of $444

million of our 2026 Notes, 2028 Notes, 2034 Notes and 2052

Notes. We also repaid in full, at maturity, the 2025 Notes for

an aggregate of $400 million.

As of December 31, 2025, the weighted average interest rate

on our debt obligations was approximately 3.7%, and for the

year ended December 31, 2025, the weighted average interest

rate on our debt obligations was approximately 3.81%. 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 addition to the 2022 Revolving Credit

Facility, we also have other credit facilities primarily to

support our Nasdaq Clearing operations in Europe, as well as

to provide a cash pool credit line. These European credit

facilities, which are available in multiple currencies, totaled

$208 million as of December 31, 2025 and $174 million as of

December 31, 2024 in available liquidity, none of which was

utilized.

As of December 31, 2025, we were in compliance with the

covenants of all of our debt obligations.

See Note 9, “Debt Obligations,” to the consolidated financial

statements for further discussion of our debt obligations.

CONTRACTUAL OBLIGATIONS AND CONTINGENT

COMMITMENTS

Nasdaq has contractual obligations to make future payments

under debt obligations by contract maturity, operating lease

payments, and other obligations. The following table

summarizes material cash requirements for known

contractual and other obligations as of December 31, 2025,

and the estimated timing thereof.

	Payments Due by Period
(in millions)	Total	<1 year	1-3<br><br>years	3-5<br><br>years	5+ years
Debt obligation by<br><br>contractual maturity	$14,240	$760	$1,415	$1,952	$10,113
Operating lease<br><br>obligations	638	84	165	146	243
Purchase obligations	1,506	150	260	280	816
Total	$16,384	$994	$1,840	$2,378	$11,172

In the table above:

•Debt obligations by contractual maturity include both

principal and interest obligations. For our Euro Notes,

interest is calculated on an actual basis while all other debt

obligations were primarily calculated on a 365-day basis at

the contractual fixed rate multiplied by the aggregate

principal amount as of December 31, 2025. See Note 9,

“Debt Obligations,” to the consolidated financial

statements for further discussion.

50

•Operating lease obligations represent our undiscounted

operating lease liabilities as of December 31, 2025, as well

as legally binding minimum lease payments for leases

signed but not yet commenced. See Note 16, “Leases,” to

the consolidated financial statements for further discussion

of our leases.

•Purchase obligations primarily represent minimum

outstanding obligations due under software license

agreements. The balance as of December 31, 2025 is

primarily comprised of our multi-year Amazon Web

Services partnership contract, which we expanded and

extended in the first quarter of 2025. This contract will

benefit both our Financial Technology and Market Services

segments, including their modernization. The expansion of

this contract is not expected to increase our cloud expense

compared to our expectation over the short term or the life

of the contract, and preserves flexibility beyond our

forecast.

OFF-BALANCE SHEET ARRANGEMENTS

For discussion of off-balance sheet arrangements see:

•Note 15, “Clearing Operations,” to the consolidated

financial statements for further discussion of our non-cash

default fund contributions and margin deposits received for

clearing operations; and

•Note 18, “Commitments, Contingencies and Guarantees,”

to the consolidated financial statements for further

discussion of:

◦Guarantees issued and credit facilities available;

◦Other guarantees; and

◦Routing brokerage activities.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

As a result of our operating, investing and financing

activities, we are exposed to market risks such as interest rate

risk and foreign currency exchange rate risk. We are also

exposed to credit risk as a result of our normal business

activities.

We have implemented policies and procedures to measure,

manage, monitor and report risk exposures, which are

reviewed regularly by management and the board of

directors. We identify risk exposures and monitor and

manage such risks on a daily basis.

We perform sensitivity analyses to determine the effects of

market risk exposures. We may use derivative instruments

solely to hedge financial risks related to our financial

positions or risks that are incurred during the normal course

of business. We do not use derivative instruments for

speculative purposes.

Interest Rate Risk

We are subject to the risk of fluctuating interest rates in the

normal course of business. Our exposure to market risk for

changes in interest rates relates primarily to our financial

investments and debt obligations, which are discussed below.

All of our outstanding debt obligations are fixed-rate

obligations. We may enter into transactions that expose us to

interest rate risk, for which we may utilize interest rate

derivatives agreements to manage that risk.

Financial Investments

As of December 31, 2025, our investment portfolio was

primarily comprised of highly rated European government

debt securities, which pay a fixed rate of interest. These

securities are subject to interest rate risk and the fair value of

these securities will decrease if market interest rates increase.

The impact of an immediate increase to market interest rates,

uniformly, by a hypothetical 100 basis points from levels as

of December 31, 2025, would not have a material impact on

our financial statements.

Debt Obligations

As of December 31, 2025, all of our outstanding debt

obligations are fixed-rate obligations. Interest rates on certain

tranches of notes are subject to adjustment to the extent our

debt rating is downgraded below investment grade, as further

discussed in Note 9, “Debt Obligations,” to the consolidated

financial statements. While changes in interest rates will have

no impact on the interest we pay on fixed-rate obligations, we

are exposed to changes in interest rates as a result of the

borrowings under our 2022 Revolving Credit Facility, as this

facility has a variable interest rate. We may also be exposed

to changes in interest rates if there are amounts outstanding

from the sale of commercial paper under our commercial

paper program, which have variable interest rates. As of

December 31, 2025, there were no outstanding borrowings

under our 2022 Revolving Credit Facility or commercial

paper program.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk. Our

primary transactional exposure to foreign currency

denominated revenues less transaction-based expenses and

operating income for the years ended December 31, 2025 and

2024 is presented in the following tables. The tables below

do not include the offsetting impact of our hedging programs.

51

	Euro	Swedish<br><br>Krona	Canadian<br><br>Dollar	Other<br><br>Foreign<br><br>Currencies	U.S.<br><br>Dollar
	(in millions, except currency rate)
Year Ended December 31, 2025
Average FX<br><br>rate to the<br><br>U.S. dollar	1.128	0.102	0.716	#	N/A
Percentage of<br><br>revenues less<br><br>transaction-<br><br>based<br><br>expenses	7.7%	3.3%	0.6%	3.5%	84.9%
Percentage of<br><br>operating<br><br>income	8.6%	(2.8)%	(6.4)%	(9.8)%	110.4%
Impact of a<br><br>10% adverse<br><br>currency<br><br>fluctuation on<br><br>revenues less<br><br>transaction-<br><br>based<br><br>expenses	$(40)	$(17)	$(3)	$(18)	$—
Impact of a<br><br>10% adverse<br><br>currency<br><br>fluctuation on<br><br>operating<br><br>income	$(20)	$(7)	$(15)	$(23)	$—			Euro	Swedish<br><br>Krona	Canadian<br><br>Dollar	Other<br><br>Foreign<br><br>Currencies	U.S.<br><br>Dollar
---	---	---	---	---	---
	(in millions, except currency rate)
Year Ended December 31, 2024
Average FX<br><br>rate to the<br><br>U.S. dollar	1.082	0.095	0.730	#	N/A
Percentage of<br><br>revenues less<br><br>transaction-<br><br>based<br><br>expenses	7.9%	3.4%	0.7%	3.7%	84.3%
Percentage of<br><br>operating<br><br>income	11.8%	(5.9)%	(7.8)%	(10.5)%	112.4%
Impact of a<br><br>10% adverse<br><br>currency<br><br>fluctuation on<br><br>revenues less<br><br>transaction-<br><br>based<br><br>expenses	$(37)	$(16)	$(3)	$(17)	$—
Impact of a<br><br>10% adverse<br><br>currency<br><br>fluctuation on<br><br>operating<br><br>income	$(21)	$(11)	$(14)	$(19)	$—

__________

#Represents multiple foreign currency rates.

N/ANot 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 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 December 31, 2025,

the fair value of our derivatives designated as cash flow

hedging instruments are not material.

Our investments in foreign subsidiaries are exposed to

volatility in currency exchange rates through translation of

the foreign subsidiaries’ net assets or equity to U.S. dollars.

Substantially all of our foreign subsidiaries operate in

functional currencies other than the U.S. dollar. The financial

statements of these subsidiaries are translated into U.S.

dollars for consolidated reporting using a current rate of

exchange, with net gains or losses recorded in accumulated

other comprehensive loss in the Consolidated Balance Sheets.

Our primary exposure to net assets in foreign currencies as of

December 31, 2025 is presented in the following table:

	Net Assets	Impact of a 10%<br><br>Adverse Currency<br><br>Fluctuation
	(in millions)
Swedish Krona	$3,340	$(334)
Norwegian Krone	141	(14)
Canadian Dollar	137	(14)
Australian Dollar	84	(8)
British Pound	78	(8)

In the table above, Swedish Krona includes goodwill of

$2,488 million and intangible assets, net of $511 million.

52

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 Consolidated Balance Sheets. See Note 9, “Debt

Obligations,” to the consolidated financial statements. 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

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

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 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 15, “Clearing

Operations,” to the 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.

53

•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.

CRITICAL ACCOUNTING POLICIES AND

ESTIMATES

The preparation of financial statements and related

disclosures in conformity with U.S. GAAP requires

management to make judgments, assumptions, and estimates

that affect the amounts reported in the consolidated financial

statements and accompanying notes. Note 2, “Summary of

Significant Accounting Policies,” to the consolidated

financial statements describes the significant accounting

policies and methods used in the preparation of the

consolidated financial statements. The accounting policies

described below are significantly affected by critical

accounting estimates. Such accounting policies require

significant judgments, assumptions, and estimates used in the

preparation of the consolidated financial statements, and

actual results could differ materially from the amounts

reported based on these policies.

Revenue Recognition

As part of our on-premises offerings for our AxiomSL,

market technology, and Calypso solutions within our

Financial Technology segment, we enter into long-term

contracts with our customers that contain multiple

performance obligations. These contracts often include

combinations of software licenses, professional services,

PCS, and other services. We allocate the total contract value

to each performance obligation based on relative standalone

selling prices, or SSP. When observable prices are not

available such as, when a product or service is not sold

separately, we estimate SSP using an expected cost-plus-

margin approach. In certain cases, we apply a residual

approach, allocating the remaining transaction price to

undetermined obligations after assigning amounts to those

with observable SSPs.

For AxiomSL on-premises contracts, we account for the

software license and PCS as a single performance obligation.

This is due to the frequent and mandatory regulatory updates

that are integral to the utility of the software. As such,

revenue is recognized ratably over the contract term,

reflecting the continuous transfer of value to the customer.

As part of our on-premises market technology offering, the

performance obligations within our contracts to develop

customized technology solutions generally consist of a

software license and installation service (professional

services), which together form a single distinct performance

obligation, as well as PCS. We have determined that the

software license and installation service are not distinct as the

license and the customized installation service are inputs to

produce the combined output, a functional and integrated

software system. Revenue for this combined performance

obligation is generally recognized over time using costs

incurred to date relative to total estimated costs at completion

to measure progress toward satisfying our performance

obligation. We recognize revenue over time as our customer

controls the asset for which we are creating, our performance

does not create an asset with alternative use, and we have a

right to payment for performance completed to date. We must

estimate total contract costs, which are influenced by factors

such as technical complexity, delivery schedules, and

productivity. These estimates are reviewed and updated at

least quarterly. Any changes in assumptions or estimates are

recognized in the period in which they occur and may

materially impact the timing and amount of revenue and

profit recognized. PCS revenue is recognized ratably over the

support period, reflecting the continuous transfer of services.

Our Calypso on-premises offering typically includes two

distinct performance obligations: a software license and PCS.

License revenue is recognized upfront at the point in time

when the software is made available to the customer as this is

when the customer obtains control and can derive

substantially all benefits from the license. PCS revenue is

recognized over time on a ratable basis over the contract

period beginning on the date that our service is made

available to the customer since the customer receives and

consumes the benefit as Nasdaq provides the service.

Accounting for these contracts requires significant judgment

across several areas. This includes identifying distinct

performance obligations within complex, multi-element

arrangements and determining the SSP for each obligation,

especially when observable pricing is not available. We also

exercise judgment in allocating the transaction price to each

performance obligation based on relative SSP, and in

54

selecting the appropriate method to measure progress toward

satisfaction of those obligations, such as the input method for

long-term implementation services. If estimated total contract

costs exceed total revenues, we record a provision for the full

expected loss in the period the loss is identified.

Due to the significance of judgment in the estimation process,

as discussed above, changes in assumptions and estimates

may adversely or positively affect financial performance in

future periods.

For further discussion related to recognition of these

revenues, see “Revenue From Contracts with Customers -

Revenue Recognition,” of Note 2, “Summary of Significant

Accounting Policies,” to the consolidated financial

statements.

Goodwill, Indefinite-Lived Intangible Assets and Related

Impairment Testing

Assets acquired and liabilities assumed in connection with

our acquisitions are recorded at their estimated fair values.

Goodwill represents the excess of purchase price over the

estimated fair 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 recognize specifically identifiable

intangibles, such as customer relationships, technology,

exchange and clearing registrations, trade names and licenses

when a specific right or contract is acquired. Goodwill and

intangible assets deemed to have indefinite useful lives,

primarily exchange and clearing registrations, are not

amortized but instead are tested for impairment at least

annually as of October 1 and more frequently whenever

events or changes in circumstances indicate that the fair value

of the asset may be less than its carrying amount, 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. We perform our goodwill impairment test

at the reporting unit level for our three reporting units:

Capital Access Platforms, Financial Technology and Market

Services segments.

When testing goodwill and indefinite-lived intangible assets

for impairment, we have the option of first performing a

qualitative assessment to determine whether it is more likely

than not that the fair value of a reporting unit or indefinite-

lived intangible asset is less than their respective carrying

amounts as the basis to determine if it is necessary to perform

a quantitative impairment test. If we choose not to complete a

qualitative assessment, or if the initial assessment indicates

that it is more likely than not that the carrying amount of a

reporting unit or the carrying amount of an indefinite-lived

intangible asset exceeds their respective estimated fair values,

a quantitative test is required. Our decision to perform a

qualitative impairment assessment in a given year is

influenced by a number of factors, including but not limited

to, the size of the reporting unit’s goodwill, the significance

of the excess of the reporting unit’s estimated fair value or

the indefinite-lived intangible asset’s fair value over their

respective carrying amounts at the last quantitative

assessment date, and the amount of time in between

quantitative fair value assessments.

In performing a quantitative impairment test, we compare the

fair value of each reporting unit and indefinite-lived

intangible asset with their respective carrying amounts. The

fair value of each reporting unit is estimated using a

combination of a discounted cash flow valuation, which

incorporates assumptions regarding future growth rates,

terminal values, and discount rates, as well as guideline

public company valuations, which incorporates relevant

trading multiples of comparable companies and other factors.

The estimates and assumptions used consider historical

performance and are consistent with the assumptions used in

determining future profit plans for each reporting unit, which

are approved by our board of directors. The fair value of

indefinite-lived intangible assets is primarily determined on

the basis of estimated discounted value, using the Greenfield

Approach for exchange and clearing registrations and

licenses, and the relief from royalty approach or excess

earnings approach for trade names, both of which incorporate

assumptions regarding future revenue projections and

discount rates. If the carrying amounts of the reporting unit or

the indefinite-lived intangible asset exceed their respective

fair values, an impairment charge is recognized in an amount

equal to the difference, limited to the total amount of

goodwill allocated to that reporting unit or the total carrying

value of the indefinite-lived intangible asset.

The following table presents the carrying value of goodwill

for our reportable segments at the time of our 2025 annual

impairment test:

	October 1, 2025
	(in millions)
Capital Access Platforms	$4,282
Financial Technology	7,947
Market Services	2,107
	$14,336

In 2025, we performed a qualitative impairment test for

goodwill on all reporting units and indefinite-lived intangible

assets, as the excesses of their fair values over their

respective carrying amounts, at the time of the last

quantitative test in 2023, were significant. In conducting the

qualitative assessment, we evaluated the performance of each

of these reporting units and indefinite-lived intangible assets

since the last quantitative test, as well as future financial

projections to determine if there were any changes in the key

inputs used to determine their respective fair values. We also

considered the qualitative factors in FASB ASC Topic 350,

“Intangibles–Goodwill and Other,” as well as other relevant

events and circumstances. Based on the results of the

qualitative assessment for each reporting unit and indefinite-

lived intangible asset, and the predominance of positive

indicators and the weight of such indicators, we concluded

that the fair values of our reporting units and indefinite-lived

intangible assets are more likely than not greater than their

respective carrying amounts and as a result, quantitative

analyses were not needed. No impairment of goodwill or

indefinite-lived intangible assets was recorded in 2025, 2024

and 2023.

55

Although we believe our estimates of fair value are

reasonable, the determination of certain valuation inputs is

subject to management’s judgment. Changes in these inputs

could materially affect the results of our impairment review.

If our forecasts of cash flows or other key inputs are

negatively revised in the future, the estimated fair value of

each reporting unit and of our indefinite-lived intangible

assets would be adversely impacted, potentially leading to an

impairment in the future that could materially affect our

operating results.

Subsequent to our annual impairment test, no indications of

impairment were identified.

Other Long-Lived Assets and Related Impairment

We review our other long-lived assets, such as finite-lived

intangible assets, property and equipment, and operating

lease assets for potential impairment when there is evidence

that events or changes in circumstances indicate that the

carrying amount of an asset may not be recoverable. The

carrying amount of an asset is not recoverable if it exceeds

the sum of the undiscounted cash flows expected to result

from the use and eventual disposition of the asset. If the

carrying amount of the long-lived asset is not recoverable, we

would measure the impairment loss as the amount by which

the carrying amount of the asset exceeds its fair value and is

recorded as a reduction in the carrying amount of the related

asset and a charge to operating results. The fair value of

finite-lived intangible assets, property and equipment and

operating lease assets is based on various valuation

techniques, such as discounted cash flow analysis.

There were no material finite-lived intangible assets

impairment charges in 2025, 2024 and 2023.

There were no material non-cash property and equipment

asset impairment charges in 2025. We recorded pre-tax, non-

cash property and equipment asset impairment charges,

primarily in relation to our restructuring programs of

$37 million in 2024 and $12 million in 2023. See Note 20,

“Restructuring Charges,” to the consolidated financial

statements for a discussion of these plans.

There were no material operating lease assets impairments in

2025 and 2024. As a result of the review of our real estate

and facility capacity requirements, for the year ended

December 31, 2023, we recorded impairment charges of

$23 million, of which $18 million related to operating lease

asset impairment. See Note 16, “Leases,” for further

discussion.

No material impairments were recorded to reduce the

carrying value of our other long-lived assets during 2025,

2024 or 2023.

Income Taxes

Estimates and judgments are required in the calculation of

certain tax liabilities and in the determination of the

recoverability of certain deferred tax assets, which arise from

net operating loss carryforwards, tax credit carryforwards and

temporary differences between the tax and financial

statement recognition of revenues and expenses. Our deferred

tax assets are reduced by a valuation allowance if it is more

likely than not that some portion or all of the recorded

deferred tax assets will not be realized in future periods.

Management is required to determine whether a tax position

is more likely than not to be sustained upon examination,

including resolution of any related appeals or litigation

processes, based on the technical merits of the position. Once

it is determined that a position meets the recognition

thresholds, the position is measured to determine the amount

of benefit to be recognized in the consolidated financial

statements.

In assessing the need for a valuation allowance, we consider

all available evidence including past operating results, the

existence of cumulative losses in the most recent fiscal years,

estimates of future taxable income and the feasibility of tax

planning strategies. In the event that we change our

determination as to the amount of deferred tax assets that can

be realized, we will adjust our valuation allowance with a

corresponding impact to the provision for income taxes in the

period in which such determination is made.

In addition, the calculation of our tax liabilities involves

uncertainties in the application of tax regulations in the U.S.

and other tax jurisdictions. We recognize potential liabilities

for anticipated tax audit issues in such jurisdictions based on

our estimate of whether, and the extent to which, additional

taxes and interest may be due. While we believe that our tax

liabilities reflect the probable outcome of identified tax

uncertainties, it is reasonably possible that the ultimate

resolution of any tax matter may be greater or less than the

amount accrued. If events occur and the payment of these

amounts ultimately proves unnecessary, the reversal of the

liabilities would result in tax benefits being recognized in the

period when we determine the liabilities are no longer

necessary. If our estimate of tax liabilities proves to be less

than the ultimate assessment, a further charge to expense

would result.

Item 7A. Quantitative and Qualitative Disclosures About

Market Risk

Information about quantitative and qualitative disclosures

about market risk is incorporated herein by reference from

“Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations - Quantitative and

Qualitative Disclosures About Market Risk.”

Item 8. Financial Statements and Supplementary Data

Nasdaq’s consolidated financial statements, including

Consolidated Balance Sheets as of December 31, 2025 and

2024, Consolidated Statements of Income for the years ended

December 31, 2025, 2024 and 2023, Consolidated Statements

of Comprehensive Income for the years ended December 31,

2025, 2024 and 2023, Consolidated Statements of Changes in

Stockholders’ Equity for the years ended December 31, 2025,

2024 and 2023, Consolidated Statements of Cash Flows for

the years ended December 31, 2025, 2024 and 2023 and

notes to our consolidated financial statements, together with a

56

report thereon of Ernst & Young LLP, dated February 12,

2026, are attached hereto as pages F-1 through F-44 and

incorporated by reference herein.

Item 9. Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure

None.

Item 9A. 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 December 31, 2025 that have materially

affected, or are reasonably likely to materially affect,

Nasdaq’s internal control over financial reporting.

Management’s Report on Internal Control Over

Financial Reporting

Management is responsible for the preparation and integrity

of the consolidated financial statements appearing in the

reports that we file with the SEC. The consolidated financial

statements were prepared in conformity with U.S. generally

accepted accounting principles and include amounts based on

management’s estimates and judgments.

Management is also responsible for establishing and

maintaining adequate internal control over Nasdaq’s financial

reporting. Although there are inherent limitations in the

effectiveness of any system of internal control over financial

reporting, or ICFR, we maintain a system of internal control

that is designed to provide reasonable assurance as to the fair

and reliable preparation and presentation of the consolidated

financial statements, as well as to safeguard assets from

unauthorized use or disposition that could have a material

effect on the financial statements.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2025,

based on criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) (2013

framework). This evaluation included review of the

documentation of controls, evaluation of the design

effectiveness of controls, testing of the operating

effectiveness of controls and a conclusion on this evaluation.

Based on its assessment, our management believes that, as of

December 31, 2025, our internal control over financial

reporting is effective.

Ernst & Young LLP, an independent registered public

accounting firm, has issued an attestation report on Nasdaq’s

internal control over financial reporting, which is included

herein.

57

Report of Independent Registered Public Accounting

Firm

To the Stockholders and the Board of Directors of Nasdaq,

Inc.

Opinion on Internal Control over Financial Reporting

We have audited Nasdaq, Inc.’s internal control over

financial reporting as of December 31, 2025, based on

criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013

framework) (the COSO criteria). In our opinion, Nasdaq, Inc.

(the Company) maintained, in all material respects, effective

internal control over financial reporting as of December 31,

2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated balance sheets of the

Company as of December 31, 2025 and 2024, the related

consolidated statements of income, comprehensive income,

changes in stockholders’ equity and cash flows for each of

the three years in the period ended December 31, 2025, and

the related notes and our report dated February 12, 2026

expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining

effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over

financial reporting included in the accompanying

Management’s Report on Internal Control Over Financial

Reporting . Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on

our audit. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to

the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of

the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about

whether effective internal control over financial reporting

was maintained in all material respects.

Our audit included obtaining an understanding of internal

control over financial reporting, assessing the risk that a

material weakness exists, testing and evaluating the design

and operating effectiveness of internal control based on the

assessed risk, and performing such other procedures as we

considered necessary in the circumstances. We believe that

our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over

Financial Reporting

A company’s internal control over financial reporting is a

process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s

internal control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company

are being made only in accordance with authorizations of

management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of

the company’s assets that could have a material effect on the

financial statements.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the

degree of compliance with the policies or procedures may

deteriorate.

/s/ Ernst & Young LLP

New York, New York

February 12, 2026

58

Item 9B. Other Information

During the three months ended December 31, 2025, none of

the Company’s directors or officers adopted, terminated or

modified a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement” (as such terms are defined in

Item 408 of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate

Governance

Information about Nasdaq’s directors, as required by

Item 401 of Regulation S-K, is incorporated by reference, if

applicable, from the discussion under the caption “Our Board

• Director Nominees” in Nasdaq’s Proxy Statement.

Information about Nasdaq’s executive officers, as required

by Item 401 of Regulation S-K, is incorporated by reference

from the discussion under the caption “Executive Officers” in

the Proxy Statement. Information about Section 16 reports, as

required by Item 405 of Regulation S-K, is incorporated by

reference from the discussion under the caption “Other Items

• Delinquent Section 16(a) Reports” in the Proxy Statement.

Information about Nasdaq’s code of ethics, as required by

Item 406 of Regulation S-K, is incorporated by reference

from the discussion under the caption "Governance - Ethics

and Compliance" in the Proxy Statement. Information about

Nasdaq’s nomination procedures, Audit & Risk Committee

and Audit & Risk Committee financial experts, as required

by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-

K, is incorporated by reference from the discussions under

the headings “Our Board - Director Nominees” and “Our

Board - Board Committees” in the Proxy Statement.

Nasdaq has an insider trading policy governing the purchase,

sale and other dispositions of Nasdaq’s securities that applies

to all Nasdaq personnel, including directors, officers,

employees, and other covered persons, as well as Nasdaq

itself. Nasdaq also follows procedures for the repurchase of

its securities. Nasdaq believes that its insider trading policy is

reasonably designed to promote compliance with insider

trading laws, rules and regulations, as well as applicable

listing standards. A copy of Nasdaq’s insider trading policy is

filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Item 11. Executive Compensation

Information about Nasdaq’s director and executive

compensation, as required by Items 402, 407(e)(4) and

407(e)(5) of Regulation S-K, is incorporated by reference

from the discussions under the headings “Our Board -

Director Compensation” and “Executive

Compensation” (except under “Pay versus Performance”) in

the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder

Matters

Information about security ownership of certain beneficial

owners and management, as required by Item 403 of

Regulation S-K, is incorporated by reference from the

discussion under the heading “Other Items - Security

Ownership of Certain Beneficial Owners and Management”

in the Proxy Statement.

Equity Compensation Plan and ESPP Information

Nasdaq’s Equity Plan provides for the issuance of our equity

securities to all employees and directors as part of their

compensation plan.

In addition, in jurisdictions where participation in the ESPP

is permitted, all our employees are eligible. Employees may

purchase shares of our common stock at a 15% discount to

the lesser of the closing price of our common stock on (i) the

first trading day of the offering period or (ii) the last trading

day of the offering period. Offering periods under the ESPP

are nine months in duration. As of December 31, 2025, all

our employees are eligible to participate.

The Equity Plan and the ESPP have been previously

approved by our stockholders. The following table sets forth

information regarding outstanding options and shares

reserved for future issuance under all of Nasdaq’s

compensation plans as of December 31, 2025.

Plan Category	Number of<br><br>shares<br><br>to be issued<br><br>upon exercise<br><br>of outstanding<br><br>options,<br><br>warrants<br><br>and rights(a)	Weighted-<br><br>average<br><br>exercise price<br><br>of<br><br>outstanding<br><br>options,<br><br>warrants and<br><br>rights(b)	Number of<br><br>shares<br><br>remaining<br><br>available<br><br>for future<br><br>issuance under<br><br>equity<br><br>compensation<br><br>plans (excluding<br><br>shares<br><br>reflected in<br><br>column(a))(c)
Equity<br><br>compensation<br><br>plans approved<br><br>by stockholders	1,420,323	$41.79	31,636,261
Equity<br><br>compensation<br><br>plans not<br><br>approved by<br><br>stockholders	—	—	—
Total	1,420,323	$41.79	31,636,261

In the table above:

•As of December 31, 2025, we also had 6,298,594 shares to

be issued upon vesting of outstanding restricted stock and

PSUs.

•The number of shares remaining available for future

issuance under equity compensation plans (excluding

shares reflected in column (a) includes 21,559,043 shares

of common stock that may be awarded pursuant to the

Equity Plan and (b) 10,077,218 shares of common stock

that may be issued pursuant to the ESPP.

59

Item 13. Certain Relationships and Related Transactions,

and Director Independence

Information about certain relationships and related

transactions, as required by Item 404 of Regulation S-K, is

incorporated herein by reference from the discussion under

the heading “Other Items - Certain Relationships and Related

Transactions” in the Proxy Statement. Information about

director independence, as required by Item 407(a) of

Regulation S-K, is incorporated herein by reference from the

discussion under the heading “Our Board - Director

Nominees” in the Proxy Statement.

Item 14. Principal Accountant Fees and Services

Information about principal accountant fees and services, as

required by Item 9(e) of Schedule 14A, is incorporated herein

by reference from the discussion under the heading “Annual

Evaluation and 2026 Selection of the Independent Auditors”

in the Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

See “Index to Consolidated Financial Statements.”

(a)(2) Financial Statement Schedules

All schedules are omitted because they are not applicable or

the required information is included in the consolidated

financial statements or notes.

(a)(3) Exhibits

Exhibit<br><br>Number
2.1	Share Purchase Agreement, dated as of<br><br>November 18, 2020, by and among Osprey<br><br>Acquisition Corporation, a wholly owned<br><br>subsidiary of Nasdaq, Verafin Holdings Inc.,<br><br>certain shareholders of Verafin (the “Sellers”),<br><br>and Shareholder Representative Services LLC,<br><br>solely in its capacity as the representative of the<br><br>Sellers (incorporated herein by reference to<br><br>Exhibit 2.2 to the Annual Report on Form 10-K<br><br>for the year ended December 31, 2020 filed on<br><br>February 23, 2021).†
2.2	Amendment to Share Purchase Agreement,<br><br>dated as of February 11, 2021, by and among<br><br>Osprey Acquisition Corporation, a wholly<br><br>owned subsidiary of Nasdaq, Verafin Holdings<br><br>Inc., certain shareholders of Verafin (the<br><br>“Sellers”), and Shareholder Representative<br><br>Services LLC, solely in its capacity as the<br><br>representative of the Sellers (incorporated herein<br><br>by reference to Exhibit 2.3 to the Annual Report<br><br>on Form 10-K for the year ended December 31,<br><br>2020 filed on February 23, 2021).		2.3	Agreement and Plan of Merger, dated as of June<br><br>10, 2023, by and among Nasdaq, Inc., Argus<br><br>Merger Sub 1, Inc., Argus Merger Sub 2, LLC,<br><br>Adenza Holdings, Inc. and Adenza Parent, LP.<br><br>(incorporated herein by reference to Exhibit 2.1<br><br>to the Current Report on Form 8-K filed on June<br><br>12, 2023).†
---	---
3.1	Amended and Restated Certificate of<br><br>Incorporation of Nasdaq (incorporated herein by<br><br>reference to Exhibit 3.1 to the Current Report on<br><br>Form 8-K filed on January 28, 2014).
3.1.1	Certificate of Elimination of Nasdaq’s Series A<br><br>Convertible Preferred Stock (incorporated<br><br>herein by reference to Exhibit 3.1.1 to the<br><br>Current Report on Form 8-K filed on January<br><br>28, 2014).
3.1.2	Certificate of Amendment of Nasdaq’s<br><br>Amended and Restated Certificate of<br><br>Incorporation (incorporated herein by reference<br><br>to Exhibit 3.1 to the Current Report on Form 8-<br><br>K filed on November 19, 2014).
3.1.3	Certificate of Amendment of Nasdaq’s<br><br>Amended and Restated Certificate of<br><br>Incorporation (incorporated herein by reference<br><br>to Exhibit 3.1 to the Current Report on Form 8-<br><br>K filed on September 8, 2015).
3.1.4	Certificate of Amendment of Nasdaq’s<br><br>Amended and Restated Certificate of<br><br>Incorporation (incorporated herein by reference<br><br>to Exhibit 3.1 to the Current Report on Form 8-<br><br>K filed on July 20, 2022).
3.1.5	Certificate of Amendment of Nasdaq’s<br><br>Amended and Restated Certificate of<br><br>Incorporation (incorporated herein by reference<br><br>to Exhibit 3.1 to the Current Report on Form 8-<br><br>K filed on January 16, 2026).
3.2	Nasdaq’s Amended and Restated By-Laws<br><br>(incorporated herein by reference to Exhibit 3.2<br><br>to the Current Report on Form 8-K filed on<br><br>January 16, 2026).
4.1	Form of Common Stock certificate<br><br>(incorporated herein by reference to Exhibit 4.1<br><br>to the Quarterly Report on Form 10-Q for the<br><br>quarter ended September 30, 2015 filed on<br><br>November 4, 2015).
4.2	Stockholders’ Agreement, dated as of February<br><br>27, 2008, between Nasdaq, Inc. (f/k/a The<br><br>NASDAQ OMX Group, Inc.) and Borse Dubai<br><br>Limited (incorporated herein by reference to<br><br>Exhibit 10.2 to the Current Report on Form 8-K<br><br>filed on March 3, 2008).
4.2.1	First Amendment to Stockholders’ Agreement,<br><br>dated as of February 19, 2009, between Nasdaq,<br><br>Inc. (f/k/a The NASDAQ OMX Group, Inc.)<br><br>and Borse Dubai Limited (incorporated herein<br><br>by reference to Exhibit 4.10.1 to the Annual<br><br>Report on Form 10-K for the year ended<br><br>December 31, 2008 filed on February 27, 2009).

60

4.2.2	Second Amendment to Nasdaq Stockholders’<br><br>Agreement, dated as of March 19, 2024, by and<br><br>between Nasdaq, Inc. and Borse Dubai Limited<br><br>(incorporated herein by reference to Exhibit 4.1<br><br>to the Current Report on Form 8-K filed on<br><br>March 20, 2024).
4.3	Registration Rights Agreement, dated as of<br><br>February 27, 2008, among Nasdaq, Inc. (f/k/a<br><br>The NASDAQ OMX Group, Inc.), Borse Dubai<br><br>Limited and Borse Dubai Nasdaq Share Trust<br><br>(incorporated herein by reference to Exhibit 10.3<br><br>to the Current Report on Form 8-K filed on<br><br>March 3, 2008).
4.3.1	First Amendment to Registration Rights<br><br>Agreement, dated as of February 19, 2009,<br><br>among Nasdaq, Inc. (f/k/a The NASDAQ OMX<br><br>Group, Inc.), Borse Dubai Limited and Borse<br><br>Dubai Nasdaq Share Trust (incorporated herein<br><br>by reference to Exhibit 4.11.1 to the Annual<br><br>Report on Form 10-K for the year ended<br><br>December 31, 2008 filed on February 27, 2009).
4.4	Stockholders’ Agreement, dated as of<br><br>December 16, 2010, between Nasdaq, Inc. (f/k/a<br><br>The NASDAQ OMX Group, Inc.) and Investor<br><br>AB (incorporated herein by reference to Exhibit<br><br>4.12 to the Annual Report on Form 10-K for the<br><br>year ended December 31, 2010 filed on<br><br>February 24, 2011).
4.4.1	First Amendment to Nasdaq Stockholders’<br><br>Agreement, dated as of December 14, 2022,<br><br>between Nasdaq, Inc. and Investor AB<br><br>(incorporated herein by reference to Exhibit 4.1<br><br>to the Current Report on Form 8-K filed on<br><br>December 16, 2022).
4.5	Stockholders’ Agreement, dated as of November<br><br>1, 2023, by and among Nasdaq, Inc., Adenza<br><br>Parent, LP and Thoma Bravo, L.P. (incorporated<br><br>herein by reference to Exhibit 4.1 to the Current<br><br>Report on Form 8-K filed on November 3,<br><br>2023).
4.6	Registration Rights Agreement, dated as of<br><br>November 1, 2023, by and among Nasdaq, Inc.<br><br>and Adenza Parent, LP. (incorporated herein by<br><br>reference to Exhibit 4.2 to the Current Report on<br><br>Form 8-K filed on November 3, 2023).
4.7	Indenture, dated as of June 7, 2013, between<br><br>Nasdaq, Inc. (f/k/a The NASDAQ OMX Group,<br><br>Inc.) and Wells Fargo Bank, National<br><br>Association, as Trustee (incorporated herein by<br><br>reference to Exhibit 4.1 to the Current Report on<br><br>Form 8-K filed on June 10, 2013).
4.7.1	Fourth Supplemental Indenture, dated as of June<br><br>7, 2016, among Nasdaq, Inc. and Wells Fargo<br><br>Bank, National Association, as Trustee<br><br>(incorporated herein by reference to Exhibit 4.1<br><br>to the Current Report on Form 8-K filed on June<br><br>7, 2016).		4.8	Sixth Supplemental Indenture, dated as of April<br><br>1, 2019, among Nasdaq, Inc., Wells Fargo Bank,<br><br>National Association, as Trustee, and HSBC<br><br>Bank USA, National Association, as paying<br><br>agent and as registrar and transfer agent<br><br>(incorporated herein by reference to Exhibit 4.2<br><br>to the Form 8-A filed on April 1, 2019).
---	---
4.9	Seventh Supplemental Indenture, dated February<br><br>13, 2020, among Nasdaq, Inc., Wells Fargo<br><br>Bank, National Association, as Trustee, and<br><br>HSBC Bank USA, National Association, as<br><br>paying agent and as registrar and transfer agent<br><br>(incorporated herein by reference to Exhibit 4.2<br><br>to the Company’s Form 8-A filed on February<br><br>13, 2020).
4.10	Eighth Supplemental Indenture, dated April 28,<br><br>2020, by and between Nasdaq, Inc. and Wells<br><br>Fargo Bank, National Association, as Trustee<br><br>(incorporated herein by reference to Exhibit 4.2<br><br>to the Current Report on Form 8-K filed on<br><br>April 28, 2020).
4.11	Tenth Supplemental Indenture, dated December<br><br>21, 2020, by and between Nasdaq, Inc. and<br><br>Wells Fargo Bank, National Association, as<br><br>Trustee (incorporated herein by reference to<br><br>Exhibit 4.3 to the Current Report on Form 8-K<br><br>filed on December 21, 2020).
4.12	Eleventh Supplemental Indenture, dated<br><br>December 21, 2020, by and between Nasdaq,<br><br>Inc. and Wells Fargo Bank, National<br><br>Association, as Trustee (incorporated herein by<br><br>reference to Exhibit 4.4 to the Current Report on<br><br>Form 8-K filed on December 21, 2020).
4.13	Twelfth Supplemental Indenture, dated July 30,<br><br>2021, by and among Nasdaq, Inc., Wells Fargo<br><br>Bank, National Association, as Trustee and<br><br>HSBC Bank USA, National Association, as<br><br>registrar and transfer agent (incorporated herein<br><br>by reference to Exhibit 4.2 to the Company’s<br><br>Form 8-A filed on July 30, 2021).
4.14	Thirteenth Supplemental Indenture, dated as of<br><br>March 7, 2022, by and between Nasdaq, Inc.<br><br>and Computershare Trust Company, N.A. (as<br><br>successor to Wells Fargo Bank, National<br><br>Association), as trustee (incorporated herein by<br><br>reference to Exhibit 4.2 to the Company’s<br><br>Current Report on Form 8-K filed on March 7,<br><br>2022).
4.15	Fourteenth Supplemental Indenture, dated as of<br><br>June 28, 2023, by and between Nasdaq, Inc. and<br><br>Computershare Trust Company, N.A. (as<br><br>successor to Wells Fargo Bank, National<br><br>Association), as trustee (incorporated herein by<br><br>reference to Exhibit 4.2 to the Current Report on<br><br>Form 8-K filed on June 28, 2023).
4.16	Fifteenth Supplemental Indenture, dated as of<br><br>June 28, 2023, by and between Nasdaq, Inc. and<br><br>Computershare Trust Company, N.A. (as<br><br>successor to Wells Fargo Bank, National<br><br>Association), as trustee (incorporated herein by<br><br>reference to Exhibit 4.3 to the Current Report on<br><br>Form 8-K filed on June 28, 2023).

61

4.17	Sixteenth Supplemental Indenture, dated as of<br><br>June 28, 2023, by and between Nasdaq, Inc. and<br><br>Computershare Trust Company, N.A. (as<br><br>successor to Wells Fargo Bank, National<br><br>Association), as trustee (incorporated herein by<br><br>reference to Exhibit 4.4 to the Current Report on<br><br>Form 8-K filed on June 28, 2023).
4.18	Seventeenth Supplemental Indenture, dated as of<br><br>June 28, 2023, by and between Nasdaq, Inc. and<br><br>Computershare Trust Company, N.A. (as<br><br>successor to Wells Fargo Bank, National<br><br>Association), as trustee (incorporated herein by<br><br>reference to Exhibit 4.5 to the Current Report on<br><br>Form 8-K filed on June 28, 2023).
4.19	Eighteenth Supplemental Indenture, dated as of<br><br>June 28, 2023, by and between Nasdaq, Inc. and<br><br>Computershare Trust Company, N.A. (as<br><br>successor to Wells Fargo Bank, National<br><br>Association), as trustee (incorporated herein by<br><br>reference to Exhibit 4.6 to the Current Report on<br><br>Form 8-K filed on June 28, 2023).
4.20	Nineteenth Supplemental Indenture, dated as of<br><br>June 28, 2023, by and between Nasdaq, Inc. and<br><br>Computershare Trust Company, N.A. (as<br><br>successor to Wells Fargo Bank, National<br><br>Association), as trustee and HSBC Bank USA,<br><br>National Association, as paying agent, registrar<br><br>and transfer agent (incorporated herein by<br><br>reference to Exhibit 4.7 to the Current Report on<br><br>Form 8-K filed on June 28, 2023).
4.21	Description of Securities.
10.1	Board Compensation Policy, as amended and<br><br>restated, effective on June 11, 2025<br><br>(incorporated herein by reference to Exhibit 10.1<br><br>to the Quarterly Report on Form 10-Q for the<br><br>quarter ended June 30, 2025 filed on July 25,<br><br>2025).*
10.2	Nasdaq Executive Corporate Incentive Plan,<br><br>effective as of January 1, 2015 (incorporated<br><br>herein by reference to Exhibit 10.1 to the<br><br>Current Report on Form 8-K filed on May 11,<br><br>2015).*
10.3	Nasdaq, Inc. Equity Incentive Plan (as amended<br><br>and restated as of April 24, 2018) (incorporated<br><br>herein by reference to Exhibit 10.1 to the Form<br><br>S-8 filed on May 25, 2018).*
10.4	Form of Nasdaq Non-Qualified Stock Option<br><br>Award Certificate (incorporated herein by<br><br>reference to Exhibit 10.3 to the Annual Report<br><br>on Form 10-K for the year ended December 31,<br><br>2010 filed on February 24, 2011).*
10.5	Form of Nasdaq Restricted Stock Unit Award<br><br>Certificate (employees) (incorporated herein by<br><br>reference to Exhibit 10.2 to the Quarterly Report<br><br>on Form 10-Q for the quarter ended June 30,<br><br>2025 filed on July 25, 2025).*
10.6	Form of Nasdaq Restricted Stock Unit Award<br><br>Certificate (directors) (incorporated herein by<br><br>reference to Exhibit 10.3 to the Quarterly Report<br><br>on Form 10-Q for the quarter ended June 30,<br><br>2025 filed on July 25, 2025).*		10.7	Form of Nasdaq Three-Year Performance Share<br><br>Unit Agreement (incorporated herein by<br><br>reference to Exhibit 10.4 to the Quarterly Report<br><br>on Form 10-Q for the quarter ended June 30,<br><br>2025 filed on July 25, 2025).*
---	---
10.7.1	Form of Nasdaq Two-Year Performance Share<br><br>Unit Agreement (incorporated herein by<br><br>reference to Exhibit 10.4 to the Quarterly Report<br><br>on Form 10-Q for the quarter ended June 30,<br><br>2024 filed on August 6, 2024).*
10.8	Form of Nasdaq Continuing Obligations<br><br>Agreement (incorporated by reference to Exhibit<br><br>10.9 to the Company’s Annual Report on Form<br><br>10-K for the year ended December 31, 2021<br><br>filed on February 23, 2022).
10.9	Amended and Restated Supplemental Executive<br><br>Retirement Plan, dated as of December 17, 2008<br><br>(incorporated herein by reference to Exhibit 10.6<br><br>to the Annual Report on Form 10-K for the year<br><br>ended December 31, 2008 filed on February 27,<br><br>2009).*
10.10	Amendment No. 1 to Amended and Restated<br><br>Supplemental Executive Retirement Plan,<br><br>effective as of December 31, 2008 (incorporated<br><br>herein by reference to Exhibit 10.6.1 to the<br><br>Annual Report on Form 10-K for the year ended<br><br>December 31, 2008 filed on February 27,<br><br>2009).*
10.11	Nasdaq Supplemental Employer Retirement<br><br>Contribution Plan, dated as of December 17,<br><br>2008 (incorporated herein by reference to<br><br>Exhibit 10.7 to the Annual Report on Form 10-K<br><br>for the year ended December 31, 2008 filed on<br><br>February 27, 2009).*
10.12	Nasdaq, Inc. Deferred Compensation Plan,<br><br>effective July 1, 2022 (incorporated herein by<br><br>reference to Exhibit 10.1 to the Company’s<br><br>Current Report on Form 8-K filed on June 16,<br><br>2022).*
10.13	Nonqualified Stock Option Award Certificate to<br><br>Adena T. Friedman from Nasdaq, Inc. in<br><br>connection with grant made on January 3, 2017<br><br>(incorporated herein by reference to Exhibit 10.1<br><br>to the Quarterly Report on Form 10-Q for the<br><br>quarter ended September 30, 2017 filed on<br><br>November 7, 2017).*
10.14	Employment Agreement between Nasdaq and<br><br>Adena Friedman, made and entered into on<br><br>November 19, 2021 and effective as of January<br><br>1, 2022 (incorporated herein by reference to<br><br>Exhibit 10.14 to the Company’s Annual Report<br><br>on Form 10-K for the year ended December 31,<br><br>2021 filed on February 23, 2022).*
10.15	Nonqualified Stock Option Award Certificate to<br><br>Adena T. Friedman from Nasdaq, Inc. in<br><br>connection with grant made on January 3, 2022<br><br>(incorporated herein by reference to Exhibit<br><br>10.15 to the Company’s Annual Report on Form<br><br>10-K for the year ended December 31, 2021<br><br>filed on February 23, 2022).*

62

10.16	Employment Agreement between Nasdaq, Inc.<br><br>and Adena T. Friedman, dated as of March 11,<br><br>2025 (incorporated herein by reference to<br><br>Exhibit 10.1 to the Company’s Quarterly Report<br><br>on Form 10-Q for the quarter ended March 31,<br><br>2025 filed on April 28, 2025).*
10.17	Employment Agreement by and between<br><br>Nasdaq, Inc. and Bradley J. Peterson, dated June<br><br>22, 2022 (incorporated herein by reference to<br><br>Exhibit 10.5 to the Quarterly Report on Form<br><br>10-Q for the quarter ended June 30, 2022 filed<br><br>on August 3, 2022).*
10.17.1	Employment Agreement between Nasdaq, Inc.<br><br>and Bradley J, Peterson, dated as of March 10,<br><br>2025 (incorporated herein by reference to<br><br>Exhibit 10.3 to the Company’s Quarterly Report<br><br>on Form 10-Q for the quarter ended March 31,<br><br>2025 filed on April 28, 2025).*
10.18	Employment Offer Letter by and between<br><br>Nasdaq, Inc. and Michelle Daly dated January<br><br>29, 2021 (incorporated herein by reference to<br><br>Exhibit 10.1 to the Current Report on Form 8-K<br><br>filed on May 3, 2021).*
10.19	Employment Agreement between Nasdaq, Inc.<br><br>and Tal Cohen, dated as of March 10, 2025<br><br>(incorporated herein by reference to Exhibit 10.2<br><br>to the Company’s Quarterly Report on Form 10-<br><br>Q for the quarter ended March 31, 2025 filed on<br><br>April 28, 2025).*
10.20	Employment Offer Letter by and between<br><br>Nasdaq, Inc. and Sarah Youngwood, dated as of<br><br>August 31, 2023 (incorporated herein by<br><br>reference to Exhibit 10.2 to the Quarterly Report<br><br>on Form 10-Q for the quarter ended September<br><br>30, 2023 filed on November 3, 2023).*
10.21	Nasdaq Change in Control Severance Plan For<br><br>Non-CEO Presidents, Executive Vice Presidents<br><br>and Senior Vice Presidents, effective November<br><br>26, 2013, as amended December 6, 2022<br><br>(incorporated herein by reference to Exhibit<br><br>10.19 to the Annual Report on Form 10-K for<br><br>the year ended December 31, 2022, filed on<br><br>February 22, 2023).*
10.22	Amended and Restated Credit Agreement, dated<br><br>as of December 16, 2022, among Nasdaq, Inc.,<br><br>the various lenders and issuing bank party<br><br>thereto and Bank of America, N.A., as<br><br>administrative agent (incorporated herein by<br><br>reference to Exhibit 10.1 to the Current Report<br><br>on Form 8-K filed on December 16, 2022).†
10.23	Amendment No. 1 to Amended and Restated<br><br>Credit Agreement, dated as of March 29, 2023,<br><br>among Nasdaq, Inc., the Lenders party hereto,<br><br>Bank of America, N.A., as administrative agent<br><br>and BofA Securities, Inc., as Sustainability<br><br>Coordinator (incorporated herein by reference to<br><br>Exhibit 10.1 to the Quarterly Report on Form<br><br>10-Q for the quarter ended March 31, 2023 filed<br><br>on May 4, 2023).†		10.24	Amendment No. 2 to Amended and Restated<br><br>Credit Agreement, dated as of June 16, 2023,<br><br>among Nasdaq, Inc., a Delaware corporation,<br><br>the lenders party thereto and Bank of America,<br><br>N.A., as administrative agent (incorporated<br><br>herein by reference to Exhibit 10.1 to the<br><br>Current Report on Form 8-K filed on June 20,<br><br>2023).
---	---
10.25	Amendment No. 3 to Amended and Restated<br><br>Credit Agreement, dated as of August 2, 2024,<br><br>among Nasdaq, Inc., a Delaware corporation,<br><br>the lenders party thereto and Bank of America,<br><br>N.A., as administrative agent (incorporated<br><br>herein by reference to Exhibit 10.1 to the<br><br>Quarterly Report on Form 10-Q for the quarter<br><br>ended September 30, 2024 filed on October 29,<br><br>2024).†
10.26	Amendment No. 4 to Amended and Restated<br><br>Credit Agreement, dated as of December 16,<br><br>2024, among Nasdaq, Inc., a Delaware<br><br>corporation, the lenders party thereto, Bank of<br><br>America, N.A., as administrative agent and<br><br>BofA Securities, Inc., as sustainability<br><br>coordinator (incorporated herein by reference to<br><br>Exhibit 10.26 to the Annual Report on Form 10-<br><br>K for the year ended December 31, 2024, filed<br><br>on February 21, 2025).†
10.27	Form of Commercial Paper Dealer Agreement<br><br>between Nasdaq, Inc., as Issuer, and the Dealer<br><br>party thereto (incorporated herein by reference<br><br>to Exhibit 10.3 to the Current Report on Form 8-<br><br>K filed on April 26, 2017).
11	Statement regarding computation of per share<br><br>earnings (incorporated herein by reference from<br><br>Note 13 to the consolidated financial statements<br><br>under Part II, Item 8 of this Form 10-K).
19.1	Insider Trading Policy.
21.1	List of all subsidiaries.
23.1	Consent of Ernst & Young LLP.
24.1	Powers of Attorney.
31.1	Certification of Chief Executive Officer<br><br>pursuant to Section 302 of the Sarbanes-Oxley<br><br>Act of 2002 (“Sarbanes-Oxley”).
31.2	Certification of Executive Vice President and<br><br>Chief Financial Officer pursuant to Section 302<br><br>of Sarbanes-Oxley.
32.1	Certifications Pursuant to 18 U.S.C. Section<br><br>1350, as adopted pursuant to Section 906 of<br><br>Sarbanes-Oxley.
97.1	Supplemental Executive Officer Recoupment<br><br>Policy (incorporated herein by reference to<br><br>Exhibit 97.1 to the Annual Report on Form 10-K<br><br>for the year ended December 31, 2023 filed on<br><br>February 21, 2024).*

63

101

The following materials from the Nasdaq, Inc.<br><br>Annual Report on Form 10-K for the year ended<br><br>December 31, 2025, formatted in iXBRL (Inline<br><br>eXtensible Business Reporting Language): (i)<br><br>Consolidated Balance Sheets as of December<br><br>31, 2025 and December 31, 2024; (ii)<br><br>Consolidated Statements of Income for the years<br><br>ended December 31, 2025, 2024 and 2023 (iii)<br><br>Consolidated Statements of Comprehensive<br><br>Income for the years ended December 31, 2025,<br><br>2024 and 2023; (iv) Consolidated Statements of<br><br>Changes in Stockholders’ Equity for the years<br><br>ended December 31, 2025, 2024 and 2023; (v)<br><br>Consolidated Statements of Cash Flows for the<br><br>years ended December 31, 2025, 2024 and 2023;<br><br>and (vi) notes to consolidated financial<br><br>statements.

104

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

____________

*Management contract or compensatory plan or

arrangement.

† Schedules have been omitted pursuant to Items

601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K.

(b) Exhibits:

See Item 15(a)(3) above.

(c) Financial Statement Schedules:

All schedules are omitted because they are not applicable

or the required information is included in the

consolidated financial statements or notes.

Item 16. Form 10-K Summary

None.

64

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 February 12,

2026.

Nasdaq, Inc.
(Registrant)
By:	/s/ Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer
Date:	February 12, 2026

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities

indicated as of February 12, 2026.

By:	/s/ Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer and<br><br>Chair of the Board
By:	/s/ Sarah Youngwood
Name:	Sarah Youngwood
Title:	Executive Vice President and<br><br>Chief Financial Officer
By:	/s/ Michelle Daly
Name:	Michelle Daly
Title:	Senior Vice President, Controller and<br><br>Principal Accounting Officer
By:	*
Name:	Melissa M. Arnoldi
Title:	Director
By:	*
Name:	Charlene T. Begley
Title:	Director
By:	*
Name:	Essa Kazim
Title:	Director
By:	*
Name:	Thomas A. Kloet
Title:	Director
By:	*
Name:	Kathryn A. Koch
Title:	Director
By:	*
Name:	Holden Spaht
Title:	Director		By:	*
---	---
Name:	Michael R. Splinter
Title:	Director
By:	*
Name:	Johan Torgeby
Title:	Director
By:	*
Name:	Toni Townes-Whitley
Title:	Director
By:	*
Name:	Jeffery W. Yabuki
Title:	Director
By:	*
Name:	Alfred W. Zollar
Title:	Director
* Pursuant to Power of Attorney
By:	/s/ John A. Zecca
Name:	John A. Zecca
Title:	Attorney-in-Fact

F-1

Nasdaq, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements of Nasdaq, Inc. and its subsidiaries are presented herein on the page indicated:

Report of Independent Registered Public Accounting Firm(PCAOB ID 42)	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Income	F-5
Consolidated Statements of Comprehensive Income	F-6
Consolidated Statements of Changes in Stockholders’Equity	F-7
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9

F-2

Report of Independent Registered Public Accounting

Firm

To the Stockholders and the Board of Directors of Nasdaq,

Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Nasdaq, Inc. (the Company) as of December 31,

2025 and 2024, the related consolidated statements of

income, comprehensive income, changes in stockholders’

equity and cash flows for each of the three years in the period

ended December 31, 2025, and the related notes(collectively

referred to as the “consolidated financial statements”). In our

opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company

at December 31, 2025 and 2024, and the results of its

operations and its cash flows for each of the three years in the

period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over

financial reporting as of December 31, 2025, based on

criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013

framework), and our report dated February 12, 2026

expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the

Company's management. Our responsibility is to express an

opinion on the Company’s financial statements based on our

audits. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to

the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of

the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about

whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits

included performing procedures to assess the risks of

material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test

basis, evidence regarding the amounts and disclosures in the

financial statements. Our audits also included evaluating the

accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of

the financial statements. We believe that our audits provide a

reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter

arising from the current period audit of the financial

statements that was communicated or required to be

communicated to the audit committee and that: (1) relates to

accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging,

subjective or complex judgments. The communication of the

critical audit matter does not alter in any way our opinion on

the consolidated financial statements, taken as a whole, and

we are not, by communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on

the accounts or disclosure to which it relates.

Calypso and AxiomSL on-premises license<br><br>revenue recognition

Description<br><br>of the<br><br>Matter

As described in Notes 2 and 3 to the<br><br>consolidated financial statements, the<br><br>Company recognizes revenue within its<br><br>Regulatory Technology and Capital Markets<br><br>Technology products for AxiomSL and<br><br>Calypso on-premises license agreements,<br><br>respectively. The AxiomSL on-premises<br><br>software offering includes both license and<br><br>post-contract customer support, which includes<br><br>frequent and ongoing mandatory regulatory<br><br>updates. Both the AxiomSL on-premises<br><br>license and the post-contract customer support,<br><br>inclusive of the frequent and ongoing<br><br>mandatory regulatory updates, are accounted<br><br>for as a single performance obligation and<br><br>recognized ratably over the contract term. For<br><br>the on-premises Calypso capital markets<br><br>product, distinct performance obligations are<br><br>recognized for the license and post-contract<br><br>customer support and the performance<br><br>obligation of the on-premises license revenue<br><br>is recognized upfront at the point in time when<br><br>the software is made available to the user.<br><br>Post-contract customer support is recognized<br><br>over time on a ratable basis over the contract<br><br>period.<br><br>Auditing the Company’s identification of<br><br>performance obligations along with the timing<br><br>over which those performance obligations are<br><br>satisfied for the acquired AxiomSL and<br><br>Calypso on-premises license agreements<br><br>required complex judgment.

F-3

How We<br><br>Addressed<br><br>the Matter<br><br>in Our<br><br>Audit

We obtained an understanding, performed a<br><br>walkthrough of the process and evaluated the<br><br>design and tested the operating effectiveness of<br><br>controls over the Company's processes for<br><br>identifying performance obligations and<br><br>determining the timing over which the<br><br>performance obligations are satisfied with<br><br>respect to these products.<br><br>To test the Company’s judgments and<br><br>conclusions related to the identification of<br><br>performance obligations and timing of<br><br>satisfaction of those performance obligations,<br><br>our audit procedures included, among others,<br><br>obtaining an understanding of the Company’s<br><br>AxiomSL and Calypso service offerings and<br><br>evaluating management’s conclusions<br><br>regarding which were distinct. We read a<br><br>sample of executed contracts to assess<br><br>management’s evaluation of significant terms,<br><br>including the determination of distinct<br><br>performance obligations.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1986.

New York, New York

February 12, 2026

F-4

Nasdaq, Inc.

Consolidated Balance Sheets

(in millions, except share and par value amounts)

	December 31, 2025	December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$604	$592
Restricted cash and cash equivalents	210	31
Default funds and margin deposits (including restricted cash and cash equivalents of<br><br>$3,120 and $4,383, respectively)	5,842	5,664
Financial investments	28	184
Receivables, net	943	1,022
Other current assets	376	293
Total current assets	8,003	7,786
Property and equipment, net	728	593
Goodwill	14,371	13,957
Intangible assets, net	6,511	6,905
Operating lease assets	447	375
Other non-current assets	993	779
Total assets	$31,053	$30,395
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$280	$269
Section 31 fees payable to SEC	—	319
Accrued personnel costs	364	325
Deferred revenue	785	711
Other current liabilities	259	215
Default funds and margin deposits	5,842	5,664
Short-term debt	431	399
Total current liabilities	7,961	7,902
Long-term debt	8,573	9,081
Deferred tax liabilities, net	1,584	1,594
Operating lease liabilities	462	388
Other non-current liabilities	241	230
Total liabilities	18,821	19,195
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued:<br><br>594,620,320 at December 31, 2025 and 598,920,378 at December 31, 2024; shares<br><br>outstanding: 569,894,024 at December 31, 2025 and 575,062,217 at December 31, 2024	6	6
Additional paid-in capital	5,122	5,530
Common stock in treasury, at cost: 24,726,296 shares at December 31, 2025 and<br><br>23,858,161 shares at December 31, 2024	(716)	(647)
Accumulated other comprehensive loss	(1,773)	(2,099)
Retained earnings	9,588	8,401
Total Nasdaq stockholders’ equity	12,227	11,191
Noncontrolling interests	5	9
Total equity	12,232	11,200
Total liabilities and equity	$31,053	$30,395

See accompanying notes to consolidated financial statements.

F-5

Nasdaq, Inc.

Consolidated Statements of Income

(in millions, except per share amounts)

	Year Ended December 31,
	2025	2024	2023
Revenues:
Capital Access Platforms	$2,137	$1,945	$1,744
Financial Technology	1,850	1,621	1,099
Market Services	4,214	3,771	3,156
Other revenues	61	63	65
Total revenues	8,262	7,400	6,064
Transaction-based expenses:
Transaction rebates	(2,572)	(2,026)	(1,838)
Brokerage, clearance and exchange fees	(441)	(725)	(331)
Revenues less transaction-based expenses	5,249	4,649	3,895
Operating expenses:
Compensation and benefits	1,392	1,324	1,082
Professional and contract services	160	152	128
Technology and communication infrastructure	316	281	233
Occupancy	124	112	129
General, administrative and other	75	109	113
Marketing and advertising	65	54	47
Depreciation and amortization	632	613	323
Regulatory	52	55	34
Merger and strategic initiatives	60	35	148
Restructuring charges	42	116	80
Total operating expenses	2,918	2,851	2,317
Operating income	2,331	1,798	1,578
Interest income	39	28	115
Interest expense	(367)	(414)	(284)
Net gain on divestitures	86	—	—
Other income (loss)	(27)	21	(1)
Net income (loss) from unconsolidated investees	83	16	(7)
Income before income taxes	2,145	1,449	1,401
Income tax provision	358	334	344
Net income	1,787	1,115	1,057
Net loss attributable to noncontrolling interests	1	2	2
Net income attributable to Nasdaq	$1,788	$1,117	$1,059
Per share information:
Basic earnings per share	$3.12	$1.94	$2.10
Diluted earnings per share	$3.09	$1.93	$2.08
Cash dividends declared per common share	$1.05	$0.94	$0.86

See accompanying notes to consolidated financial statements.

F-6

Nasdaq, Inc.

Consolidated Statements of Comprehensive Income

(in millions)

	Year Ended December 31,
	2025	2024	2023
Net income	$1,787	$1,115	$1,057
Other comprehensive income (loss):
Foreign currency translation gains (losses)	225	(135)	39
Income tax benefit (expense)(1)	94	(45)	18
Foreign currency translation, net	319	(180)	57
Employee benefit plan adjustment	(1)	17	11
Income tax expense	—	(4)	(3)
Employee benefit plan, net	(1)	13	8
Unrealized gain (loss) on derivatives instruments, net	8	(8)	2
Total other comprehensive income (loss), net of tax	326	(175)	67
Comprehensive income	2,113	940	1,124
Comprehensive loss attributable to noncontrolling interests	1	2	2
Comprehensive income attributable to Nasdaq	$2,114	$942	$1,126

____________

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

See accompanying notes to consolidated financial statements.

F-7

Nasdaq, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(in millions)

	Year Ended December 31,
	2025		2024		2023
	Shares	$	Shares	$	Shares	$
Common stock
Beginning balance	575	6	575	6	492	5
Acquisition-related stock issuance	—	—	—	—	86	1
Ending balance		6		6		6
Additional paid-in capital
Beginning balance		5,530		5,496		1,445
Share repurchase program	(7)	(620)	(2)	(145)	(5)	(269)
Share-based compensation	2	165	2	141	3	122
Acquisition-related stock issuance	—	—	—	—	—	4,169
Other issuances of common stock, net	1	47	1	38	1	29
Ending balance		5,122		5,530		5,496
Common stock in treasury, at cost
Beginning balance		(647)		(587)		(515)
Employee shares withheld	(1)	(69)	(1)	(60)	(2)	(72)
Ending balance		(716)		(647)		(587)
Accumulated other comprehensive loss
Beginning balance		(2,099)		(1,924)		(1,991)
Other comprehensive income (loss)		326		(175)		67
Ending balance		(1,773)		(2,099)		(1,924)
Retained earnings
Beginning balance		8,401		7,825		7,207
Net income attributable to Nasdaq		1,788		1,117		1,059
Cash dividends declared and paid		(601)		(541)		(441)
Ending balance		9,588		8,401		7,825
Total Nasdaq stockholders’ equity		12,227		11,191		10,816
Noncontrolling interests
Beginning balance		9		11		13
Net activity related to noncontrolling interests		(4)		(2)		(2)
Ending balance		5		9		11
Total Equity	570	$12,232	575	$11,200	575	$10,827

See accompanying notes to consolidated financial statements.

F-8

Nasdaq, Inc.

Consolidated Statements of Cash Flows

(in millions)

	Year Ended December 31,
	2025	2024	2023
Cash flows from operating activities:
Net income	$1,787	$1,115	$1,057
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	632	613	323
Share-based compensation	165	141	122
Deferred income tax expense (benefit)	48	(67)	68
Extinguishment of debt and bridge fees	5	3	25
Net gain on divestitures	(86)	—	—
Non-cash restructuring charges	1	37	12
Net (income) loss from unconsolidated investees	(83)	(16)	7
Operating lease asset impairments	—	—	13
Adenza purchase accounting adjustment	—	32	—
Other reconciling items included in net income	21	35	30
Net change in operating assets and liabilities, excluding the effects of divestitures:
Receivables, net	91	(193)	3
Other assets	(96)	(50)	9
Accounts payable and accrued expenses	(6)	(60)	149
Section 31 fees payable to SEC	(319)	235	(160)
Accrued personnel costs	25	34	13
Deferred revenue	69	67	88
Other liabilities	1	13	(63)
Net cash provided by operating activities	2,255	1,939	1,696
Cash flows from investing activities:
Purchases of securities	(243)	(206)	(712)
Proceeds from sales and redemptions of securities	427	199	719
Proceeds from divestitures, net of cash divested	140	—	—
Acquisition of businesses, net of cash and cash equivalents acquired	—	—	(5,766)
Purchases of property and equipment	(266)	(207)	(158)
Investments related to default funds and margin deposits, net(1)	(1,080)	(707)	(74)
Other investing activities	(78)	(32)	(3)
Net cash used in investing activities	(1,100)	(953)	(5,994)
Cash flows from financing activities:
Repayments of commercial paper, net	—	(291)	(371)
Repayments of debt and credit commitment	(826)	(521)	(260)
Proceeds from issuances of debt, net of issuance costs	—	—	5,608
Repurchases of common stock	(616)	(145)	(269)
Dividends paid	(601)	(541)	(441)
Payments related to employee shares withheld for taxes	(69)	(60)	(72)
Default funds and margin deposits	(884)	(1,030)	22
Other financing activities	43	27	3
Net cash provided by (used in) financing activities	(2,953)	(2,561)	4,220
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash<br><br>equivalents	726	(537)	202
Net decrease in cash and cash equivalents and restricted cash and cash equivalents	(1,072)	(2,112)	124
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period	5,006	7,118	6,994
Cash and cash equivalents, restricted cash and cash equivalents at end of period	$3,934	$5,006	$7,118
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents	$604	$592	$453
Restricted cash and cash equivalents	210	31	20
Restricted cash and cash equivalents (default funds and margin deposits)	3,120	4,383	6,645
Total	$3,934	$5,006	$7,118
Supplemental Disclosure Cash Flow Information
Cash paid for:
Interest paid	$354	$405	$177
Income taxes paid, net of refunds	$373	$358	$254

__________________________

(1)See "Default Fund Contributions and Margin Deposits," of Note 15, "Clearing Operations," for further details.

See accompanying notes to consolidated financial statements.

F-9

Nasdaq, Inc.

Notes to Consolidated Financial Statements

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

the technology, data, and advanced analytics 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

Our Capital Access Platforms segment comprises Data &

Listing Services, Index and Workflow & Insights.

Our Data business distributes historical and real-time market

data to sell-side customers, the institutional investing

community, retail online brokers, proprietary trading firms

and other venues, as well as various client portals and data

distributors. Our data products can enhance the transparency

of market activity within our exchanges and provide critical

information to professional and non-professional investors

globally.

Our Listing Services business operates listing platforms in

the U.S. and Europe and provides multiple global capital

raising solutions for public companies. Our main listing

markets are The Nasdaq Stock Market and the Nasdaq

Nordic and Nasdaq Baltic exchanges. Through Nasdaq First

North, our Nordic and Baltic operations also offer alternative

marketplaces for smaller companies and growth companies.

As of December 31, 2025, a total of 5,599 companies listed

securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and

Nasdaq First North exchanges. As of December 31, 2025,

there were 4,480 total listings on The Nasdaq Stock Market,

including 1,112 ETPs. The Nasdaq combined market

capitalization in the U.S. was approximately $40.6 trillion. In

Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,

together with Nasdaq First North, were home to 1,119 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

December 31, 2025, 451 ETPs listed on 27 exchanges in over

20 countries tracked a Nasdaq index and accounted for $882

billion in AUM.

Workflow & Insights includes our analytics and corporate

solutions businesses. Our analytics business provides hedge

funds, asset managers, investment consultants and

institutional asset owners with information and analytics to

make data-driven investment decisions, deploy their

resources more productively, and provide liquidity solutions

for private funds. Through our eVestment solutions, we

provide a suite of cloud-based solutions that help institutional

investors and consultants conduct pre-investment due

diligence, and monitor their portfolios post-investment. The

eVestment platform also enables asset managers to efficiently

distribute information about their firms and funds to asset

owners and consultants worldwide. In 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

Consolidated Statements of Income for all 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.

Financial Technology

Our Financial Technology segment comprises Financial

Crime Management Technology, Regulatory Technology and

Capital Markets Technology businesses.

Financial Crime Management Technology includes our

Nasdaq Verafin solution, a cloud-based platform leveraging

consortium data and AI to help 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

F-10

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

trade management services provide market participants with

a wide variety of alternatives for connecting to and accessing

our markets for a fee. Our marketplaces may be accessed

through different protocols used for quoting, order entry,

trade reporting and connectivity to various data feeds. We

also provide colocation services to market participants,

whereby we offer firms cabinet space and power to house

their own equipment and servers within our data centers.

Additionally, we offer a number of wireless connectivity

offerings between select data centers using millimeter wave

and microwave technology. Calypso is a leading platform

providing cross-asset, front-to-back trading, treasury, risk and

collateral management solutions. The Calypso solution

provides customers with a single platform designed from the

outset to enable consolidation, innovation and growth.

Market Services

Our Market Services segment includes revenues from equity

derivatives trading, cash equity trading, Nordic fixed income

trading & clearing, Nordic commodities and U.S. Tape plans

data. We operate 19 exchanges across several asset classes,

including derivatives, commodities, cash equity, debt,

structured products and ETPs. In addition, in certain

countries where we operate exchanges, we also provide

clearing, settlement and central depository services. In

January 2025, we entered into an agreement to transfer

existing open positions in our Nordic power futures business

to a European exchange, which was completed in June 2025.

See Note 4, “Acquisition and Divestitures,” for further

discussion. Revenues from this business are reflected in other

revenues in the 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. SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Basis of Presentation and Principles of Consolidation

The 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. See “Equity Method Investments”

within “Investments” below for further discussion.

The accompanying 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.

Certain prior year amounts have been reclassified to conform

to the current year presentation. In addition, certain

percentages and per share amounts herein may not sum or

recalculate due to rounding.

Use of Estimates

In preparing our consolidated financial statements, we make

assumptions, judgments and estimates that can have a

significant impact on our revenue, operating income and net

income, as well as on the value of certain assets and liabilities

in the consolidated balance sheets. At least quarterly, we

evaluate our assumptions, judgments and estimates, and

make changes as deemed necessary.

Foreign Currency

Foreign denominated assets and liabilities are remeasured

into the functional currency at exchange rates in effect at the

balance sheet date and recorded through the income

statement. Gains or losses resulting from foreign currency

transactions are remeasured using the rates on the dates on

which those elements are recognized during the period, and

are included in general, administrative and other expense in

the Consolidated Statements of Income.

Translation gains or losses resulting from translating our

subsidiaries’ financial statements from the local functional

currency to the reporting currency, net of tax, are included in

accumulated other comprehensive loss in the Consolidated

Balance Sheets. Assets and liabilities are translated at the

balance sheet date while revenues and expenses are translated

at the date the transaction occurs or at an applicable average

rate.

Cash and Cash Equivalents

Cash and cash equivalents include all non-restricted cash in

banks and highly liquid investments with original maturities

of 90 days or less at the time of purchase. Such equivalent

investments included in cash and cash equivalents in the

Consolidated Balance Sheets were $337 million as of

December 31, 2025 and $373 million as of December 31,

2024. Cash equivalents are carried at cost plus accrued

F-11

interest, which approximates fair value due to the short

maturities of these investments.

Restricted Cash

Restricted cash and cash equivalents, which was $210 million

as of December 31, 2025 and $31 million as of December 31,

2024, is restricted from withdrawal due to a contractual or

regulatory requirement or not available for general use and as

such is classified as restricted in the Consolidated Balance

Sheets. As of December 31, 2025 and 2024, restricted cash

and cash equivalents primarily includes funds held for

regulatory capital for our trading and clearing businesses.

Default Funds and Margin Deposits

Nasdaq Clearing members’ cash contributions are included in

default funds and margin deposits in the Consolidated

Balance Sheets as both a current asset and a current liability.

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. 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 Consolidated Balance Sheets as Nasdaq

Clearing does not take legal ownership of these assets and the

risks and rewards remain with the clearing members.

Receivables, net

Our receivables are concentrated with our customers which

primarily include corporate clients, banks, investment

managers, brokers, and exchange operators. Receivables are

shown net of allowance for credit losses. The allowance is

maintained at a level that management believes to be

sufficient to absorb expected losses over the life of our

accounts receivable portfolio. The allowance is increased by

the provision for bad debts, which is included in general,

administrative and other expense in the Consolidated

Statements of Income, and decreased by the amount of

charge-offs, net of recoveries.

The allowance is primarily based on an aging methodology.

This method applies loss rates based on historical loss

information which is disaggregated by business segment and,

as deemed necessary, is adjusted for other factors and

considerations that could impact collectibility. In developing

our estimate of lifetime expected credit losses, we also

consider business, economic, and market conditions that may

affect customers’ ability to pay, as well as identifiable

changes in the risk characteristics of our customer base.

In circumstances where a specific customer’s inability to

meet its financial obligations is known (i.e., bankruptcy

filings), we determine whether a specific provision for bad

debts is required. Accounts receivable are written-off against

the allowance when collection efforts cease. Due to changing

economic, business and market conditions, we review the

allowance quarterly and make changes to the allowance

through the provision for bad debts as appropriate. If

circumstances change (i.e., higher than expected defaults or

an unexpected material adverse change in a major customer’s

ability to pay), our estimates of recoverability could be

reduced by a material amount. The total allowance netted

against receivables in the Consolidated Balance Sheets was

$11 million as of December 31, 2025 and $10 million as of

December 31, 2024. Any provision for bad debt or write-off

recorded during the year was immaterial.

Investments

Purchases and sales of investment securities are recognized

on settlement date.

Financial Investments

Financial investments are comprised of trading securities

bought primarily to meet regulatory capital requirements.

These investments are classified as trading securities as they

are generally sold in the near term, with changes in fair value

included in other income (loss) in the Consolidated

Statements of Income.

Fair values are obtained from third-party pricing sources.

When available, quoted market prices are used to determine

fair value. If quoted market prices are not available, fair

values are estimated using pricing models with observable

market inputs. The inputs to the valuation models vary by the

type of security being priced but are typically benchmark

yields, reported trades, broker-dealer quotes, and prices of

similar assets. Pricing models generally do not entail material

subjectivity because the methodologies employed use inputs

observed from active markets. See “Fair Value

Measurements” below for further discussion of fair value

measures.

Equity Securities

Investments in equity securities with readily determinable

fair values (other than those accounted for under the equity

method or those that result in consolidation of the investee)

are measured at fair value and any changes in fair value are

recognized in other income (loss) in the Consolidated

Statements of Income.

Equity investments without readily determinable fair values

are accounted for under the measurement alternative, under

which investments are measured at cost, less any impairment,

plus or minus changes resulting from observable price

changes in orderly transactions for the identical or a similar

investment of the same issuer on a prospective basis. We

assess relevant transactions that occur on or before the

balance sheet date to identify observable price changes, and

we regularly monitor these investments to evaluate whether

there is an indication that the investment is impaired, based

on the share price from the investee’s latest financing round,

the performance of the investee in relation to its own

operating targets, the investee’s liquidity and cash position,

and general market conditions. If a qualitative assessment

indicates that the security is impaired, Nasdaq will estimate

the fair value of the security and, if the fair value is less than

the carrying amount of the security, will recognize an

impairment loss in net income equal to the difference in the

F-12

period the impairment occurs. See Note 6, “Investments,” for

further discussion of our equity securities.

Our investments in equity securities are included in other

non-current assets in the Consolidated Balance Sheets, as we

intend to hold these investments for more than one year.

Equity Method Investments

In general, the equity method of accounting is used when we

own 20% to 50% of the outstanding voting stock of a

company or when we are able to exercise significant

influence over the operating and financial policies of a

company. We have certain investments in which we have

determined that we have significant influence and as such

account for the investments under the equity method of

accounting. 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. We

evaluate our equity method investments for other-than-

temporary declines in value by considering a variety of

factors such as the earnings capacity of the investment and

the fair value of the investment compared to its carrying

amount. In addition, for investments where the market value

is readily determinable, we consider the underlying stock

price. If the estimated fair value of the investment is less than

the carrying amount and management considers the decline in

value to be other than temporary, the excess of the carrying

amount over the estimated fair value is recognized in net

income in the period the impairment occurs. See Note 6,

“Investments,” for further discussion of our equity method

investments.

Derivative Financial Instruments and Hedging Activities

We may use derivative financial instruments to manage

exposure to changes in currency exchange rates. We do not

use these contracts for speculative trading purposes.

Non-Designated Derivatives

We use foreign exchange forward contracts to manage

foreign currency exposure of intercompany loans, accounts

receivable, accounts payable and other balance sheet items.

These contracts are not designated as hedges under ASC 815,

Derivatives and Hedging. The change in fair value of these

contracts is recognized in general, administrative and other

expense in the Consolidated Statements of Income and

offsets the foreign currency exposure.

As of December 31, 2025 and 2024 and for the years ended

December 31, 2025, 2024 and 2023, the fair value of our

non-designated derivative instruments and the related gains

and losses were immaterial.

Derivatives designated as cash flow hedges

We enter into foreign currency contracts and designate them

as cash flow hedges to manage forecasted foreign currency

revenue and expenses. To apply hedge accounting treatment,

all hedging relationships are formally documented at the

inception of the hedge, and the hedges must be highly

effective in offsetting changes to future cash flows on the

hedged transactions. The change in fair value of these

contracts is recorded, net of tax, in accumulated other

comprehensive loss in the Consolidated Balance Sheets until

the forecasted transaction occurs. When the forecasted

transaction affects earnings, we reclassify the related gain or

loss on the foreign currency revenue or foreign currency

expense to revenue or operating expense, as applicable.

As of December 31, 2025 and 2024, and for the years ended

December 31, 2025, 2024 and 2023, the fair value of our

derivative instruments designated as cash flow hedges, the

related amounts recognized in other comprehensive loss and

any amounts reclassified into earnings, were immaterial.

Net Investment Hedges

Net assets of our foreign subsidiaries are exposed to volatility

in foreign currency exchange rates. We may utilize net

investment hedges to offset the translation adjustment arising

from re-measuring our investment in foreign subsidiaries.

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. Any increase or decrease related to the

remeasurement of these notes into U.S. dollars is recorded in

accumulated other comprehensive loss in the Consolidated

Balance Sheets. See “Net Investment Hedge” of Note 9,

“Debt Obligations,” for further discussion.

In 2025, we also entered into foreign exchange forward

contracts to hedge a portion of our net investment in certain

foreign subsidiaries. These foreign exchange contracts are

carried at fair value, and reported as either an asset or liability

depending on their position as of the balance sheet date. As

of December 31, 2025, the fair value of these contracts is

included in other non-current liabilities and accumulated

other comprehensive income in the Condensed Consolidated

Balance Sheets. The accumulated gains and losses associated

with these instruments will remain in accumulated other

comprehensive loss in the Consolidated Balance Sheets until

the foreign subsidiaries are sold or substantially liquidated, at

which point they will be reclassified into earnings.

As of and for the year ended December 31, 2025, the fair

value of our derivative instruments designated as net

investment hedges and the related amounts recognized in

other comprehensive loss were immaterial. There were no

amounts reclassified into earnings for the year ended

December 31, 2025.

Property and Equipment, net

Property and equipment, including leasehold improvements,

are carried at cost less asset impairment charges and

accumulated depreciation and amortization. Depreciation and

amortization are recognized using the straight-line method

over the estimated useful lives of the related assets, which

range from 3 to 5 years for data processing equipment, and 5

to 10 years for furniture and equipment.

F-13

Leasehold improvements are amortized using the straight-line

method over the shorter of their estimated useful lives or the

remaining term of the related lease.

We develop systems solutions for both internal and external

use. Certain costs incurred in connection with developing or

obtaining internal use software are capitalized. In addition,

certain costs of computer software to be sold, leased, or

otherwise marketed as a separate product or as part of a

product or process are capitalized beginning when a

product’s technological feasibility has been established and

ending when a product is available for general release.

Technological feasibility is established upon completion of a

detailed program design or, in its absence, completion of a

working model. Prior to reaching technological feasibility, all

costs are charged to expense. Unamortized capitalized costs

are included in data processing equipment and software,

within property and equipment, net in the Consolidated

Balance Sheets. Capitalized software costs are amortized on a

straight-line basis over the estimated useful lives of the

software, generally 5 to 10 years. Amortization of these costs

is included in depreciation and amortization expense in the

Consolidated Statements of Income.

Implementation costs incurred in a cloud computing

arrangement that is a service contract are capitalized as a

prepaid asset, primarily included in other current assets in the

Consolidated Balance Sheets, and are amortized over the

expected service period in the relevant expense category in

the Consolidated Statements of Income.

Property and equipment and costs capitalized related to cloud

computing arrangements are subject to impairment testing

when events or conditions indicate that the carrying amount

of an asset may not be recoverable. For internal use software

and cloud computing arrangements, an impairment charge is

recognized when the carrying amount of the software exceeds

its fair value and is not recoverable. For software to be sold,

leased, or marketed, the carrying amount of the software is

compared to its net realizable value, which represents the

estimated future gross revenues from that product reduced by

the estimated future costs of completing and disposing of that

product. The amount by which the carrying amount exceeds

the net realizable value shall be written off. Any required

impairment loss is recorded as a reduction in the carrying

amount of the related asset and a charge to operating results.

See Note 7, “Property and Equipment, net,” for further

discussion.

Leases

At inception, we determine whether a contract is or contains

a lease. We have operating leases which include real estate

leases, primarily for our U.S. and European headquarters and

for general office space, and data center leases. As of

December 31, 2025, these leases have varying lease terms

with remaining maturities ranging up to 12 years. Operating

lease balances are included in operating lease assets, other

current liabilities, and operating lease liabilities in the

Consolidated Balance Sheets. We do not have any leases

classified as finance leases.

Operating lease assets represent our right to use an

underlying asset for the lease term and lease liabilities

represent our obligation to make lease payments arising from

the lease. Operating lease assets and liabilities are recognized

at commencement date based on the present value of lease

payments over the lease term. Since our leases do not provide

an implicit rate, we use our incremental borrowing rate based

on the estimated rate of interest for collateralized borrowing

over a similar term of the lease payments at commencement

date in determining the present value of lease payments. The

operating lease asset also includes any lease payments made

and excludes lease incentives. Our lease terms include

options to extend or terminate the lease when we are

reasonably certain that we will exercise that option. Lease

expense for lease payments is recognized on a straight-line

basis over the lease term. Certain of our lease agreements

include rental payments adjusted periodically for inflation

based on an index or rate, which are considered variable lease

payments and are expensed as incurred.

We have lease agreements with lease and non-lease

components, which are accounted for as a single performance

obligation to the extent that the timing and pattern of transfer

are similar for the lease and non-lease components and the

lease component qualifies as an operating lease. We do not

recognize lease liabilities and operating lease assets for leases

with a term of 12 months or less. We recognize these lease

payments on a straight-line basis over the lease term.

We review our operating lease assets for potential

impairment when there is evidence that events or changes in

circumstances indicate that the carrying amount of the asset

may not be recoverable. We fully impair our lease assets for

locations that we vacate with no intention to sublease.

See Note 16, “Leases,” for further discussion.

Goodwill and Indefinite-Lived Intangible Assets

Assets acquired and liabilities assumed in connection with

our acquisitions are recorded at their estimated fair values.

Goodwill represents the excess of purchase price over the

estimated fair 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 recognize specifically identifiable

intangibles, such as customer relationships, technology,

exchange and clearing registrations, trade names and licenses

F-14

when a specific right or contract is acquired. Goodwill and

intangible assets deemed to have indefinite useful lives,

primarily exchange and clearing registrations, are not

amortized but instead are tested for impairment at least

annually as of October 1 and more frequently whenever

events or changes in circumstances indicate that the fair value

of the asset may be less than its carrying amount, 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. We perform our goodwill impairment test

at the reporting unit level for our three reporting units:

Capital Access Platforms, Financial Technology and Market

Services segments. When testing goodwill and indefinite-

lived intangible assets for impairment, we have the option of

first performing a qualitative assessment to determine

whether it is more likely than not that the fair value of a

reporting unit or indefinite-lived intangible asset is less than

their respective carrying amounts as the basis to determine if

it is necessary to perform a quantitative impairment test. If

we choose not to complete a qualitative assessment, or if the

initial assessment indicates that it is more likely than not that

the carrying amount of a reporting unit or the carrying

amount of an indefinite-lived intangible asset exceeds their

respective estimated fair values, a quantitative test is

required. Our decision to perform a qualitative impairment

assessment in a given year is influenced by a number of

factors, including but not limited to, the size of the reporting

unit’s goodwill, the significance of the excess of the

reporting unit’s estimated fair value or the indefinite-lived

intangible asset’s fair value over their respective carrying

amounts at the last quantitative assessment date, and the

amount of time in between quantitative fair value

assessments.

In performing a quantitative impairment test, we compare the

fair value of each reporting unit and indefinite-lived

intangible asset with their respective carrying amounts. If the

carrying amounts of the reporting unit or the indefinite-lived

intangible asset exceed their respective fair values, an

impairment charge is recognized in an amount equal to the

difference, limited to the total amount of goodwill allocated

to that reporting unit or the total carrying value of the

indefinite-lived intangible asset.

Other Long-Lived Assets

We review our other long-lived assets, including finite-lived

intangible assets, for potential impairment when there is

evidence that events or changes in circumstances indicate that

the carrying amount of an asset may not be recoverable. The

carrying amount of an asset is not recoverable if it exceeds

the sum of the undiscounted cash flows expected to result

from the use and eventual disposition of the asset. If the

carrying amount of the long-lived asset is not recoverable, we

would measure the impairment loss as the amount by which

the carrying amount of the asset exceeds its fair value and is

recorded as a reduction in the carrying amount of the related

asset and a charge to operating results. The fair value of

finite-lived intangible assets is based on various valuation

techniques, such as discounted cash flow analysis.

Revenue Recognition and Transaction-Based Expenses

Revenue From Contracts With Customers

Our revenue recognition policies under FASB ASC Topic

606, “Revenue from Contracts with Customers,” or Topic

606, are described in the following paragraphs.

Contract Balances

Substantially all of our revenues are considered to be

revenues from contracts with customers. The related accounts

receivable balances are recorded in the Consolidated Balance

Sheets as receivables which are net of an allowance for credit

losses. We do not have obligations for warranties, returns or

refunds to customers.

The majority of our contracts with customers do not have

significant variable consideration. We do not have a material

amount of revenues recognized from performance obligations

that were satisfied in prior periods. We do not provide

disclosures about transaction price allocated to unsatisfied

performance obligations if contract durations are less than

one year.

For contract durations that are one-year or greater, the portion

of transaction price allocated to unsatisfied performance

obligations is included in Note 3, “Revenue From Contracts

With Customers.” Deferred revenue primarily arises from

contract liabilities related to our fees for annual and initial

listings, workflow & insights, financial crime management

technology, regulatory technology, and capital markets

technology contracts. Deferred revenue is the only significant

contract asset or liability as of December 31, 2025 and 2024.

See Note 8, “Deferred Revenue,” for our discussion of

deferred revenue balances, activity, and expected timing of

recognition. See “Revenue Recognition” below for further

descriptions of our revenue contracts.

Contract modifications are routine in the performance of our

contracts. Contracts are often modified to account for

changes in contract specifications or requirements. In most

instances, contract modifications are for goods and services

that are not distinct, and, therefore, are accounted for as part

of the existing contract.

Sales commissions earned by our sales force, which are

considered incremental and recoverable costs of obtaining a

contract with a customer, are deferred and amortized on a

straight-line basis over the period of benefit that we have

determined to be the contract term or estimated service

period. Sales commissions for renewal contracts are deferred

and amortized on a straight-line basis over the related

contractual renewal period. Amortization expense is included

in compensation and benefits expense in the Consolidated

Statements of Income. The balance of deferred costs and

related amortization expense are not material to our

consolidated financial statements. Sales commissions are

expensed when incurred if contract durations are one year or

less. Sales taxes are excluded from transaction prices.

F-15

Certain judgments and estimates were used in the

identification and timing of satisfaction of performance

obligations and the related allocation of transaction price and

are discussed below. We believe that these represent a

faithful depiction of the transfer of services to our customers.

Revenue Recognition

Our primary revenue contract classifications are described

below. Revenues are categorized based on similar economic

characteristics of the nature, amount, timing and uncertainty

of our revenues and cash flows.

Capital Access Platforms

Data and Listings

Data revenues are earned from U.S. and European proprietary

data products. We earn revenues primarily based on data

subscribers, including usage, and distributors of our data.

Data revenues are subscription-based and are recognized over

time and over the contractual period which are generally one-

year contracts.

Listing services revenues primarily include initial listing fees

and annual renewal fees. The initial listing fee is allocated to

multiple performance obligations including initial and

subsequent listing services, a customer’s material right to

renew the option to list on our exchanges and, in certain

cases, corporate solutions products (when a company

qualifies to receive certain complimentary IPO products

under the applicable Nasdaq rule.) In performing this

allocation, the standalone selling price of the performance

obligations is based on the initial and annual listing fees and

the standalone selling price of the IPO complimentary

services is based on its market value. All listing fees are

billed upfront and the identified performance obligations are

satisfied over time since the customer receives and consumes

the benefit as Nasdaq provides the listing service. Revenue

related to the IPO complimentary services performance

obligation is recognized ratably over a three-year period,

consistent with the contractual terms. The remaining portion

of the initial listing fee is recognized ratably over six years,

which represents the expected period of benefit based on our

historical listing experience and projected future listing

duration including the impact of delistings.

In the U.S., annual renewal fees are charged to listed

companies based on their number of outstanding shares at the

end of the prior year and are recognized ratably over the

following twelve-month period since the customer receives

and consumes the benefit as Nasdaq provides the service.

Annual fees are charged to newly listed companies on a pro-

rata basis, based on outstanding shares at the time of listing

and recognized over the remainder of the year. European

annual renewal fees, which are received from companies

listed on our Nasdaq Nordic and Nasdaq Baltic exchanges

and Nasdaq First North, are directly related to the listed

companies’ market capitalization on a trailing twelve-month

basis and are recognized ratably over the following twelve-

month period since the customer receives and consumes the

benefit as Nasdaq provides the service.

Index

We develop and license Nasdaq-branded indices and

financial products and provide index data products for third-

party clients. Revenues primarily include license fees from

these branded indices and financial products in the U.S. and

abroad. We primarily have two types of license agreements:

asset-based licenses and transaction-based licenses.

Customers are charged based on a percentage of AUM for

licensed products, per the agreement, on a monthly or

quarterly basis. These revenues are recognized over the term

of the license agreement since the customer receives and

consumes the benefit as Nasdaq provides the service.

Revenue from index data subscriptions are recognized on a

monthly basis. Customers are charged based on transaction

volume or a minimum contract amount, or both. If a

customer is charged based on transaction volume, we

recognize revenue when the transaction occurs. If a customer

is charged based on a minimum contract amount, we

recognize revenue on a pro-rata basis over the licensing term

since the customer receives and consumes the benefit as

Nasdaq provides the service.

Workflow & Insights

Workflow & Insights includes our analytics and corporate

solutions products.

Analytics revenues are earned from investment content and

analytics products. We earn revenues primarily based on the

number of content and analytics subscribers and distributors.

Subscription agreements are generally one to three years in

term, payable in advance, and provide for automatic renewal.

Subscription-based revenues are recognized over time on a

ratable basis over the contract period beginning on the date

that our service is made available to the customer since the

customer receives and consumes the benefit as Nasdaq

provides the service.

Our corporate solutions business includes our Investor

Relations Intelligence, Governance Solutions and

Sustainability Solutions products, which serve both public

and private companies and organizations.

Corporate solutions revenues primarily include subscription

and transaction-based income from our investor relations

intelligence and governance solutions products and services.

Subscription-based revenues earned are recognized over time

on a ratable basis over the contract period beginning on the

date that our service is made available to the customer since

the customer receives and consumes the benefit as Nasdaq

provides the service. Generally, fees are billed in advance

and the contract provides for automatic renewal. As part of

subscription agreements, customers can also be charged

usage fees based upon actual usage of the services provided.

Revenues from usage fees are recognized at a point in time

when the service is provided.

F-16

Financial Technology

Software subscription and ongoing services

Financial Crime Management Technology

Our financial crime management technology business, which

includes our Nasdaq Verafin solution, primarily consists of

SaaS revenues. We enter into subscription agreements which

allow customers access to our cloud platform. Subscription

agreements are generally three years in term, payable in

advance, with the option of automatic renewal for some

products. Nasdaq Verafin is offered as a cloud service

whereby the software is hosted and managed for customers.

These hosted agreements generally include a license, hosting

services and maintenance services. We have determined that

these services are not distinct in the context of the hosting

arrangement as the customer cannot benefit from the license

or maintenance without the hosting services. Cloud revenues

are recognized over time on a ratable basis over the contract

period beginning on the date that our service is made

available to the customer since the customer receives and

consumes the benefit as Nasdaq provides the service.

Regulatory Technology

Regulatory Technology includes AxiomSL and surveillance

solutions.

AxiomSL solutions

AxiomSL provides financial institutions with risk & financial

regulatory reporting and risk management solutions. The

products can be offered as an on-premises or as a cloud

service agreement. Agreements are generally three to five

years in term.

The AxiomSL on-premises offering includes software

licenses and PCS, which includes frequent and ongoing

mandatory regulatory updates. Historically, the licenses and

the PCS were considered distinct performance obligations,

with license revenue recognized upfront at the point in time

when the software is made available to the customer, and

support is recognized over time on a ratable basis over the

contract period beginning on the date that our service is made

available to the customer.

AxiomSL can also be offered as a cloud service and primarily

consists of SaaS revenues. AxiomSL SaaS revenues are

recognized similar to our Nasdaq Verafin solution.

Surveillance

Our surveillance solutions are primarily offered as a cloud

service, consisting of SaaS revenues. We enter into

subscription agreements which allow customers access to our

cloud platform or a connection to our servers to access the

software. Subscription agreements are generally three years

in term, payable in advance, with the option of automatic

renewal for some products. Surveillance SaaS revenues are

recognized similar to our Nasdaq Verafin solution.

Capital Markets Technology

Capital Markets Technology includes our Calypso and

market technology solutions as well as trade management

services.

Calypso solutions

Our Calypso product offering includes on-premises and cloud

service agreements. Agreements are generally three to five

years in term.

For our on-premises offering, a license provides customers

with the right to use the software at its current state at the

time it is made available to the customer. These contracts

generally consist of the following distinct performance

obligations: license and PCS. In allocating the contractual

price to each performance obligation, we have used our best

estimate of the stand-alone selling price. Consideration is

first allocated to performance obligations with established

stand-alone selling prices based on observable evidence.

License revenue is recognized upfront at the point in time

when the software is made available to the customer as this is

the point the user of the software can direct the use of and

obtain substantially all of the remaining benefits from the

software license. PCS revenue is recognized over time on a

ratable basis over the contract period beginning on the date

that our service is made available to the customer since the

customer receives and consumes the benefit as Nasdaq

provides the service.

We recognize Calypso SaaS revenues from cloud service

agreements similar to our Nasdaq Verafin solution.

Market technology solutions

Our market technology revenues primarily consist of

software licensing and PCS revenues, SaaS revenues, and

professional installation services and change request

revenues.

We enter into long-term contracts with customers to develop

customized technology solutions, license the right to use

software, and provide support and other services to our

customers. We also enter into agreements to modify the

system solutions sold by Nasdaq after delivery has occurred.

In terms of our SaaS revenues, we enter into cloud service

subscription agreements which allow customers to connect to

our servers to access our software.

Our long-term contracts with customers to develop

customized technology solutions, license the right to use

software and provide support and other services to our

customers have multiple performance obligations. The

performance obligations are generally: (i) software license

and professional installation services and (ii) PCS. We have

determined that the software license and installation services

are not distinct as the license and the customized installation

service are inputs to produce the combined output, a

functional and integrated software system.

For contracts with multiple performance obligations, we

allocate the contract transaction price to each performance

obligation using our best estimate of the standalone selling

price of each distinct good or service in the contract. In

instances where standalone selling price is not directly

observable, such as when we do not sell the product or

service separately, we determine the standalone selling price

predominantly through an expected cost plus a margin

approach.

F-17

For our long-term contracts, payments are generally made

throughout the contract life and can be dependent on either

reaching certain milestones or paid upfront in advance of the

service period depending on the stage of the contract. For

subscription agreements, contract payment terms can be

quarterly, annually or monthly, in advance. For all other

contracts, payment terms vary.

We generally recognize revenue over time as our customers

simultaneously receive and consume the benefits provided by

our performance because our customer controls the asset for

which we are creating, our performance does not create an

asset with alternative use, and we have a right to payment for

performance completed to date. For these services, we

recognize revenue over time using costs incurred to date

relative to total estimated costs at completion to measure

progress toward satisfying our performance obligation.

Incurred costs represent work performed, which corresponds

with, and thereby depicts, the transfer of control to the

customer. Contract costs generally include labor and direct

overhead. For PCS services, we recognize revenue ratably

over the service period beginning on the date our service is

made available to the customer since the customer receives

and consumes the benefit consistently over the period as

Nasdaq provides the services.

Accounting for our long-term contracts requires judgment

relative to assessing risks and their impact on the estimate of

revenues and costs. Our estimates are impacted by factors

such as the potential for schedule and technical issues,

productivity, and the complexity of work performed. When

adjustments in estimated total contract costs are required, any

changes in the estimated revenues from prior estimates are

recognized in the current period for the effect of such change.

If estimates of total costs to be incurred on a contract exceed

estimates of total revenues, a provision for the entire

estimated loss on the contract is recorded in the period in

which the loss is determined.

Market Technology SaaS revenues are recognized similar to

our Nasdaq Verafin solution.

Software Professional Services

As part of Nasdaq's Financial Technology on-premise and

cloud-based offerings, Nasdaq provides professional services

primarily as part of up-front non-complex implementations.

These services can include multiple activities such as initial

software installation, software configuration, data

conversion/migration, non-complex interfacing and end-user

acceptance testing. The professional services activities are all

combined into a single distinct performance obligation, with

the exception of our market technology professional

installation services for our on-premise offering discussed

above. Professional services are generally provided to

customers at a fixed price, which are billed pursuant to

contractual or invoicing milestones agreed upon with the

customer in the contract. Professional services revenue is

recognized over time as our customers simultaneously

receive and consume the benefits provided by our

performance. Professional services revenue offered at a fixed

price is recognized using the input method to measure

progress towards complete satisfaction of the services,

Professional services are also offered to customers on a time

and expense basis, with revenue recognized based on the

actual hours incurred.

Trade management services

Through our trade management services, we provide market

participants with a wide variety of alternatives for connecting

to and accessing our markets for a fee. We also offer market

participants colocation services, whereby we charge firms for

cabinet space and power to house their own equipment and

servers within our data centers. These participants are

charged monthly fees for cabinet space, connectivity and

support in accordance with our published fee schedules.

These fees are recognized on a monthly basis when the

performance obligation is met. We also earn revenues from

annual and monthly exchange membership and registration

fees. Revenues for monthly exchange membership and

registration fees are recognized on a monthly basis as the

service is provided. Revenues from annual fees for exchange

membership and registration fees are recognized ratably over

the following twelve-month period since the customer

receives and consumes the benefit as Nasdaq provides the

service.

Market Services

Transaction-Based Trading and Clearing

Transaction-based trading and clearing includes equity

derivative trading and clearing, cash equity trading and fixed

income, currency and commodities trading revenues. Nasdaq

charges transaction fees for trades executed on our

exchanges, as well as on orders that are routed to and

executed on other market venues. Nasdaq charges clearing

fees for contracts cleared with Nasdaq Clearing.

In the U.S., transaction fees are based on trading volumes for

trades executed on our U.S. exchanges and in Europe,

transaction fees are based on the volume and value of traded

and cleared contracts. In Canada, transaction fees are based

on trading volumes for trades executed on our Canadian

exchange.

Nasdaq satisfies its performance obligation for trading

services upon the execution of a customer trade and clearing

services when a contract is cleared, as trading and clearing

transactions are substantially complete when they are

executed and we have no further obligation to the customer at

that time. Transaction-based trading and clearing fees can be

variable and are based on trade volume tiered discounts.

Transaction revenues, as well as any tiered volume discounts,

are calculated and billed monthly in accordance with our

published fee schedules. In the U.S., we also pay liquidity

payments to customers based on our published fee schedules.

We use these payments to improve the liquidity on our

markets and therefore recognize those payments as a cost of

revenue.

For U.S. equity derivative trading, we credit a portion of the

per share execution charge to the market participant that

provides the liquidity. For U.S. and Canadian cash equity

trading, including for The Nasdaq Stock Market, Nasdaq

F-18

PSX and Nasdaq CXC, we credit a portion of the per share

execution charge to the market participant that provides the

liquidity, and for Nasdaq BX and Nasdaq CX2, we credit a

portion of the per share execution charge to the market

participant that takes the liquidity. We record these credits as

transaction rebates that are included in transaction-based

expenses in the Consolidated Statements of Income. These

transaction rebates are paid on a monthly basis and the

amounts due are included in accounts payable and accrued

expenses in the Consolidated Balance Sheets.

In the U.S., we pay Section 31 fees to the SEC for

supervision and regulation of securities markets. We pass

these costs along to our customers through our equity

derivative trading and clearing fees and our cash equity

trading fees. We collect the fees as a pass-through charge

from organizations executing eligible trades on our options

exchanges and our cash equity platforms and we recognize

these amounts in transaction-based expenses when incurred.

Section 31 fees received are included in cash and cash

equivalents in the Consolidated Balance Sheets at the time of

receipt and, as required by law, the amount due to the SEC is

remitted semiannually and recorded as Section 31 fees

payable to the SEC in the Consolidated Balance Sheets until

paid. Since the amount recorded as revenues is equal to the

amount recorded as transaction-based expenses, there is no

impact on our revenues less transaction-based expenses. As

we hold the cash received until payment to the SEC, we earn

interest income on the related cash balances.

Under our Limitation of Liability Rule and procedures, we

may, subject to certain caps, provide compensation for losses

directly resulting from our systems’ actual failure to correctly

process an order, quote, message or other data into our

platform. We do not record a liability for any potential claims

that may be submitted under the Limitation of Liability Rule

unless they meet the provisions required in accordance with

U.S. GAAP. As such, losses arising as a result of the rule are

accrued and charged to expense only if the loss is probable

and estimable.

U.S. Tape Plans

For U.S. Tape plans, revenues are collected monthly based

on published fee schedules and distributed quarterly to the

U.S. exchanges based on a formula required by Regulation

NMS that takes into account both trading and quoting

activity. These revenues are presented on a net basis as all

indicators of principal-versus-agent reporting under U.S.

GAAP have been considered in analyzing the appropriate

presentation of the revenue sharing. The following are

primary indicators of net reporting:

•As administrator of the UTP plan, we facilitate, but do not

direct, the collection and distribution of fees on behalf of

plan participants. As a participant, we share in the net

distribution of revenues according to the plan on the same

terms as all other plan participants.

•Key decisions, including fee levels and other plan actions,

are made by the plan’s operating committee. The

committee, which includes all participants (including us

solely in our role as a participant), sets distributor and

subscriber fees and oversees plan activities, subject to SEC

approval.

•The participants collectively share the risks and rewards of

the plan. Credit risk and variability in distributions are

shared proportionally under the plan, consistent with an

agent relationship for the administrator.

Other Revenues

For the years ended December 31, 2025, 2024 and 2023,

Other revenues include revenues related to our Nordic power

futures business. See “Market Services” of Note 1,

“Organization and Nature of Operations,” and Note 4,

“Acquisition and Divestitures,” for further discussion.

Revenues from this business are reflected in Other revenues

for all periods presented. Previously these revenues were

included in our Market Services and Capital Access

Platforms segments.

Other revenues also includes revenues related to our Solovis

business which was sold in October 2025. See “Capital

Access Platforms” of Note 1, “Organization and Nature of

Operations,” and Note 4, “Acquisition and Divestitures,” for

further discussion. Revenues from this business are reflected

in other revenues in the Consolidated Statements of Income

for all periods presented. Prior to the sale, these revenues

were included in our Capital Access Platforms segment.

The presentation of the above items within Other revenues is

intended to facilitate comparability across periods.

Earnings Per Share

We present both basic and diluted earnings per share. Basic

earnings per share is computed by dividing net income

attributable to Nasdaq by the weighted-average number of

common shares outstanding for the period. Diluted earnings

per share is computed by dividing net income attributable to

Nasdaq by the weighted-average number of common shares

and common share equivalents outstanding during the period

and reflects the assumed conversion of all dilutive securities,

which primarily consist of restricted stock, PSUs, and

employee stock options. Common share equivalents are

excluded from the computation in periods for which they

have an anti-dilutive effect. Stock options for which the

exercise price exceeds the average market price over the

period are anti-dilutive and, accordingly, are excluded from

the calculation. Shares which are considered contingently

issuable are included in the computation of dilutive earnings

per share on a weighted average basis when management

determines the applicable performance criteria would have

been met if the performance period ended as of the date of

the relevant computation. See Note 13, “Earnings Per Share,”

for further discussion.

F-19

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 nonqualified SERPs and other post-retirement benefit

plans are measured using actuarial valuations. Actuarial gains

and losses are recorded in accumulated other comprehensive

loss in the Consolidated Balance Sheets. We assess our

nonqualified SERPs and other post-retirement benefit plan

assumptions on an annual basis. In evaluating these

assumptions, we consider many factors, including evaluation

of the discount rate, which is modified to reflect the

prevailing market rates at the measurement date of a high-

quality fixed-income debt instrument portfolio that would

provide the future cash flows needed to pay the benefit

obligations as they come due. Actuarial assumptions are

based upon management’s best estimates and judgment. See

Note 10, “Retirement Plans,” for further discussion.

Share-Based Compensation

Nasdaq uses the fair value method of accounting for share-

based awards. Share-based awards, or equity awards, include

restricted stock, PSUs, and stock options. The fair value of

restricted stock units awarded and PSUs, other than PSUs

granted with market conditions, is determined based on the

grant date closing stock price less the present value of future

cash dividends. We estimate the fair value of PSUs granted

with market conditions using a Monte Carlo simulation

model at the date of grant. The fair value of stock options are

estimated using the Black-Scholes option-pricing model.

We generally recognize compensation expense for equity

awards on a straight-line basis over the requisite service

period of the award, taking into account an estimated

forfeiture rate. Granted but unvested shares are generally

forfeited upon termination of employment.

Excess tax benefits or expense related to employee share-

based payments, if any, are recognized as income tax benefit

or expense in the Consolidated Statements of Income when

the awards vest or are settled.

Nasdaq also has an ESPP that allows eligible employees to

purchase a limited number of shares of our common stock at

six-month intervals, called offering periods, at 85.0% of the

lower of the fair market value on the first or the last day of

each offering period. The 15.0% discount given to our

employees is included in compensation and benefits expense

in the Consolidated Statements of Income.

See Note 11, “Share-Based Compensation,” for further

discussion.

Merger and Strategic Initiatives

We incur incremental direct merger and strategic initiative

costs relating to various completed and potential acquisitions,

divestitures, and other strategic opportunities. These costs

generally include integration costs, as well as legal, due

diligence and other third-party transaction costs and are

expensed as incurred.

Fair Value Measurements

Fair value is defined as the price that would be received from

selling an asset or paid to transfer a liability, or the exit price,

in an orderly transaction between market participants at the

measurement date. When determining the fair value

measurements for assets and liabilities required or permitted

to be either recorded or disclosed at fair value, we consider

the principal or most advantageous market in which we

would transact, and we also consider assumptions that market

participants would use when pricing the asset or liability. Fair

value measurement establishes a hierarchy of valuation

techniques based on whether the inputs to those valuation

techniques are observable or unobservable. Observable inputs

reflect market data obtained from independent sources, while

unobservable inputs reflect Nasdaq’s market assumptions.

These two types of inputs create the following fair value

hierarchy:

•Level 1: Quoted prices for identical instruments in active

markets.

•Level 2: Quoted prices for similar instruments in active

markets; quoted prices for identical or similar instruments

in markets that are not active; and model-derived

valuations whose inputs are observable or whose

significant value drivers are observable.

•Level 3: Instruments whose significant value drivers are

unobservable.

This hierarchy requires the use of observable market data

when available.

See Note 14, “Fair Value of Financial Instruments,” for

further discussion.

Tax Matters

We use the asset-liability method to determine income taxes

on all transactions recorded in the consolidated financial

statements. Deferred tax assets (net of valuation allowances)

and deferred tax liabilities are presented net by jurisdiction as

either a non-current asset or liability in the Consolidated

Balance Sheets, as appropriate. Deferred tax assets and

liabilities are determined based on differences between the

financial statement carrying amounts and the tax basis of

existing assets and liabilities (i.e., temporary differences) and

are measured at the enacted rates that will be in effect when

these differences are realized. If necessary, a valuation

allowance is established to reduce deferred tax assets to the

amount that is more likely than not to be realized.

In order to recognize and measure our unrecognized tax

benefits, management determines whether a tax position is

more likely than not to be sustained upon examination,

including resolution of any related appeals or litigation

F-20

processes, based on the technical merits of the position. Once

it is determined that a position meets the recognition

thresholds, the position is measured to determine the amount

of benefit to be recognized in the consolidated financial

statements. Interest and/or penalties related to income tax

matters are recognized in income tax expense.

Subsequent Events

We have evaluated subsequent events through the issuance

date of this Annual Report on Form 10-K.

Recently Adopted Accounting Pronouncements

•In December 2023, the FASB issued ASU 2023-09,

“Income Taxes (Topic 740): Improvements to Income Tax

Disclosures.” The guidance enhances income tax

disclosure requirements by requiring public entities to

provide additional information in its tax rate reconciliation

and additional disclosures about income taxes paid. We

adopted this update on a prospective basis during the

current period. See Note 17, “Income Taxes,” for the

expanded disclosures.

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

Disaggregation of Revenue

The following table summarizes the disaggregation of

revenue by major product and service and by segment for the

years ended December 31, 2025, 2024 and 2023:

	Year Ended December 31,
	2025	2024	2023
	(in millions)
Capital Access Platforms
Data & Listing Services	$804	$754	$749
Index	827	706	528
Workflow & Insights	506	485	467
Financial Technology
Financial Crime Management<br><br>Technology	331	273	223
Regulatory Technology	428	352	212
Capital Markets Technology	1,091	996	664
Market Services, net	1,201	1,020	987
Other revenues	61	63	65
Revenues less transaction-<br><br>based expenses	$5,249	$4,649	$3,895

Substantially all revenues from the Capital Access Platforms

and Financial Technology segments were recognized over

time for the years ended December 31, 2025, 2024 and 2023.

For the years ended December 31, 2025, 2024 and 2023,

approximately 95.3%, 95.3% and 93.0%, respectively, of

Market Services revenues were recognized at a point in time

and 4.7%, 4.7% and 7.0%, respectively, were recognized

over time. See "Revenue Recognition and Transaction-Based

Expenses" in Note 2, "Summary of Significant Accounting

Policies," for additional detail on Other Revenues.

During the third quarter of 2024, as part of finalizing the

purchase accounting of the Adenza acquisition, we

implemented a change to the accounting treatment of the

revenues associated with AxiomSL on-premises subscription

contracts, which are included in the Regulatory Technology

business within the Financial Technology segment. Starting

in the third quarter of 2024, we began recognizing

AxiomSL’s subscription-based revenues on a ratable basis

over the contract term. The change reflects new information

obtained on the frequent and ongoing mandatory updates to

AxiomSL's regulatory reporting software, which are critical

to the utility and value of the product for the client. As a

result of this change, we recognized a one-time revenue

reduction of $32 million in the third quarter of 2024,

reflecting the net impact of the accounting change since the

date of the Adenza acquisition. See Note 4, “Acquisition and

Divestitures,” for further discussion on the measurement

period adjustment.

F-21

Contract Balances

Substantially all of our revenues are considered to be

revenues from contracts with customers. The related accounts

receivable balances are recorded in the Consolidated Balance

Sheets as receivables, which are net of allowance for doubtful

accounts of $11 million as of December 31, 2025 and $10

million as of December 31, 2024. Changes to the allowance

for doubtful accounts during the year ended December 31,

2025 were not material to our 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 December 31, 2025. See Note 8, “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.

The following table summarizes the amount of the

transaction price allocated to performance obligations that are

unsatisfied, for contract durations greater than one year, as of

December 31, 2025:

	Financial<br><br>Crime<br><br>Management<br><br>Technology	Regulatory<br><br>Technology	Capital<br><br>Markets<br><br>Technology	Workflow<br><br>&<br><br>Insights	Total
	(in millions)
2026	$341	$328	$359	$168	$1,196
2027	276	261	314	103	954
2028	166	192	251	47	656
2029	65	107	154	30	356
2030	16	68	99	26	209
2031+	2	32	228	5	267
Total	$866	$988	$1,405	$379	$3,638

4. ACQUISITION AND DIVESTITURES

Divestitures

In January 2025, we entered into an agreement to transfer

existing open positions in our Nordic power futures business

to a European exchange. In June 2025, this transaction was

completed and consideration was received. Migration of open

positions are planned to take place by the end of the first

quarter of 2026. We expect to wind down the commodities

clearing and trading services in the second half of 2026, and

the business to be wound down in the months following. In

connection with the successful migration of open positions,

Nasdaq may receive additional consideration in 2026 and

2027, and is expected to release regulatory capital in the

medium term.

In April 2025, Nasdaq completed the sale of our Nasdaq Risk

Modelling for Catastrophes business which was 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 net impact of the transactions described above are

included in net gain on divestitures in the Consolidated

Statements of Income.

Acquisition

On November 1, 2023, Nasdaq completed the acquisition of

Adenza, a provider of mission-critical risk management and

regulatory software to the financial services industry, for a

total purchase consideration of $9,984 million. The purchase

price consisted of $5.75 billion in cash and 85.6 million

shares of Nasdaq common stock. The shares of common

stock were issued to Thoma Bravo, the sole shareholder of

Adenza, and represented approximately 15% of the

outstanding shares of Nasdaq at the time. As of December

31, 2025, Thoma Bravo no longer holds any shares of our

common stock.

	(in millions,<br><br>except price per<br><br>share)
Shares of Nasdaq common stock issued	85.6
Closing price per share of Nasdaq common<br><br>stock on November 1, 2023	$48.71
Fair value of equity portion of the purchase<br><br>consideration	$4,170
Cash consideration	$5,814
Total purchase consideration	$9,984

The amounts in the table below represent the preliminary

allocation of the purchase price to the acquired intangible

assets, the deferred tax liability on the acquired intangible

assets and other assets acquired and liabilities assumed based

on their preliminary respective estimated fair values on the

date of acquisition.

F-22

The excess purchase price over the net tangible and acquired

intangible assets has been recorded as goodwill. The

goodwill recognized is attributable primarily to expected

synergies and is assigned to our Financial Technology

segment.

	(in millions)
Goodwill	$5,933
Acquired intangible assets	5,050
Receivables, net	236
Other net assets acquired	153
Cash and cash equivalents	48
Accrued personnel costs	(44)
Deferred revenue	(130)
Deferred tax liability on acquired intangible<br><br>assets	(1,262)
Total purchase consideration	$9,984

In the third quarter of 2024, we recorded a purchase

accounting adjustment to the estimated purchase price

allocation shown above and disclosed as of December 31,

2023. This adjustment relates to the impact of the change

from upfront to ratable revenue recognition for AxiomSL on-

premises contracts entered into prior to the acquisition date,

as described above, and decreased accrued income (which

reflects revenue earned but not yet billed and included in

receivables above) by $46 million, increased deferred

revenue by $56 million and increased goodwill by $77

million, net of a deferred tax asset of $25 million. In the

fourth quarter of 2024, we finalized the purchase accounting

for this acquisition.

Intangible Assets

The following table presents the details of acquired intangible

assets at the date of acquisition. Acquired intangible assets

with finite lives are amortized using the straight-line method.

	Customer<br><br>Relationships	Technology	Trade<br><br>Names	Total<br><br>Acquired<br><br>Intangible<br><br>Assets
Intangible asset<br><br>value (in millions)	$3,740	$950	$360	$5,050
Discount rate used	9.5%	8.5%	8.5%
Estimated average<br><br>useful life	22 years	6 years	20 years

We valued the customer relationships using an income

approach, specifically an excess earnings method, and

included a discounted tax amortization benefit assuming a

15-year tax amortization period. Technology, which included

acquired developed technology relating to AxiomSL and

Calypso, and trade names, representing industry recognition

and reputation for the quality of the AxiomSL and Calypso

platforms, were valued using the income approach,

specifically the relief-from-royalty method, which estimates

the cost savings from owning these assets rather than paying

royalties. Discount rates applied reflect risks associated with

projected cash flows for each asset relative to the overall

business.

Pro Forma Results and Acquisition-Related Costs

From the date of acquisition through December 31, 2023,

Adenza revenues of $149 million were included in Financial

Technology revenues in the Consolidated Statement of

Income and Adenza operating income of $55 million was

included in our operating income in the Consolidated

Statement of Income.

Acquisition-related costs were expensed as incurred and are

included in merger and strategic initiatives expense in the

Consolidated Statements of Income.

Supplemental Pro Forma Information (Unaudited)

The unaudited supplemental pro forma financial information

presented below is for illustrative purposes only and is not

necessarily indicative of the financial position or results of

operations that would have been realized if the acquisition

had been completed on the date indicated, does not reflect

synergies that might have been achieved, nor is it indicative

of future operating results or financial position.

The following supplemental pro forma financial information

presents the combined results of operations as if Adenza had

been acquired as of January 1, 2022. The pro forma

adjustments are based upon currently available information

and certain assumptions we believe are reasonable under the

circumstances. These adjustments primarily include a net

increase in amortization expense that would have been

recognized due to acquired identifiable intangible assets, a

net increase to interest expense to reflect the additional

borrowings for the financing of the Adenza acquisition net of

the interest expense relating to the repayment of Adenza’s

historical debt, and the related income tax effects of the

adjustments noted above.

The unaudited supplemental pro forma financial information

for the periods presented is as follows:

	Year Ended December 31,
	2023
	(in millions)
Pro forma revenues less transaction-<br><br>based expenses	$4,329
Pro forma operating income	1,485
Pro forma net income attributable to<br><br>Nasdaq	822

F-23

5. GOODWILL AND ACQUIRED INTANGIBLE

ASSETS

Goodwill

The following table presents the changes in goodwill by

business segment during the year ended December 31, 2025:

	(in millions)
Capital Access Platforms
Balance at December 31, 2024	$4,127
Divestiture and acquisition of a business	(19)
Foreign currency translation adjustments	177
Balance at December 31, 2025	$4,285
Financial Technology
Balance at December 31, 2024	$7,925
Divestiture of a business	(9)
Foreign currency translation adjustments	36
Balance at December 31, 2025	$7,952
Market Services
Balance at December 31, 2024	$1,905
Foreign currency translation adjustments	229
Balance at December 31, 2025	$2,134
Total
Balance at December 31, 2024	$13,957
Acquisition and divestitures of businesses	(28)
Foreign currency translation adjustments	442
Balance at December 31, 2025	$14,371

Goodwill represents the excess of purchase price over the

value assigned to the net assets, including identifiable

intangible assets, of a business acquired. Goodwill is

allocated to our reporting units based on the assignment of

the fair values of each reporting unit of the acquired

company. Upon the sale of a business, we also allocate a

portion of goodwill to the business being sold, based on the

relative fair value of the business and the portion of the

reporting unit that we are retaining. We test goodwill for

impairment at the reporting unit level annually, or in interim

periods if certain events occur indicating that the carrying

amount may be impaired, such as changes in the business

climate, poor indicators of operating performance or the sale

or disposition of a significant portion of a reporting unit.

There was no impairment of goodwill or indefinite-lived

intangibles for the years ended December 31, 2025, 2024 and

2023; 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:

	December<br><br>31, 2025	December<br><br>31, 2024
Finite-Lived Intangible Assets	(in millions)
Gross Amount:
Technology	$1,222	$1,234
Customer relationships	5,711	5,720
Trade names and other	405	417
Foreign currency translation<br><br>adjustment	(163)	(237)
Total gross amount	$7,175	$7,134
Accumulated Amortization:
Technology	$(531)	$(348)
Customer relationships	(1,432)	(1,164)
Trade names and other	(53)	(43)
Foreign currency translation<br><br>adjustment	113	153
Total accumulated amortization	$(1,903)	$(1,402)
Net Amount:
Technology	$691	$886
Customer relationships	4,279	4,556
Trade names and other	352	374
Foreign currency translation<br><br>adjustment	(50)	(84)
Total finite-lived intangible assets	$5,272	$5,732
Indefinite-Lived Intangible Assets
Exchange and clearing registrations	$1,257	$1,257
Trade names	121	121
Licenses	52	52
Foreign currency translation<br><br>adjustment	(191)	(257)
Total indefinite-lived intangible<br><br>assets	$1,239	$1,173
Total intangible assets, net	$6,511	$6,905

There was no impairment of intangible assets for the years

ended December 31, 2025, 2024 and 2023.

The following tables present our amortization expense for

acquired finite-lived intangible assets:

	Year Ended December 31,
	2025	2024	2023
	(in millions)
Amortization expense	$487	$488	$206

F-24

The table below presents the estimated future amortization

expense (excluding the impact of foreign currency translation

adjustments of $50 million as of December 31, 2025) of

acquired finite-lived intangible assets as of December 31,

2025:

	(in millions)
2026	$504
2027	494
2028	460
2029	433
2030	256
2031+	3,175
Total	$5,322

6. INVESTMENTS

The following table presents the details of our investments:

	December 31, 2025	December 31, 2024
	(in millions)
Financial investments	$28	$184
Equity method investments	512	417
Equity securities	175	121

Financial Investments

Financial investments are comprised of trading securities,

primarily highly rated European government debt securities,

of which $18 million as of December 31, 2025 and $171

million as of December 31, 2024 are assets primarily utilized

to meet regulatory capital requirements, mainly for our

clearing operations at Nasdaq Clearing. The decrease in

financial investments held for regulatory purposes as of

December 31, 2025 is due to more regulatory capital being

invested in shorter term investments, which meet the criteria

to be classified as cash equivalents, and are included in

restricted cash and cash equivalents in the Consolidated

Balance Sheets.

Equity Method Investments

We record our estimated pro-rata share of earnings or losses

each reporting period and record any dividends as a reduction

in the investment balance. As of December 31, 2025 and

2024, our equity method investments primarily included our

40.0% equity interest in OCC.

The carrying amounts of our equity method investments are

included in other non-current assets in the Consolidated

Balance Sheets. No material impairments were recorded for

the years ended December 31, 2025, 2024 and 2023.

Net income recognized from our equity interest in the

earnings and losses of these equity method investments was

$83 million, $16 million and $(7) million for the years ended

December 31, 2025, 2024 and 2023, respectively. For the

year ended December 31, 2025, higher equity interest in the

earnings of OCC, as compared to 2024, was primarily driven

by elevated U.S. industry trading volumes.

Equity Securities

The carrying amounts of our equity securities are included in

other non-current assets in the Consolidated Balance Sheets.

The majority of our equity securities as of December 31,

2025 do not have a readily determinable fair value and

therefore we have elected the measurement alternative. No

material adjustments were made to the carrying value of

these equity securities for the years ended December 31,

2025, 2024 and 2023. We mark-to-market equity securities

which have a readily determinable fair value, with gains and

losses recognized in other income (loss) in the Consolidated

Statements of Income. Net loss from the change in fair value

of these equity securities was $44 million for the year ended

December 31, 2025, and immaterial for the years ended

December 31, 2024 and 2023. As of December 31, 2025 and

December 31, 2024, our equity securities primarily represent

various strategic minority investments made through our

corporate venture program. Our investment in equity

securities is included in other investing activities in the

Consolidated Statements of Cash Flows.

7. PROPERTY AND EQUIPMENT, NET

The following table presents our major categories of property

and equipment, net:

	December 31,
	2025	2024
	(in millions)
Data processing equipment and<br><br>software	$1,111	$905
Furniture, equipment and<br><br>leasehold improvements	362	294
Total property and equipment	1,473	1,199
Less: accumulated depreciation<br><br>and amortization and<br><br>impairment charges	(745)	(606)
Total property and equipment,<br><br>net	$728	$593

Depreciation and amortization expense for property and

equipment was $145 million for the year ended December

31, 2025, $125 million for the year ended December 31,

2024, and $117 million for the year ended December 31,

2023. These amounts are included in depreciation and

amortization expense in the Consolidated Statements of

Income.

We recorded pre-tax, non-cash property and equipment asset

impairment charges on capitalized software that was retired

and accelerated depreciation expense on certain assets as a

result of a decrease in their useful life, primarily in relation to

our restructuring programs. These charges were not material

for 2025, $37 million in 2024 and $12 million in 2023. See

Note 20, “Restructuring Charges,” for further discussion.

There were no other material impairments of property and

equipment recorded in 2025, 2024 and 2023.

As of December 31, 2025, 2024 and 2023, we did not own

any real estate properties.

F-25

8. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet

to be recognized as revenue. The changes in our deferred

revenue during the year ended December 31, 2025 are

reflected in the following table:

	Balance at<br><br>December<br><br>31, 2024	Additions	Revenue<br><br>Recognized	Adjustments	Balance at<br><br>December<br><br>31, 2025
Capital Access Platforms:			(in millions)
Initial Listings	$89	$38	$(34)	$3	$96
Annual<br><br>Listings	2	2	(2)	1	3
Workflow &<br><br>Insights	194	193	(181)	(7)	199
Other	22	13	(14)	3	24
Financial Technology:
Financial<br><br>Crime<br><br>Management<br><br>Technology	148	185	(144)	—	189
Regulatory<br><br>Technology	147	149	(135)	5	166
Capital<br><br>Markets<br><br>Technology	186	174	(168)	4	196
Total	$788	$754	$(678)	$9	$873

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.

•Adjustments include the impact from foreign currency

translation adjustments and the impact of any acquisitions

or divestitures completed during the period.

•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 December 31, 2025, we estimate that our deferred

revenue will be recognized in the following years:

Fiscal year<br><br>ended:	2026	2027	2028	2029	2030	2031+	Total
Capital Access Platforms:			(in millions)
Initial<br><br>Listings	$39	$26	$14	$9	$6	$2	$96
Annual<br><br>Listings	3	—	—	—	—	—	3
Workflow &<br><br>Insights	196	3	—	—	—	—	199
Other	13	7	4	—	—	—	24
Financial Technology:
Financial<br><br>Crime<br><br>Management<br><br>Technology	186	3	—	—	—	—	189
Regulatory<br><br>Technology	163	3	—	—	—	—	166
Capital<br><br>Markets<br><br>Technology	185	7	3	1	—	—	196
Total	$785	$49	$21	$10	$6	$2	$873

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.

F-26

9. DEBT OBLIGATIONS

The following table presents the changes in the carrying

amounts of our debt obligations during the year ended

December 31, 2025:

	December 31,<br><br>2024	Payments, Foreign<br><br>Currency<br><br>Translation<br><br>and Accretion	December 31,<br><br>2025
Short-term debt:	(in millions)
2025 Notes	$399	$(399)	$—
2026 Notes	499	(68)	431
Total short-term debt	$898	$(467)	$431
Long-term debt - senior unsecured notes:
2028 Notes	935	(142)	793
2029 Notes	618	84	702
2030 Notes	617	85	702
2031 Notes	645	1	646
2032 Notes	769	105	874
2033 Notes	633	86	719
2034 Notes	1,220	(98)	1,122
2040 Notes	644	1	645
2050 Notes	487	1	488
2052 Notes	541	(134)	407
2053 Notes	738	1	739
2063 Notes	738	—	738
2022 Revolving Credit<br><br>Facility	(3)	1	(2)
Total long-term debt	$8,582	$(9)	$8,573
Total debt obligations	$9,480	$(476)	$9,004

In the table above, the 2026 Notes were reclassified to short-

term debt as of December 31, 2025, including the balance as

of December 31, 2024, for presentation purposes. Refer to

“About this Form 10-K” for further details about the

aggregate principal amounts issued, coupon rates and

maturities of the senior unsecured notes in the table above.

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other

outstanding senior unsecured notes were issued at a discount.

As a result of the discount, the proceeds received from each

issuance were less than the aggregate principal amount. As of

December 31, 2025, the amounts in the table above reflect

the aggregate principal amount, which is net of discount and

debt issuance costs, which are being accreted and amortized

through interest expense over the life of the applicable notes.

The accretion of the discount and amortization of the debt

issuance costs was $11 million for the year ended December

31, 2025. Our Euro Notes are adjusted for the impact of

foreign currency translation. Our senior unsecured notes are

general unsecured obligations which rank equally with all of

our existing and future unsubordinated obligations and are

not guaranteed by any of our subsidiaries. The senior

unsecured notes were issued under indentures that, among

other things, limit our ability to consolidate, merge or sell all

or substantially all of our assets, create liens, and enter into

sale and leaseback transactions. The senior unsecured notes

may be redeemed by Nasdaq at any time, subject to a make-

whole amount.

During 2025, we paid $426 million, excluding accrued

interest, to repurchase an aggregate book value of

$444 million of our 2026 Notes, 2028 Notes, 2034 Notes and

2052 Notes. In the table above, these amounts were slightly

offset by accretion of discount and debt issuance costs on the

notes of $2 million. As a result of the partial repayments of

these notes, we recorded a net pre-tax gain of $18 million, in

general, administrative and other expense in the Consolidated

Statements of Income.

We also repaid in full the 2025 Notes at maturity for an

aggregate of $400 million. In the table above, $399 million

reflects the repayment of $400 million net of $1 million of

accretion recorded for the year ended December 31, 2025.

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

Consolidated Balance Sheets. For the year ended December

31, 2025, the impact of translation increased the U.S. dollar

value of our Euro Notes by $357 million.

Credit Facilities

2022 Revolving Credit Facility

In December 2022, Nasdaq amended and restated its

previously issued $1.25 billion five-year revolving credit

facility, with a new maturity date of December 16, 2027.

Nasdaq intends to use funds available under the 2022

Revolving Credit Facility for general corporate purposes and

to provide liquidity to support our commercial paper

program. Nasdaq is permitted to repay borrowings under our

2022 Revolving Credit Facility at any time in whole or in

part, without penalty.

As of December 31, 2025, no amounts were outstanding on

the 2022 Revolving Credit Facility. The $(2) million balance

represents unamortized debt issuance costs which are being

amortized through interest expense over the life of the credit

facility.

F-27

Borrowings under the revolving credit facility and swingline

borrowings bear interest on the principal amount outstanding

at a variable interest rate based on either the SOFR (or a

successor rate to SOFR), the base rate (as defined in the 2022

Revolving Credit Facility agreement), or other applicable rate

with respect to non-dollar borrowings, plus an applicable

margin that varies with Nasdaq’s debt rating. We are charged

commitment fees of 0.100% to 0.250%, depending on our

credit rating, whether or not amounts have been borrowed.

These commitment fees are included in interest expense and

were not material for the years ended December 31, 2025,

2024 and 2023.

The 2022 Revolving Credit Facility contains financial and

operating covenants. Financial covenants include a maximum

leverage ratio. Operating covenants include, among other

things, limitations on Nasdaq’s ability to incur additional

indebtedness, grant liens on assets, dispose of assets and

make certain restricted payments. The facility also contains

customary affirmative covenants, including access to

financial statements, notice of defaults and certain other

material events, maintenance of properties and insurance, and

customary events of default, including cross-defaults to our

material indebtedness.

The 2022 Revolving Credit Facility includes an option for

Nasdaq to increase the available aggregate amount by up to

$750 million, subject to the consent of the lenders funding

the increase and certain other conditions.

We maintain a U.S. dollar commercial paper program, which

we may utilize at various times to support liquidity needs.

This program is supported by our 2022 Revolving Credit

Facility. As of December 31, 2025 and 2024 we had no

outstanding commercial paper.

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 $208 million as of

December 31, 2025 and $174 million as of December 31,

2024 in available liquidity, none of which was utilized.

Generally, these facilities each have a one-year term, and

renew automatically. The amounts borrowed under these

various credit facilities bear interest on the principal amount

outstanding at a variable interest rate based on a base rate (as

defined in the applicable credit agreement), plus an

applicable margin. We are charged commitment fees (as

defined in the applicable credit agreement), whether or not

amounts have been borrowed. These commitment fees are

included in interest expense and were not material for the

years ended December 31, 2025, 2024 and 2023.

These facilities include customary affirmative and negative

operating covenants and events of default.

Debt Covenants

As of December 31, 2025, we were in compliance with the

covenants of all of our debt obligations.

10. 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 years ended December 31, 2025,

2024 and 2023, which is included in compensation and

benefits expense in the Consolidated Statements of Income:

	Year Ended December 31,
	2025	2024	2023
(in millions)
Savings Plan expense	$22	$19	$19

Pension, SERP and Other Post-Retirement Benefit Plans

In June 2023, we terminated our U.S. pension plan and took

steps to wind down the plan and transfer the resulting

liability to an insurance company. This process was

completed in 2024 and, as a result, we recorded a settlement

pre-tax loss of $23 million to compensation and benefits

expense in the Consolidated Statements of Income for the

year ended December 31, 2024. We continue to maintain

nonqualified SERPs for certain senior executives and other

post-retirement benefit plans for eligible employees in the

U.S. Most employees outside the U.S. are covered by local

retirement plans or by applicable social laws. Benefits under

social laws are generally expensed in the periods in which the

costs are incurred.

The total expense for these plans is included in compensation

and benefits expense in the Consolidated Statements of

Income:

	Year Ended December 31,
	2025	2024	2023
(in millions)
Retirement Plans expense	$35	$54	$34

Nonqualified Deferred Compensation Plan

We sponsor a nonqualified deferred compensation plan, the

Nasdaq, Inc. Deferred Compensation Plan. This plan

provides certain eligible employees with the opportunity to

defer a portion of their annual salary and bonus up to certain

approval limits. All deferrals and associated earnings are our

general unsecured obligations and were immaterial for the

years ended December 31, 2025, 2024 and 2023.

F-28

11. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees

and non-employee directors. Share-based awards granted

under this program include restricted stock (consisting of

restricted stock units), PSUs and stock options. For

accounting purposes, we consider PSUs to be a form of

restricted stock. Generally, annual employee awards are

granted on or about April 1st 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 years ended December

31, 2025, 2024 and 2023, which is primarily included in

compensation and benefits expense in the Consolidated

Statements of Income:

	Year Ended December 31,
	2025	2024	2023
(in millions)
Share-based compensation expense<br><br>before income taxes	$165	$141	$122

Common Shares Available Under Our Equity Plan

As of December 31, 2025, we had approximately 21.6

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 years ended December 31, 2025, 2024 and 2023:

	Restricted Stock
	Number of Awards	Weighted-Average<br><br>Grant Date Fair<br><br>Value
Unvested at December 31,<br><br>2022	4,380,513	$45.48
Granted	1,850,790	52.66
Vested	(1,703,252)	38.21
Forfeited	(318,752)	51.15
Unvested at December 31,<br><br>2023	4,209,299	51.15
Granted	1,874,976	60.16
Vested	(1,614,071)	47.48
Forfeited	(291,337)	55.57
Unvested at December 31,<br><br>2024	4,178,867	56.30
Granted	1,616,873	74.50
Vested	(1,629,481)	54.86
Forfeited	(245,795)	61.68
Unvested at December 31,<br><br>2025	3,920,464	$64.06

As of December 31, 2025, $138 million of total unrecognized

compensation cost related to restricted stock is expected to be

recognized over a weighted-average period of 2.1 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. For awards granted prior to 2024,

our first peer group consisted of exchange companies, and

was replaced by the S&P 500 GICS 4020 Index to align more

closely with Nasdaq’s business and competitors for all future

grants. 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,

F-29

the award issuance will not exceed 100.0% of the number of

PSUs granted. We estimate the fair value of PSUs granted

under the three-year PSU program using the Monte Carlo

simulation model, as these awards contain a market

condition.

In 2024, we also granted PSUs with a two-year performance

period to certain eligible executives at the senior vice

president level and above. These PSUs are based on

performance measures relating to the implementation of

certain integration actions in connection with the Adenza

acquisition. Achievement of the targets impacts the amount

of shares that each PSU eligible individual receives. The

PSUs have a two-year performance period and will vest one

year after the end of the performance period, and settle in

shares of our common stock. The award issuance under this

program will be between 0.0% and 200.0% of the number of

PSUs granted.

Grants of PSUs that were issued in 2022 with a three-year

performance period exceeded the applicable performance

metrics. As a result, an additional 32,802 units above the

original aggregate target amount were granted in the first

quarter of 2025 and were fully vested upon issuance.

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 units above the

original target amount were granted in the first quarter of

2026 and were fully vested upon issuance. In addition, the

performance period for the two-year 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

PSU awards granted under the three-year PSU program

during the years ended December 31, 2025 and 2024:

	2025 Grants	2024 Grants
Weighted-average risk-free<br><br>interest rate	3.82%	4.50%
Expected volatility	23.27%	24.50%
Weighted-average grant<br><br>date share price	$76.10	$62.38
Weighted-average fair value<br><br>at grant date	$92.57	$78.67

The following table summarizes our PSU activity for the

years ended December 31, 2025, 2024 and 2023:

	PSUs
	Three-Year Program
	Number of<br><br>Awards	Weighted-<br><br>Average Grant<br><br>Date Fair Value
Unvested at December 31,<br><br>2022	1,966,542	$56.44
Granted	1,693,065	47.14
Vested	(1,552,311)	37.59
Forfeited	(98,974)	57.51
Unvested at December 31,<br><br>2023	2,008,322	$62.86
Granted	1,282,300	73.91
Vested	(961,331)	73.14
Forfeited	(155,140)	62.80
Unvested at December 31,<br><br>2024	2,174,151	$64.83
Granted	886,656	90.84
Vested	(620,515)	62.89
Forfeited	(62,162)	69.68
Unvested at December 31,<br><br>2025	2,378,130	$74.91

In the table above, in addition to the annual employee grant

described above, the granted amount also includes additional

awards granted based on overachievement of performance

metrics.

As of December 31, 2025, the total unrecognized

compensation cost related to the outstanding PSU awards is

$80 million and is expected to be recognized over a

weighted-average period of 1.5 years.

Stock Options

There were no stock option awards granted and no stock

options exercised for the years ended December 31, 2025,

2024 and 2023.

A summary of our outstanding and exercisable stock options

at December 31, 2025, 2024 and 2023 is as follows:

	Number of<br><br>Stock<br><br>Options	Weighted-Average Exercise Price	Aggregate<br><br>Intrinsic<br><br>Value (in<br><br>millions)
Outstanding at<br><br>December 31, 2023	1,420,323	41.79
Outstanding at<br><br>December 31, 2024	1,420,323	41.79
Outstanding at<br><br>December 31, 2025	1,420,323	41.79	$79
Exercisable at<br><br>December 31, 2025	806,451	22.23	$60

All values are in US Dollars.

F-30

As of December 31, 2025, the aggregate pre-tax intrinsic

value represents the difference between our closing stock

price on December 31, 2025 of $97.13 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 December 31,

2025 and 2024, 0.8 million outstanding stock options were

exercisable and the exercise price was $22.23.

ESPP

We have an ESPP under which approximately 10.1 million

shares of our common stock were available for future

issuance as of December 31, 2025. Under our ESPP,

employees may purchase shares having a value not exceeding

10.0% of their annual compensation, subject to applicable

annual Internal Revenue Service limitations. We record

compensation expense related to the 15.0% discount that is

given to our employees.

	Year Ended December 31,
	2025	2024	2023
Number of shares<br><br>purchased by employees	652,291	675,064	687,688
Weighted-average price of<br><br>shares purchased	$69.33	$49.16	$42.33
Compensation expense (in<br><br>millions)	$11	$9	$7

The impact of the activity above is included in Other

issuances of common stock, net in the Consolidated

Statements of Changes in Stockholders’ Equity.

12. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

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. As of

December 31, 2024, 900,000,000 shares of our common

stock were authorized, 598,920,378 shares were issued and

575,062,217 shares were outstanding. The holders of

common stock are entitled to one vote per share, except that

our certificate of incorporation limits the ability of any

shareholder to vote in excess of 5.0% of the then-outstanding

shares of Nasdaq common stock.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost

method with the shares of stock repurchased reflected as a

reduction to Nasdaq stockholders’ equity and included in

common stock in treasury, at cost in the Consolidated

Balance Sheets. Shares repurchased under our share

repurchase program are currently retired and canceled and are

therefore not included in the common stock in treasury

balance. If treasury shares are reissued, they are recorded at

the average cost of the treasury shares acquired. We held

24,726,296 shares of common stock in treasury as of

December 31, 2025 and 23,858,161 shares as of December

31, 2024, most of which are related to shares of our common

stock withheld for the settlement of employee tax

withholding obligations arising from the vesting of restricted

stock and PSUs.

Share Repurchase Program

As of December 31, 2025, the remaining aggregate

authorized amount under the existing share repurchase

program was $1.1 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 year ended

December 31, 2025:

	Year Ended<br><br>December 31, 2025
Number of shares of common stock<br><br>repurchased	7,202,346
Average price paid per share	$85.47
Total purchase price (in millions)	$616

In the table above, the number of shares of common stock

repurchased includes share repurchase activity associated

with various ASR agreements executed in 2025 and excludes

an aggregate of 868,135 shares withheld to satisfy tax

obligations of the grantee upon the vesting of restricted stock

and PSUs. Total purchase price in the table above and

repurchases of common stock in the Consolidated Statements

of Cash Flows for the year ended December 31, 2025 exclude

$4 million of accrued excise tax that had not been paid as of

December 31, 2025.

F-31

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.

In October 2025, we entered into a variable notional ASR

agreement, in which we paid $250 million to a third-party

financial institution and initially received and immediately

retired 1,812,219 shares of our common stock. In December

2025, upon the final settlement of this transaction, we

received an additional 504,401 shares, which were

immediately retired, and a $45 million cash payment, which

reflects the difference between the prepayment amount

(maximum notional amount) and the final notional amount.

In November 2025, we entered into an ASR agreement, in

which we paid $75 million to a third-party financial

institution and initially received and immediately retired

697,512 shares of our common stock. In December 2025,

upon the final settlement of this transaction, we received an

additional 117,855 shares which were immediately retired.

In January 2026, we entered into a variable notional ASR

agreement, for which we paid $300 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 first quarter of 2026. At settlement,

additional shares of common stock may be delivered to us or,

under certain circumstances, we may be required to deliver

shares of our common stock or may elect to make a cash

payment. In addition, we may receive the excess of the

amount we prepaid over the final notional amount of the

ASR in cash or, at our election, in shares of our common

stock.

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

December 31, 2025 and December 31, 2024, no shares of

preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During 2025, our board of directors declared and paid the

following cash dividends:

Declaration Date	Dividend Per<br><br>Common<br><br>Share	Record Date		Total Amount Paid
			(in millions)
January 28,<br><br>2025	$0.24	March 14,<br><br>2025		138
April 23, 2025	0.27	June 13,<br><br>2025		155
July 23, 2025	0.27	September<br><br>12, 2025		155
October 20,<br><br>2025	0.27	December<br><br>5, 2025		153
				601

All values are in US Dollars.

The total amount paid of $601 million was recorded in

retained earnings in the Consolidated Balance Sheets at

December 31, 2025.

In January 2026, the board of directors approved a regular

quarterly cash dividend of $0.27 per share on our outstanding

common stock. The dividend is payable on March 30, 2026

to shareholders of record at the close of business on March

16, 2026. The estimated aggregate payment of this dividend

is $154 million. Future declarations of quarterly dividends

and the establishment of future record and payment dates are

subject to approval by the board of directors.

The board of directors maintains a dividend policy with the

intention to provide shareholders with regular and increasing

dividends as earnings and cash flows increase.

F-32

13. EARNINGS PER SHARE

The following table sets forth the computation of basic and

diluted earnings per share:

	Year Ended December 31,
	2025	2024	2023
Numerator:	(in millions, except share and per share amounts)
Net income attributable<br><br>to common<br><br>shareholders	$1,788	$1,117	$1,059
Denominator:
Weighted-average<br><br>common shares<br><br>outstanding for basic<br><br>earnings per share	573,257,760	575,428,536	504,909,392
Weighted-average<br><br>effect of dilutive<br><br>securities - Employee<br><br>equity awards	5,339,927	3,760,986	3,483,590
Weighted-average<br><br>common shares<br><br>outstanding for<br><br>diluted earnings per<br><br>share	578,597,687	579,189,522	508,392,982
Basic and diluted earnings per share:
Basic earnings per<br><br>share	$3.12	$1.94	$2.10
Diluted earnings per<br><br>share	$3.09	$1.93	$2.08

In the table 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 years ended December

31, 2025, 2024 and 2023.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present our financial assets and financial

liabilities that were measured at fair value on a recurring

basis as of December 31, 2025 and December 31, 2024.

	December 31, 2025
	Total	Level 1	Level 2	Level 3
	(in millions)
European<br><br>government debt<br><br>securities	$28	$28	$—	$—
Total financial<br><br>investments	$28	$28	$—	$—
Equity securities	25	25	—	—
Total assets at fair<br><br>value	$53	$53	$—	$—
	December 31, 2024
	Total	Level 1	Level 2	Level 3
	(in millions)
European<br><br>government debt<br><br>securities	$166	$166	$—	$—
Swedish mortgage<br><br>bonds	13	—	13	—
Time deposits	5	—	5	—
Total financial<br><br>investments	$184	$166	$18	$—
Equity securities	2	2	—	—
Total assets at fair<br><br>value	$186	$168	$18	$—

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 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 Consolidated

Statements of Income, together with the re-measurement gain

or loss from the hedged balance sheet position.

F-33

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 Consolidated Balance

Sheets. As of December 31, 2025 and December 31, 2024,

the fair value of these contracts was not material and

therefore not included in the tables above. We do not use

derivative instruments for trading or speculative purposes.

Financial Instruments Not Measured at Fair Value on a

Recurring Basis

Some of our financial instruments are not measured at fair

value on a recurring basis but are recorded at amounts that

approximate fair value due to their liquid or short-term

nature. Such financial assets and financial liabilities include:

cash and cash equivalents, restricted cash and cash

equivalents, receivables, net, certain other current assets,

accounts payable and accrued expenses, Section 31 fees

payable to SEC, accrued personnel costs 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 December 31, 2025, all of our outstanding

debt obligations were fixed-rate obligations. We may be

exposed to changes in interest rates as a result of borrowings

under our 2022 Revolving Credit Facility, as the interest rates

on this facility have a variable rate depending on the maturity

of the borrowing and the implied underlying reference rate.

We may be exposed to changes in interest rates on amounts

outstanding from the sale of commercial paper under our

commercial paper program. The fair value of our remaining

debt obligations utilizing prevailing market rates for our fixed

rate debt was $8.6 billion as of December 31, 2025 and $8.8

billion as of December 31, 2024. The discounted cash flow

analyses are based on borrowing rates currently available to

us for debt with similar terms and maturities. Our commercial

paper and our fixed rate and floating rate debt are categorized

as Level 2 in the fair value hierarchy.

For further discussion of our debt obligations, see Note 9,

“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

December 31, 2025 and December 31, 2024, there were no

non-financial assets measured at fair value on a non-recurring

basis.

15. CLEARING OPERATIONS

Nasdaq Clearing

Nasdaq Clearing is authorized and supervised under EMIR as

a multi-asset clearinghouse by the SFSA. Such authorization

is effective for all member states of the European Union and

certain other non-member states that are part of the European

Economic Area, including Norway. The clearinghouse acts as

the CCP for exchange and OTC trades in equity derivatives,

fixed income derivatives, resale and repurchase contracts,

power derivatives, emission allowance derivatives, and

seafood derivatives. In January 2025, we entered into an

agreement to transfer existing open positions in our Nordic

power futures business to a European exchange, which was

completed in June 2025. See Note 4, “Acquisition and

Divestitures,” for further discussion. Additionally, beginning

in January 2025, Nasdaq no longer offered seafood

derivatives clearing and has settled all open positions as of

March 31, 2025.

Through our clearing operations in the financial markets,

which include the resale and repurchase market and the

commodities markets, Nasdaq Clearing is the legal

counterparty for, and guarantees the fulfillment of, each

contract cleared. These contracts are not used by Nasdaq

Clearing for the purpose of trading on its own behalf. As the

legal counterparty of each transaction, Nasdaq Clearing bears

the counterparty risk between the purchaser and seller in the

contract. In its guarantor role, Nasdaq Clearing has precisely

equal and offsetting claims to and from clearing members on

opposite sides of each contract, standing as the CCP on every

contract cleared. In accordance with the rules and regulations

of Nasdaq Clearing, default fund and margin collateral

requirements are calculated for each clearing member’s

positions in accounts with the CCP. See “Default Fund

Contributions and Margin Deposits” below for further

discussion of Nasdaq Clearing’s default fund and margin

requirements.

F-34

Nasdaq Clearing maintains two member sponsored default

funds: one related to financial markets and one related to

commodities markets. Under this structure, Nasdaq Clearing

and its clearing members must contribute to the total

regulatory capital related to the clearing operations of Nasdaq

Clearing. This structure applies an initial separation of

default fund contributions for the financial and commodities

markets in order to create a buffer for each market’s

counterparty risks. See “Default Fund Contributions” below

for further discussion of Nasdaq Clearing’s default fund. A

power of assessment and a liability waterfall have also been

implemented to further align risk between Nasdaq Clearing

and its clearing members. See “Power of Assessment” and

“Liability Waterfall” below for further discussion.

Default Fund Contributions and Margin Deposits

As of December 31, 2025, clearing member default fund

contributions and margin deposits were as follows:

	December 31, 2025
	Cash<br><br>Contributions	Non-Cash<br><br>Contributions	Total<br><br>Contributions
	(in millions)
Default fund<br><br>contributions	$1,308	$186	$1,494
Margin deposits	4,534	6,327	10,861
Total	$5,842	$6,513	$12,355

Of the total default fund contributions of $1,494 million,

Nasdaq Clearing can utilize $1,432 million as capital

resources in the event of a counterparty default. The

remaining balance of $62 million pertains to member posted

surplus balances.

Our clearinghouse holds material amounts of clearing

member cash deposits which are held or invested primarily to

provide security of capital while minimizing credit, market

and liquidity risks. While we seek to achieve a reasonable

rate of return, we are primarily concerned with preservation

of capital and managing the risks associated with these

deposits.

Clearing member cash contributions are maintained in

demand deposits held at central banks and large, highly rated

financial institutions or secured through direct investments,

primarily central bank certificates and highly rated European

government debt securities with original maturities primarily

one year or less, reverse repurchase agreements and

multilateral development bank debt securities. Investments in

reverse repurchase agreements range in maturity from 2 to 9

days and are secured with highly rated government securities

and multilateral development banks. The carrying value of

these securities approximates their fair value due to the short-

term nature of the instruments and reverse repurchase

agreements.

Nasdaq Clearing has invested the total cash contributions of

$5,842 million as of December 31, 2025 and $5,664 million

as of December 31, 2024, in accordance with its investment

policy as follows:

	December 31, 2025	December 31, 2024
	(in millions)
Demand deposits	$3,011	$3,616
Central bank certificates	109	767
Restricted cash and cash<br><br>equivalents	$3,120	$4,383
European government debt<br><br>securities	292	465
Reverse repurchase<br><br>agreements	2,245	610
Multilateral development<br><br>bank debt securities	185	206
Investments	$2,722	$1,281
Total	$5,842	$5,664

In the table above, the change from December 31, 2024 to

December 31, 2025 includes a favorable impact from

currency translation adjustments of $701 million for

restricted cash and cash equivalents and $361 million for

investments.

For the years ended December 31, 2025, 2024 and 2023,

investments related to default funds and margin deposits, net

includes purchases of investment securities of $107,319

million, $33,693 million and $53,657 million, respectively,

and proceeds from sales and redemptions of investment

securities of $106,239 million, $32,986 million and $53,583

million, respectively.

In the investment activity related to default fund and margin

contributions, we are exposed to counterparty risk related to

reverse repurchase agreement transactions, which reflect the

risk that the counterparty might become insolvent and, thus,

fail to meet its obligations to Nasdaq Clearing. We mitigate

this risk by only engaging in transactions with high credit

quality reverse repurchase agreement counterparties and by

limiting the acceptable collateral under the reverse

repurchase agreement to high quality issuers, primarily

government securities and other securities explicitly

guaranteed by a government. The value of the underlying

security is monitored during the lifetime of the contract, and

in the event the market value of the underlying security falls

below the reverse repurchase amount, our clearinghouse may

require additional collateral or a reset of the contract.

Default Fund Contributions

Required contributions to the default funds are proportional

to the exposures of each clearing member. When a clearing

member is active in more than one market, contributions

must be made to all markets’ default funds in which the

member is active. Clearing members’ eligible contributions

may include cash and non-cash contributions. Cash

contributions received are maintained in demand deposits

held at central banks and large, highly rated financial

institutions or invested by Nasdaq Clearing, in accordance

with its investment policy, either in central bank certificates,

F-35

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 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 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.

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 December 31, 2025, Nasdaq Clearing committed

capital totaling $158 million to the liability waterfall and

overall regulatory capital, in the form of government debt

securities, which are recorded as restricted cash equivalents

in the 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 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 December 31,

2025.

Power of Assessment

To further strengthen the contingent financial resources of the

clearinghouse, Nasdaq Clearing has power of assessment that

provides the ability to collect additional funds from its

clearing members to cover a defaulting member’s remaining

obligations up to the limits established under the terms of the

clearinghouse rules. The power of assessment corresponds to

230% of the clearing member’s aggregate contribution to the

financial and commodities markets’ default funds.

Liability Waterfall

The liability waterfall is the priority order in which the

capital resources would be utilized in the event of a default

where the defaulting clearing member’s collateral and default

fund contribution would not be sufficient to cover the cost to

settle its portfolio. If a default occurs and the defaulting

clearing member’s collateral, including cash deposits and

pledged assets, is depleted, then capital is utilized in the

following amount and order:

•junior capital contributed by Nasdaq Clearing, which

totaled $46 million as of December 31, 2025;

F-36

•a loss-sharing pool related only to the financial market that

is contributed to by clearing members and only applies if

the defaulting member’s portfolio includes interest rate

swap products;

•specific market default fund where the loss occurred (i.e.,

the financial or commodities market), which includes

capital contributions of the clearing members on a pro-rata

basis; and

•fully segregated senior capital for each specific market

contributed by Nasdaq Clearing, calculated in accordance

with clearinghouse rules, which totaled $24 million as of

December 31, 2025.

If additional funds are needed after utilization of the liability

waterfall, or if part of the waterfall has been utilized and

needs to be replenished, then Nasdaq Clearing will utilize its

power of assessment and additional capital contributions will

be required by non-defaulting members up to the limits

established under the terms of the clearinghouse rules.

In addition to the capital held to withstand counterparty

defaults described above, Nasdaq Clearing also has

committed capital of $88 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:

	December 31, 2025
	(in millions)
Commodity forwards	$11
Fixed-income swaps and forwards	547
Stock options and forwards	449
Index options and forwards	77
Total	$1,084

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 years

ended December 31, 2025 and 2024:

	Year Ended December 31,
	2025	2024
Commodity and seafood<br><br>options, futures and forwards	254,038	234,622
Fixed-income swaps, futures<br><br>and forwards	17,175,844	18,830,460
Stock options, futures and<br><br>forwards	24,666,818	23,530,035
Index options, futures and<br><br>forwards	30,244,627	35,069,931
Total	72,341,327	77,665,048

In the table above, the total volume in cleared power related

to commodity contracts was 554 Terawatt hours (TWh) and

527 TWh for the years ended December 31, 2025 and 2024,

respectively. As noted above, beginning in January 2025,

Nasdaq no longer offered seafood derivatives clearing.

Resale and Repurchase Agreements Contracts

Outstanding and Cleared

The outstanding contract value of resale and repurchase

agreements was $230 million and $200 million as of

December 31, 2025 and 2024, respectively. The total number

of resale and repurchase agreements contracts cleared was

3,015,860 and 4,929,765 for the years ended December 31,

2025 and 2024, respectively.

16. 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<br><br>Classification	December 31, 2025	December 31, 2024
Assets:		(in millions)
Operating<br><br>lease<br><br>assets	Operating<br><br>lease assets	$447	$375
Liabilities:
Current<br><br>lease<br><br>liabilities	Other current<br><br>liabilities	$60	$55
Non-<br><br>current<br><br>lease<br><br>liabilities	Operating<br><br>lease<br><br>liabilities	462	388
Total lease<br><br>liabilities		$522	$443

F-37

The following table summarizes Nasdaq’s lease cost:

	Year Ended December 31,
	2025	2024	2023
(in millions)
Operating lease cost	$82	$78	$88
Variable lease cost	44	37	44
Sublease income	(2)	(3)	(3)
Total lease cost	$124	$112	$129

In the table above, operating lease costs include short-term

lease costs, which were immaterial.

There were no material operating lease assets impairments in

2025 and 2024. In the first quarter of 2023, we initiated a

review of our real estate and facility capacity requirements

due to our new and evolving work models. As a result of this

ongoing review, for the year ended December 31, 2023, we

recorded impairment charges of $23 million, of which

$13 million related to operating lease asset impairment and is

included in operating lease cost in the table above, $5 million

related to exit costs and is included in variable lease cost in

the table above and $5 million related to impairment of

leasehold improvements, which are recorded in depreciation

and amortization expense in the Consolidated Statements of

Income. We fully impaired our lease assets for locations that

we vacated with no intention to sublease. Substantially all of

the property, equipment and leasehold improvements

associated with the vacated leased office space were fully

impaired as there are no expected future cash flows for these

items.

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 Consolidated

Balance Sheets.

	December 31, 2025
	(in millions)
2026	$80
2027	81
2028	77
2029	75
2030	69
2031+	242
Total lease payments	$624
Less: interest	(102)
Present value of lease liabilities	$522

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 $60 million.

Total lease payments in the table above excludes $14 million

of legally binding minimum lease payments for leases signed

but not yet commenced.

The following table provides information related to Nasdaq’s

lease term and discount rate:

	December 31, 2025
Weighted-average remaining lease term<br><br>(in years)	8.4
Weighted-average discount rate	4.2%

The following table provides supplemental cash flow

information related to Nasdaq’s operating leases:

	Year Ended December 31,
	2025	2024	2023
	(in millions)
Cash paid for amounts included<br><br>in the measurement of operating<br><br>lease liabilities	$83	$84	$78
Lease assets obtained in exchange<br><br>for operating lease liabilities	$129	$34	$26

17. INCOME TAXES

Income Before Income Tax Provision

The following table presents the domestic and foreign

components of income before income tax provision:

	Year Ended December 31,
	2025	2024	2023
	(in millions)
Domestic	$1,703	$1,091	$1,073
Foreign	442	358	328
Income before income tax<br><br>provision	$2,145	$1,449	$1,401

Income Tax Provision

The income tax provision consists of the following amounts:

	Year Ended December 31,
	2025	2024	2023
Current income taxes provision:	(in millions)
Federal	$132	$166	$145
State	60	70	52
Foreign	118	165	79
Total current income taxes<br><br>provision	310	401	276
Deferred income taxes provision<br><br>(benefit):
Federal	62	(25)	51
State	(3)	2	8
Foreign	(11)	(44)	9
Total deferred income taxes<br><br>(benefit) provision	48	(67)	68
Total income tax provision	$358	$334	$344

F-38

We have determined that undistributed earnings of certain

non-U.S. subsidiaries are not considered indefinitely

reinvested and would not give rise to a material tax liability

when remitted. Nasdaq continues to indefinitely reinvest all

other outside basis differences to the extent reversal would

incur a significant tax liability. A determination of an

unrecognized deferred tax liability related to such outside

basis differences is not practicable.

In 2025, we adopted ASU 2023-09 on a prospective basis.

See “Recently Adopted Accounting Pronouncements” of

Note 2, “Summary of Significant Accounting Policies” for

further discussion. A reconciliation of the income tax

provision, based on the U.S. federal statutory rate, to our

actual income tax provision for the year December 31, 2025

is as follows:

	Year Ended December 31, 2025
	( in millions)
U.S. federal statutory income tax rate	450
State and local income taxes, net of<br><br>federal income tax effect	35
Tax credits:
Energy-related tax credits	(24)
Other	(4)
Change in unrecognized tax benefits	(12)
Nontaxable or nondeductible items	(33)
Effect of cross-border tax laws:
Foreign-derived intangible income	(51)
Other	4
Other adjustments	(7)
Total	358

All values are in US Dollars.

In the table above, the majority of state and local income

taxes include New York State and New York City. In 2025,

energy-related tax credits includes an $8 million benefit

related to a carryback to a prior tax year.

A reconciliation of the income tax provision, based on the

U.S. federal statutory rate, to our actual income tax provision

for the years ended December 31, 2024 and 2023 is as

follows:

	Year Ended December 31,
	2024	2023
Federal income tax provision at the<br><br>statutory rate	21.0%	21.0%
State income tax provision, net of<br><br>federal effect	2.9%	3.2%
Excess tax benefits related to<br><br>employee share-based<br><br>compensation	(0.3)%	(0.7)%
Non-U.S. subsidiary earnings	1.6%	2.5%
Tax credits and deductions	(1.7)%	(0.2)%
Change in unrecognized tax benefits	0.4%	1.0%
Deduction for foreign derived<br><br>intangible income	(2.8)%	(1.6)%
Intra-group transfer of IP	1.7%	—%
Other, net	0.3%	(0.6)%
Actual income tax provision	23.1%	24.6%

The lower effective tax rate for the year ended December 31,

2025 compared with the same period in 2024 was primarily

due to the release of prior year reserves following a favorable

audit settlement, the revaluation of deferred tax liabilities to a

lower blended state and local tax rate, revised state positions

related to prior years, a divestiture in 2025 and the

completion of an intra-group transfer of certain IP rights to

the U.S. headquarters in 2024.

The effective tax rate may vary from period to period

depending on, among other factors, the geographic and

business mix of earnings and losses. These same and other

factors, including history of pre-tax earnings and losses, are

taken into account in assessing the ability to realize deferred

tax assets.

In July 2025, the One Big Beautiful Bill Act was signed into

law. The impact of changes from this law did not have a

material tax impact on our Consolidated Statements of

Income.

Income Taxes Paid

The following table presents the federal, state and foreign

components of income taxes paid pursuant to the disclosure

requirements of ASU 2023-09 for the year ended December

31, 2025:

	Year Ended<br><br>December 31, 2025
	(in millions)
Federal	$107
State and local	72
Foreign
Australia	18
Canada	100
Sweden	33
Other	43
Total foreign	$194
Total income taxes paid, net	$373

F-39

Cash paid for income taxes, net of refunds, for the years

ended December 31, 2024 and 2023 was $358 million and

$254 million, respectively.

Deferred Income Taxes

The temporary differences, which give rise to our deferred

tax assets and (liabilities), consisted of the following:

	December 31,
	2025	2024
Deferred tax assets:	(in millions)
Deferred revenues	$27	$40
Foreign net operating loss	9	3
Capitalized research and development<br><br>costs	—	43
Federal capital loss	3	—
State net operating loss	3	3
Compensation and benefits	67	47
Deferred interest expense	16	63
Tax credits	35	18
Federal benefit of uncertain tax<br><br>positions	18	16
Operating lease liabilities	128	113
Unrealized losses	36	—
Other	34	41
Gross deferred tax assets	376	387
Less: valuation allowance	(1)	—
Total deferred tax assets, net of<br><br>valuation allowance	$375	$387
Deferred tax liabilities:
Depreciation	$(23)	$(30)
Amortization of acquired intangible<br><br>assets and goodwill	(1,700)	(1,698)
Investments	(90)	(81)
Unrealized gains	—	(55)
Operating lease assets	(110)	(95)
Capitalized research and development<br><br>costs	(3)	—
Other	(6)	(8)
Gross deferred tax liabilities	$(1,932)	$(1,967)
Net deferred tax liabilities	$(1,557)	$(1,580)
Reported as:
Non-current deferred tax assets	$27	$14
Deferred tax liabilities, net	(1,584)	(1,594)
Net deferred tax liabilities	$(1,557)	$(1,580)

In the table above, non-current deferred tax assets are

included in other non-current assets in the Consolidated

Balance Sheets.

We had a $1 million valuation allowance as of December 31,

2025 and no valuation allowances as of December 31, 2024.

Based on all available positive and negative evidence, we

believe the sources of future taxable income are sufficient to

realize the remainder of Nasdaq’s deferred tax asset

inventory.

Nasdaq has deferred tax assets associated with net operating

losses, or NOLs, in U.S. state and local and non-U.S.

jurisdictions as well as a capital loss with the following

expiration dates:

Jurisdiction	December 31, 2025	Expiration Date
	(in millions)
Foreign NOL	$9	2039-2044
U.S. state and local NOL	3	2026-2044
Federal capital loss	3	2030

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of

unrecognized tax benefits is as follows:

	Year Ended December 31,
	2025	2024	2023
	(in millions)
Beginning balance	$84	$80	$70
Additions as a result of tax positions<br><br>taken in prior periods	2	3	2
Additions as a result of tax positions<br><br>taken in the current period	11	15	25
Reductions related to settlements with<br><br>taxing authorities	(20)	(6)	(14)
Reductions as a result of lapses of the<br><br>applicable statute of limitations	(6)	(8)	(3)
Ending balance	$71	$84	$80

Unrecognized tax benefits in the table above, if recognized in

the future, would affect our effective tax rate.

We recognize interest and/or penalties related to income tax

matters in the provision for income taxes in the Consolidated

Statements of Income, which was $3 million tax expense for

the year ended December 31, 2025, $4 million for the year

ended December 31, 2024 and $3 million tax benefit for the

year ended for December 31, 2023. Accrued interest and

penalties, net of tax effect were $13 million as of December

31, 2025 and $10 million as of December 31, 2024.

Tax Audits

Nasdaq and its eligible subsidiaries file a consolidated U.S.

federal income tax return and applicable state and local

income tax returns and non-U.S. income tax returns. We are

subject to examination by federal, state and local, and foreign

tax authorities. Our Federal income tax return is subject to

examination by the Internal Revenue Service for the years

2022 through 2024. Several state tax returns are currently

under examination by the respective tax authorities for the

years 2014 through 2024. Non-U.S. tax returns are subject to

examination by the respective tax authorities for the years

F-40

2020 through 2024. We regularly assess the likelihood of

additional assessments by each jurisdiction and have

established tax reserves that we believe are adequate in

relation to the potential for additional assessments.

Examination outcomes and the timing of examination

settlements are subject to uncertainty. Although the results of

such examinations may have an impact on our unrecognized

tax benefits, we do not anticipate that such impact will be

material to our consolidated financial position or results of

operations. We do not expect to settle any material tax audits

in the next twelve months.

18. COMMITMENTS, CONTINGENCIES AND

GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin

collateral pledged by clearing members discussed in Note 15,

“Clearing Operations,” we have obtained financial guarantees

and credit facilities, which are guaranteed by us through

counter indemnities, to provide further liquidity related to our

clearing businesses. Financial guarantees issued to us totaled

$4 million as of December 31, 2025 and December 31, 2024.

As discussed in “Other Credit Facilities,” of Note 9, “Debt

Obligations,” we also have credit facilities primarily related

to our Nasdaq Clearing operations, which are available in

multiple currencies, and totaled $208 million as of December

31, 2025 and $174 million as of December 31, 2024 in

available liquidity, none of which was utilized.

Other Guarantees

Through our clearing operations in the financial markets,

Nasdaq Clearing is the legal counterparty for, and guarantees

the performance of, its clearing members. See Note 15,

“Clearing Operations,” for further discussion of Nasdaq

Clearing performance guarantees.

We have provided a guarantee related to lease obligations for

The Nasdaq Entrepreneurial Center, Inc., which is a not-for-

profit organization designed to convene, connect and engage

aspiring and current entrepreneurs. This entity is not included

in the consolidated financial statements of Nasdaq.

We believe that the potential for us to be required to make

payments under these arrangements is unlikely. Accordingly,

no contingent liability is recorded in the Consolidated

Balance Sheets for the above guarantees.

Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution

Services, provides a guarantee to securities clearinghouses

and exchanges under its standard membership agreements,

which require members to guarantee the performance of other

members. If a member becomes unable to satisfy its

obligations to a clearinghouse or exchange, other members

would be required to meet its shortfalls. To mitigate these

performance risks, the exchanges and clearinghouses often

require members to post collateral, as well as meet certain

minimum financial standards. Nasdaq Execution Services’

maximum potential liability under these arrangements cannot

be quantified. However, we believe that the potential for

Nasdaq Execution Services to be required to make payments

under these arrangements is unlikely. Accordingly, no

contingent liability is recorded in the Consolidated Balance

Sheets for these arrangements.

Legal and Regulatory Matters

European Commission Matter

In September 2024, the European Commission, or the EC,

conducted an inspection at the Nasdaq Stockholm offices.

The inspection related to a potential competition law concern

regarding the trading of Nordic financial derivatives. We

understand that the EC's focus is a cooperative arrangement

with Eurex that was announced by Eurex and the Helsinki

Stock Exchange in 1999. The Helsinki Stock Exchange was

acquired by Nasdaq as part of our acquisition of OMX AB in

2008. The cooperative arrangement with Eurex fully ended

before Nasdaq learned of the EC's investigation.

In November 2025, the EC opened a formal antitrust

investigation to assess whether Nasdaq and Deutsche Borse

had breached European Union competition rules by

coordinating their conduct in the sector for listing, trading

and clearing of financial derivatives in the European

Economic Area.

We have been cooperating with the EC but are uncertain

about the duration or ultimate outcome of its review, or to the

extent there is any finding against us, the amount of any fines

or other remedies.

Other Matters

Except as disclosed above and in our prior reports filed under

the Exchange Act, we are not currently a party to any

litigation or proceeding that we believe could have a material

adverse effect on our business, consolidated financial

condition, or operating results. However, from time to time,

we have been threatened with, or named as a defendant in,

lawsuits or involved in regulatory proceedings.

In the normal course of business, Nasdaq discusses matters

with its regulators raised during regulatory examinations or

otherwise subject to their inquiries. Management believes

that censures, fines, penalties or other sanctions that could

result from any ongoing examinations or inquiries will not

have a material impact on our consolidated financial position

or results of operations. However, we are unable to predict

the outcome or the timing of the ultimate resolution of these

matters, or the potential fines, penalties or injunctive or other

equitable relief, if any, that may result from these matters.

Tax Audits

We are engaged in ongoing discussions and audits with

taxing authorities on various tax matters, the resolutions of

which are uncertain. Currently, there are matters that may

lead to assessments, some of which may not be resolved for

several years. Based on currently available information, we

believe we have adequately provided for any assessments that

could result from those proceedings where it is more likely

F-41

than not that we will be assessed. We review our positions on

these matters as they progress. See “Tax Audits,” of Note 17,

“Income Taxes,” for further discussion.

19. BUSINESS SEGMENTS

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services. See Note 1, “Organization

and Nature of Operations,” for further discussion of our

reportable segments.

Our management allocates resources, assesses performance

and manages these businesses as three separate segments. We

evaluate the performance of our segments based on several

factors, of which the primary financial measure is operating

income. Our chief operating decision maker, or CODM, who

is our Chair and Chief Executive Officer, does not review

total assets or statements of income below operating income

by segments as key performance metrics; therefore, such

information is not presented below.

The following tables present certain information regarding

our business segments for the years ended December 31,

2025, 2024 and 2023:

	Capital<br><br>Access<br><br>Platforms	Financial<br><br>Technology	Market<br><br>Services	Corporate	Total
December 31, 2025		(in millions)
Total<br><br>revenues	$2,137	$1,850	$4,214	$61	$8,262
Transaction-<br><br>based<br><br>expenses	—	—	(3,013)	—	(3,013)
Revenues less<br><br>transaction-<br><br>based<br><br>expenses	2,137	1,850	1,201	61	5,249
Directly<br><br>consumed<br><br>expenses	690	871	353	—	1,914
Other<br><br>expenses	173	119	84	628	1,004
Operating<br><br>income	$1,274	$860	$764	$(567)	$2,331
Depreciation<br><br>and<br><br>amortization	42	55	45	490	632
Purchases of<br><br>property and<br><br>equipment	67	133	66	—	266
December 31, 2024
Total<br><br>revenues	$1,945	$1,655	$3,771	$29	$7,400
Transaction-<br><br>based<br><br>expenses	—	—	(2,751)	—	(2,751)
Revenues less<br><br>transaction-<br><br>based<br><br>expenses	1,945	1,655	1,020	29	4,649
Directly<br><br>consumed<br><br>expenses	644	794	339	—	1,777
Other<br><br>expenses	164	91	84	735	1,074
Operating<br><br>income	$1,137	$770	$597	$(706)	$1,798
Depreciation<br><br>and<br><br>amortization	38	43	39	493	613
Purchases of<br><br>property and<br><br>equipment	52	105	50	—	207

F-42

	Capital<br><br>Access<br><br>Platforms	Financial<br><br>Technology	Market<br><br>Services	Corporate	Total
December 31, 2023		(in millions)
Total<br><br>revenues	$1,744	$1,099	$3,156	$65	$6,064
Transaction-<br><br>based<br><br>expenses	—	—	(2,169)	—	(2,169)
Revenues less<br><br>transaction-<br><br>based<br><br>expenses	1,744	1,099	987	65	3,895
Directly<br><br>consumed<br><br>expenses	625	536	330	—	1,491
Other<br><br>expenses	146	69	75	536	826
Operating<br><br>income	$973	$494	$582	$(471)	$1,578
Depreciation<br><br>and<br><br>amortization	37	36	34	216	323
Purchases of<br><br>property and<br><br>equipment	53	50	55	—	158

Directly consumed expenses in the table above include both

direct and directly consumed costs for resources directly used

by the segment for revenue generating activities. Other

expenses include indirect overhead costs allocated to our

segments. During the first year of integration of certain

significant acquisitions such as Adenza or Verafin, the

allocation of these indirect overhead costs to the Financial

Technology segment were phased in and therefore these

allocations may change in the future. Other expenses also

includes expenses allocated to our Corporate segment. The

following tables summarize revenues and expenses allocated

to our Corporate segment:

	Year Ended December 31,
	2025	2024	2023
Revenues:	(in millions)
Divestitures of businesses	$61	$63	$65
Adenza purchase accounting<br><br>adjustment	—	(34)	—
Expenses:
Amortization expense of<br><br>acquired intangible assets	487	488	206
Merger and strategic<br><br>initiatives expense	60	35	148
Restructuring charges	42	116	80
Lease asset impairments	—	—	25
Legal and regulatory matters	6	20	12
(Gain) loss on extinguishment<br><br>of debt	(18)	4	—
Pension settlement charge	—	23	9
Expenses - divestiture	41	46	49
Other	10	3	7
Total expenses	$628	$735	$536
Operating loss	$(567)	$(706)	$(471)

For further discussion of our segments’ results, see “Segment

Operating Results,” of “Part II, Item 7. Management’s

Discussion and Analysis of Financial Condition and Results

of Operations.”

The items in the preceding tables are not included in the

measurement of segment profitability reviewed by our

CODM, as we believe they do not contribute to a meaningful

evaluation of a particular segment’s ongoing operating

performance. Management does not consider these items for

the purpose of evaluating the performance of our segments or

their managers or when making decisions to allocate

resources. Therefore, we believe performance measures

excluding the below items provide management with a useful

representation of our segments’ ongoing activity in each

period. These items, which are presented in the tables above,

include the following:

•Revenues and expenses - divestiture: In January 2025, we

entered into an agreement to transfer existing open

positions in our Nordic power futures business to a

European exchange. In June 2025, this transaction was

completed and consideration was received. Migration of

open positions are planned to take place by the end of the

first quarter of 2026. We expect to wind down

commodities clearing and trading services in the second

half of 2026, and the business to be wound down in the

months following. In connection with the successful

migration of open positions, Nasdaq may receive

additional consideration in 2026 and 2027, and is expected

to release regulatory capital in the medium term. Also, in

October 2025, Nasdaq completed the sale of our Solovis

business. Revenues and expenses related to these

transactions are included as revenues and expenses -

divestiture.

F-43

•Adenza purchase accounting adjustment: As discussed in

Note 3, “Revenue from Contracts with Customers,” during

the third quarter of 2024, as part of finalizing the purchase

accounting of the Adenza acquisition, a one-time net

revenue reduction of $32 million was recorded in our

Financial Technology segment, reflecting the net impact of

the accounting change on AxiomSL subscription revenue

from the date of the Adenza acquisition. For purposes of

evaluating the performance of our segments, we have

excluded the reduction of $34 million as this relates to the

prior year impact of this change. We have not excluded the

offsetting $2 million 2024 impact of this change.

•Amortization expense of acquired intangible assets: We

amortize intangible assets acquired in connection with

various acquisitions. Intangible asset amortization expense

can vary from period to period due to episodic acquisitions

completed, rather than from our ongoing business

operations. As such, if intangible asset amortization is

included in performance measures, it is more difficult to

assess the day-to-day operating performance of the

segments, and the relative operating performance of the

segments between periods.

•Merger and strategic initiatives expense: We have pursued

various strategic initiatives and completed acquisitions and

divestitures in recent years that have resulted in expenses

which would not have otherwise been incurred. These

expenses generally include integration costs, as well as

legal, due diligence and other third-party transaction costs.

The frequency and the amount of such expenses vary

significantly based on the size, timing and complexity of

the transactions.

◦For the years ended December 31, 2025, and December

31, 2024, these costs included Adenza integration costs

and other strategic initiative costs. For the year ended

December 31, 2024, these costs were partially offset by

the recognition of a termination fee received by Nasdaq

in 2024, related to the termination of the proposed

divestiture of our Nordic power futures business. For the

year ended December 31, 2025, these costs included a

repayment of this fee due to the sale of the Nordic power

futures business to another buyer, as designated in the

settlement agreement.

•Restructuring charges: See Note 20, “Restructuring

Charges,” for further discussion of these plans.

•Lease asset impairments: For year ended December 31,

2023, this included impairment charges related to our

operating lease assets and leasehold improvements

associated with vacating certain leased office space, which

are recorded in occupancy and depreciation and

amortization expense in the Consolidated Statements of

Income.

•Legal and regulatory matters: For the year ended

December 31, 2025, this includes accruals relating to

certain legal matters, which are recorded in professional

and contract services in the Consolidated Statements of

Income. For the year ended December 31, 2024, this

primarily related to the settlement of an SFSA fine, and

accruals related to certain legal matters, which are recorded

in regulatory expense and professional and contract

services in the Consolidated Statements of Income.

•Gain/loss on extinguishment of debt: For the year ended

December 31, 2025 we recorded a gain on early

extinguishment of debt and for the year ended December

31, 2024 we recorded a loss on early extinguishment of

debt. These gains and losses were recorded under general,

administrative and other expense in the Consolidated

Statements of Income. See Note 9, “Debt Obligations,” to

the consolidated financial statements for further discussion.

•Pension settlement charge: For the years ended December

31, 2024 and 2023, we recorded a pre-tax charge as a result

of settling our U.S. pension plan. The plan was terminated

and partially settled in 2023, with final settlement

occurring during the first quarter of 2024. The pre-tax

charge is recorded in compensation and benefits expense in

the Consolidated Statements of Income.

•Other items: We have included certain other charges or

gains in corporate items, to the extent we believe they

should be excluded when evaluating the ongoing operating

performance of each individual segment.

Geographic Data

The following tables present total gross revenues by

geographic area for the years ended December 31, 2025,

2024 and 2023. Revenues are classified based upon the

location of the customer.

	Year Ended December 31,
	2025	2024	2023
	(in millions)
United States	$5,947	$5,817	$4,870
All other countries	2,315	1,583	1,194
Total	$8,262	$7,400	$6,064

No single customer accounted for 10.0% or more of our

revenues for the years ended December 31, 2025, 2024 and

2023.

The following table presents property and equipment, net by

geographic area as of December 31, 2025 and December 31,

2024. Property and equipment information is based on the

physical location of the assets.

(in millions)	December 31, 2025	December 31, 2024
United States	$500	$425
All other countries	228	168
Total	$728	$593

Property and equipment, net for all other countries primarily

includes assets held in Sweden.

F-44

20. RESTRUCTURING CHARGES

In the fourth quarter of 2023, following the closing of the

Adenza acquisition, our management approved, committed to

and initiated a restructuring program, “Adenza

Restructuring” to optimize our efficiencies as a combined

organization. We further expanded this program in the fourth

quarter of 2024 following the achievement of our initial

targets. In connection with this program, we expect to incur

approximately $140 million in pre-tax charges. We have

incurred costs principally related to employee-related costs,

contract terminations, asset impairments and other related

costs and expect to incur additional costs in these areas in an

effort to accelerate efficiencies through location strategy and

enhanced AI capabilities. Actions taken as part of this

program were completed as of December 31, 2025, while

certain costs may be recognized in the first half of 2026. We

have achieved benefits primarily in the form of expense

synergies with over $160 million net expense synergies

actioned through December 31, 2025.

Costs related to these programs are recorded as restructuring

charges in the Consolidated Statements of Income.

The following table presents a summary of the Adenza

restructuring program and our divisional realignment

program charges for the years ended December 31, 2025,

2024 and 2023:

	Year Ended December 31,
	2025	2024	2023
(in millions)
Asset impairment charges
Adenza restructuring	$1	$28	$—
Divisional realignment	—	9	12
Consulting services
Adenza restructuring	8	5	3
Divisional realignment	—	27	34
Employee-related costs
Adenza restructuring	27	20	6
Divisional realignment	—	8	13
Other
Adenza restructuring	6	9	1
Divisional realignment	—	10	11
Total restructuring charges	$42	$116	$80

The following table presents total program costs incurred

since the inception date of each program.

Total Program Costs Incurred (in millions)
Adenza restructuring	$114
Divisional realignment*	$139

____________

* In October 2022, following our September 2022 announcement to

realign our segments and leadership, we initiated a divisional

realignment program with a focus on realizing the full potential of

this structure. As of September 30, 2024, we completed our

divisional realignment program.

Document

Exhibit 4.21

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

Nasdaq, Inc. (the “Company”) has five classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

(1)Common Stock, par value $0.01 per share (“Common Stock”);

(2)4.500% Senior Notes due 2032;

(3)0.900% Senior Notes due 2033;

(4)0.875% Senior Notes due 2030; and

(5)1.75% Senior Notes due 2029.

As used in this summary, the terms “Nasdaq,” “the Company,” “we,” “our,” and “us” refer solely to Nasdaq, Inc. and not its subsidiaries, unless otherwise specified.

Description of Common Stock

The following is a description of the material terms and provisions relating to our common stock. Because it is a summary, the following description is not complete and is subject to and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation, as amended, or Certificate, and our Amended and Restated By-Laws, or By-Laws, each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K, and provisions of Delaware law, which define the rights of our stockholders.

As of December 31, 2025, 900,000,000 shares of our common stock were authorized.

The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our Common Stock. Subject to certain additional conditions, this limitation does not apply to persons exempted from this limitation by our Board of Directors prior to the time such person owns more than 5.0% of the then-outstanding shares of our common stock.

At any meeting of our stockholders, a majority of the votes entitled to be cast will constitute a quorum for such meeting.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for them. In the event of our liquidation, dissolution, or winding-up, the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. Our common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and non-assessable. Future dividends, if any, will be determined by our board of directors.

Certain Provisions of our Certificate and By-Laws

Some provisions of our Certificate and By-Laws, which provisions are summarized below, may be deemed to have an anti-takeover effect and may delay, defer, or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

Advance Notice Requirements for Stockholder Proposals and Directors Nominations

Our By-Laws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, that in the event that the annual meeting is called for a date that is not within 30 days before or 90 days after such anniversary date, notice by the stockholder in order to be timely must be received not earlier than 120 days prior to the meeting and not later than the later of 90 days prior to the meeting and the close of business on the 10th day following the date on which notice of the date of the annual meeting was first publicly announced by Nasdaq.

In the case of a special meeting of stockholders called for the purpose of electing directors, notice by the stockholder in order to be timely must be received not earlier than 120 days prior to the meeting and not later than the later of 90 days prior to the meeting or the close of business on the 10th day following the day on which public disclosure of the date of the special meeting and our nominees was first made. In addition, our by-laws specify certain requirements as to the form and content of a stockholder’s notice. These provisions may preclude

stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual or special meeting of stockholders.

Proxy Access

Our by-laws include a proxy access provision that permits a stockholder, or a group of stockholders, owning at least three percent of our outstanding shares of common stock continuously for at least three years to nominate and include in the proxy materials for an annual meeting of stockholders director nominees constituting up to the greater of two individuals and 25% of the total number of directors then in office, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in the by-laws.

Stockholder Action

Our Certificate provides that stockholders are not entitled to act by written consent in lieu of a meeting.

Right to Call Special Meeting

Our by-laws provide that stockholders representing 15% or more of our outstanding shares can convene a special meeting of stockholders.

Amendments; Vote Requirements

The General Corporation Law of the State of Delaware provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation, unless a corporation’s certificate of incorporation requires a greater percentage. Our Certificate imposes majority voting requirements in connection with stockholder amendments to the by-laws and in connection with the amendment of certain provisions of the Certificate, including those provisions of the Certificate relating to the limitations on voting rights of certain persons, removal of directors and prohibitions on stockholder action by written consent.

Authorized But Unissued Shares

The authorized but unissued shares of our common stock will be available for future issuance without stockholder approval in most cases. These additional shares may be utilized for a variety of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but

unissued shares of our common stock could render more difficult, or discourage, an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Forum Selection

The By-Laws provide that Delaware or federal courts, as applicable, shall be the exclusive forum for certain claims against the Company.

Delaware Business Combination Statute

We are organized under Delaware law. Delaware law generally prohibits a publicly-held or widely-held corporation from engaging in a “business combination” with an “interested stockholder” for three years after the stockholder becomes an interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns (or, in some cases, within three years, did own) directly or indirectly 15% or more of the corporation’s outstanding voting stock. A “business combination” includes a merger, asset sale or other transaction that results in a financial benefit to the interested stockholder. However, Delaware law does not prohibit these business combinations if:

1.before the stockholder becomes an interested stockholder, the corporation’s board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

2.after the transaction that results in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the corporation’s outstanding voting stock (excluding certain shares); or

3.the corporation’s board approves the business combination and the holders of at least two-thirds of the corporation’s outstanding voting stock that the interested stockholder does not own authorize the business combination at a meeting of stockholders.

Stockholders’ Agreements

Investor AB

On December 14, 2022, we entered into an amendment to our stockholders’ agreement with Investor AB (the “Amended Stockholders’ Agreement”), amending the original stockholders’ agreement that was entered into between Nasdaq and Investor AB on December 16, 2010.

The Amended Stockholders’ Agreement reinstated Investor AB’s right to propose for nomination one person, reasonably acceptable to our Nominating & ESG Committee, for election to our Board of Directors so long as Investor AB continues to beneficially own at least 10% of the outstanding common stock of Nasdaq. We are obligated by the terms of the Amended Stockholders’ Agreement to (i) include the Investor AB designee as a nominee to the Board of Directors on each slate of nominees for election to the Board of Directors proposed by management of Nasdaq, (ii) recommend the election of the Investor AB designee to our stockholders and (iii) otherwise use our reasonable best efforts (which shall include the solicitation of proxies) to cause the Investor AB designee to be elected to the Board of Directors.

The foregoing summary of the Amended Stockholders’ Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Stockholders’ Agreement, which was filed as Exhibit 4.1 to Nasdaq’s Current Report on Form 8-K filed on December 16, 2022.

Borse Dubai

On March 19, 2024, we entered into an Amendment No. 2 (the “Amendment”) to the Stockholders’ Agreement (the “Agreement”), dated as of February 19, 2009, by and between the Company and Borse Dubai Limited (the “Selling Stockholder”), as amended.

The Amendment provides, among other things, that so long as the Selling Stockholder continues to beneficially own at least 10% of our shares outstanding as of March 19, 2024, the Selling Stockholder will be entitled to nominate one person mutually agreed by the Selling Stockholder and the Company’s Nominating & Governance Committee as a director on the Company’s board of directors (which person will initially be Essa Kazim, who has been a director on our board since March 1, 2008), and we will recommend such nominee for election and otherwise use its reasonable best efforts to cause such nominee to be elected to our board of directors.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which was filed as Exhibit 4.1 to Nasdaq’s Current Report on Form 8-K filed on March 20, 2024.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare. Its address is 150 Royall St, Suite 101, Canton, MA 02021 and its telephone number is (800) 564-6253.

Listing

Our common stock is listed on The Nasdaq Stock Market under the trading symbol “NDAQ.”

Description of the 4.500% Senior Notes due 2032

The 4.500% Senior Notes due 2032 (the “2032 Notes”) were issued under an indenture, dated as of June 7, 2013 (the “base indenture”) between Nasdaq, Inc. and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and a nineteenth supplemental indenture dated as of June 28, 2023 (the “supplemental indenture” and, together with the base indenture, the “indenture”) by and among Nasdaq, Computershare Trust Company, N.A., as trustee, as successor to Wells Fargo Bank, (the “Trustee”) and HSBC Bank USA, National Association, as paying agent, registrar and transfer agent. The indenture is publicly available at www.sec.gov.

We issued €750 million aggregate principal amount of the 2032 Notes on June 28, 2023.

This summary is subject to, and qualified in its entirety by reference to, all the provisions of the 2032 Notes and the indenture, including definitions of certain terms used therein.

General

The 2032 Notes:

•are senior unsecured obligations of ours;

•rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding, commercial paper issuances and indebtedness under our credit facility;

•are structurally subordinated in right of payment to all existing and future obligations of our subsidiaries, including claims with respect to trade payables; and

•are effectively subordinated in right of payment to all of our existing and future secured indebtedness and other secured obligations to the extent of the value of the collateral securing any such indebtedness and other obligations.

The 2032 Notes were issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

Principal, Maturity and Interest

The 2032 Notes will bear interest at a rate of 4.500% per year. Interest on the Notes is payable annually in arrears on February 15 of each year, beginning on February 15, 2024, and

will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2032 Notes (or the settlement date if no interest has been paid or duly provided for on the 2032 Notes), to but excluding the next date on which interest is paid or duly provided for. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Interest on the 2032 Notes will accrue from and including the settlement date and will be paid to holders of record on the day immediately prior to the applicable interest payment date.

The 2032 Notes will mature on February 15, 2032. On the maturity date of the 2032 Notes, the holders will be entitled to receive 100% of the principal amount of such 2032 Notes. The 2032 Notes will not have the benefit of any sinking fund.

If any interest payment date, redemption date or maturity date falls on a day that is not a business day, then the relevant payment may be made on the next succeeding business day and no interest will accrue because of such delayed payment. With respect to the 2032 Notes, when we use the term “business day” we mean any day except a Saturday, a Sunday or a day on which banking institutions in the applicable place of payment are authorized or required by law, regulation or executive order to close.

Claims against the Company for payment of principal, interest and additional amounts, if any, on the 2032 Notes will become void unless presentment for payment is made (where so required under the indenture) within, in the case of principal and additional amounts, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original date of payment therefor.

Euro Notes—Issuance in Euros

Initial holders of the 2032 Notes paid for the 2032 Notes in euros, and principal, premium, if any, and interest payments and additional amounts, if any, in respect of the 2032 Notes will be payable in euros. If, on or after the date of this prospectus supplement, the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the 2032 Notes will be made in U.S. dollars until the euro is again available to us or so used.

The amount payable on any date in euros will be converted to U.S. dollars on the basis of the most recently available market exchange rate for euros as determined by us in our sole discretion. Any payment in respect of the 2032 Notes so made in U.S. dollars will not constitute

an event of default under the indenture or the 2032 Notes. Neither the trustee nor the paying agent will be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.

Ranking

The 2032 Notes are general unsecured obligations of ours and will rank equally with all of our existing and future unsubordinated obligations.

Holders of any secured indebtedness and other secured obligations of the Company will have claims that are prior to your claims as holders of the 2032 Notes, to the extent of the value of the assets securing such indebtedness and other obligations, in the event of any bankruptcy, liquidation or similar proceeding.

Further Issues

The 2032 Notes constituted a separate series of debt securities under the indenture, limited to €750 million. Under the indenture, we may, without the consent of the holders of the 2032 Notes, issue additional 2032 Notes of the same or a different series from time to time in the future in an unlimited aggregate principal amount; provided that if any such additional 2032 Notes are not fungible with the 2032 Notes offered hereby (or any other tranche of additional 2032 Notes) for U.S. federal income tax purposes, then such additional 2032 Notes will have different ISIN and/or Common Code numbers than the Notes offered hereby (and any such other tranche of additional 2032 Notes). The 2032 Notes and any additional 2032 Notes of the same series would rank equally and ratably and would be treated as a single class for all purposes under the indenture. This means that, in circumstances where the indenture provides for the holders of debt securities of any series to vote or take any action, any of the outstanding 2032 Notes, as well as any additional 2032 Notes that we may issue by reopening such series, will vote or take action as a single class.

Redemption

Optional Redemption

The 2032 Notes will be redeemable, in whole at any time or in part from time to time, at our option, prior to December 15, 2031, at a redemption price (the “make-whole redemption price”) equal to the greater of (i) 100% of the principal amount of the 2032 Notes and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the 2032 Notes (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the date of redemption on an

annual basis (ACTUAL/ACTUAL (ICMA)) at the Bund Rate (as defined below), plus 35 basis points, plus accrued and unpaid interest thereon to the date of redemption. However, if the redemption date is after a record date and on or prior to a corresponding interest payment date, the interest will be paid on the redemption date to the holder of record on the record date.

Notwithstanding the foregoing, at any time on or after December 15, 2031 (three months before their maturity date), the 2032 Notes will be redeemable, in whole or in part, at our option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Notice of any redemption will be mailed at least 10 days, but not more than 60 days, before the redemption date to each registered holder of 2032 Notes to be redeemed. Once notice of redemption is mailed, the 2032 Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to, but not including, the redemption date. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2032 Notes (or portion thereof) to be redeemed on such redemption date.

“Bund Rate” means, with respect to any redemption date, the rate per annum equal to the annual equivalent yield to maturity of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date.

“Comparable German Bund Issue” means that German Bundesanleihe security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 2032 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary

financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of the Notes.

“Comparable German Bund Price” means, with respect to any redemption date, (i) the average of four Reference German Bund Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference German Bund Dealer Quotations or (ii) if the Quotation Agent obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations.

“Quotation Agent” means a Reference German Bund Dealer appointed by us.

“Reference German Bund Dealer” means any dealer of German Bundesanleihe securities selected by us in good faith.

“Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference German Bund Dealer at 3:30 p.m., Frankfurt, Germany time, on the third business day preceding such redemption date.

If we elect to redeem less than all of the 2032 Notes, and such 2032 Notes are at the time represented by a global note, then the depositary will select by lot the particular interests to be redeemed. If we elect to redeem less than all of the 2032 Notes, and any of such 2032 Notes are not represented by a global note, then the trustee will select the particular 2032 Notes to be redeemed in a manner it deems appropriate and fair (and the depositary will select by lot the particular interests in any global note to be redeemed).

We may at any time, and from time to time, purchase the 2032 Notes at any price or prices in the open market or otherwise.

Repurchase upon Change of Control Triggering Event

If a Change of Control Triggering Event (as defined below) occurs with respect to the 2032 Notes, unless we have exercised our right to redeem the 2032 Notes, we will be required to make an offer to repurchase all or, at the holder’s option, any part (equal to €100,000 or any integral multiple of €1,000 in excess thereof) of each holder’s 2032 Notes pursuant to the offer described below (the “Change of Control Offer”).

In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2032 Notes repurchased plus accrued and unpaid interest, if any, on the 2032 Notes repurchased to, but not including, the date of purchase (the “Change of Control Payment”).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of us and our Subsidiaries taken as a whole to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”) other than us or one of our subsidiaries; (2) the approval by the holders of our common stock of any plan or proposal for our liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or Group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of our Voting

Stock; or (4) the first day on which a majority of the members of our board of directors are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) we become a direct or indirect wholly owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person or Group (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly of more than 50% of the Voting Stock of such holding company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event (as such term is defined in the indenture) occurring in respect of that Change of Control.

“Continuing Directors” means, as of any date of determination, any member of our board of directors who (1) was a member of our board of directors on the date of the issuance of the 2032 Notes; or (2) was nominated or approved for election, elected or appointed to our board of directors with the approval of a majority of the Continuing Directors who were members of our board of directors at the time of such nomination, approval, election or appointment (either by a specific vote or by approval of the proxy statement issued by us in which such member was named as a nominee for election as a director).

“Person” means any individual, firm, limited liability company, corporation, partnership, association, joint venture, tribunal, trust, government or political subdivision or agency or instrumentality thereof, or any other entity or organization and includes a “person” as used in Section 13(d)(3) of the Exchange Act.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

The definition of “Change of Control” includes a phrase relating to the sale, transfer, conveyance or other disposition of “all or substantially all” of our consolidated assets. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, your ability to require us to purchase your 2032 Notes as a result of the sale, transfer, conveyance or other disposition of less than all of our assets may be uncertain.

Certain Covenants

The indenture contains, among others, restrictive covenants regarding (i) our ability to consolidate or merge with another entity or to sell, transfer or otherwise convey all or substantially all of our assets to another entity, (ii) create or permit certain significant subsidiaries to create or permit to exist certain liens and (iii) certain sale and lease-back transactions involving certain subsidiaries.

Events of Default

Holders of the 2032 Notes will have specified rights if an Event of Default (as defined below) occurs. The term “Event of Default” in respect of the 2032 Notes means any of the following:

| (1) | we do not pay interest on any of the 2032 Notes within 30 days of its due date; | | --- | --- || (2) | we fail to pay the principal (or premium, if any) of any 2033 Note, when such principal becomes due and payable, at maturity, upon acceleration, upon redemption or otherwise; | | --- | --- || (3) | we fail to comply with certain covenants under the indenture; | | --- | --- || (4) | we remain in breach of a covenant or warranty in respect of the indenture or 2032 Notes (other than a covenant included in the indenture solely for the benefit of debt securities of another series) for 90 days after we receive a written notice of default, which notice must be sent by either the trustee or holders of at least 25% in principal amount of the outstanding 2032 Notes; | | --- | --- || (5) | we file for bankruptcy, or other events of bankruptcy, insolvency or reorganization specified in the indenture; | | --- | --- || (6) | we default on any indebtedness of ours or of a significant subsidiary having an aggregate amount of at least $200,000,000, constituting a default either of payment of principal when due and payable or which results in acceleration of the indebtedness unless the default has been cured or waived or the indebtedness discharged in full within 60 days after we have been notified of the default by the trustee or holders of at least 25% of the outstanding 2032 Notes; or | | --- | --- | | (7) | one or more final judgments for the payment of money in an aggregate amount in excess of $200,000,000 above available insurance or indemnity coverage shall be rendered against us or any significant subsidiary and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed. | | --- | --- |

If an Event of Default (other than an Event of Default specified in clause (5) above) with respect to the 2032 Notes has occurred, the trustee or the holders of at least 25% in principal amount of the 2032 Notes may declare the entire unpaid principal amount of (and premium, if any), and all the accrued interest on, the Notes to be due and immediately payable. This is called a declaration of acceleration of maturity. There is no action on the part of the trustee or any holder of the 2032 Notes required for such declaration if the Event of Default is the Company’s bankruptcy, insolvency or reorganization. Holders of a majority in principal amount of the 2032 Notes may also waive certain past defaults under the indenture with respect to the 2032 Notes on behalf of all of the holders of the 2032 Notes. A declaration of acceleration of maturity may be canceled, under specified circumstances, by the holders of at least a majority in principal amount of the 2032 Notes and the trustee.

Except in cases of default, where the trustee has special duties, the trustee is not required to take any action under the indenture at the request of holders unless the holders offer the trustee protection from expenses and liability satisfactory to the trustee. If an indemnity satisfactory to the trustee is provided, the holders of a majority in principal amount of 2032 Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances specified in the indenture. No delay or omission in exercising any right or remedy will be treated as a waiver of the right, remedy or Event of Default.

Modification of the Indenture and Waiver of Rights of Holders

Under certain circumstances, we can make changes to the indenture and the 2032 Notes. Some types of changes require the approval of each holder of 2032 Notes, some require approval by a vote of a majority of the holders of the 2032 Notes, and some changes do not require any approval at all.

Description of the 0.900% Senior Notes Due 2033

The 0.900% Senior Notes due 2033 (the “2033 Notes”) were issued under an indenture, dated as of June 7, 2013 (the “base indenture”) between Nasdaq, Inc. and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and a twelfth supplemental indenture dated as of July 30, 2021 (the “supplemental indenture” and, together with the base indenture, the “indenture”) by and among Nasdaq, the Trustee and HSBC Bank USA, National Association, as registrar and transfer agent. The indenture is publicly available at www.sec.gov.

We issued €615 million aggregate principal amount of the 2033 Notes on July 30, 2021.

This summary is subject to, and qualified in its entirety by reference to, all the provisions of the 2033 Notes and the indenture, including definitions of certain terms used therein.

General

The 2033 Notes:

•are senior unsecured obligations of ours;

•rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding, commercial paper issuances and indebtedness under our credit facility;

•are structurally subordinated in right of payment to all existing and future obligations of our subsidiaries, including claims with respect to trade payables; and

•are effectively subordinated in right of payment to all of our existing and future secured indebtedness and other secured obligations to the extent of the value of the collateral securing any such indebtedness and other obligations.

The 2033 Notes were issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

Principal, Maturity and Interest

The 2033 Notes will bear interest at a rate of 0.900% per year. Interest on the Notes is payable annually in arrears on July 30 of each year, beginning on July 30, 2022, and will be computed on the basis of the actual number of days in the period for which interest is being

calculated and the actual number of days from and including the last date on which interest was paid on the 2033 Notes (or the settlement date if no interest has been paid or duly provided for on the 2033 Notes), to but excluding the next date on which interest is paid or duly provided for. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Interest on the 2033 Notes will accrue from and including the settlement date and will be paid to holders of record on the day immediately prior to the applicable interest payment date.

The 2033 Notes will mature on July 30, 2033. On the maturity date of the 2033 Notes, the holders will be entitled to receive 100% of the principal amount of such 2033 Notes. The 2033 Notes will not have the benefit of any sinking fund.

If any interest payment date, redemption date or maturity date falls on a day that is not a business day, then the relevant payment may be made on the next succeeding business day and no interest will accrue because of such delayed payment. With respect to the 2033 Notes, when we use the term “business day” we mean any day except a Saturday, a Sunday or a day on which banking institutions in the applicable place of payment are authorized or required by law, regulation or executive order to close.

Claims against the Company for payment of principal, interest and additional amounts, if any, on the 2033 Notes will become void unless presentment for payment is made (where so required under the indenture) within, in the case of principal and additional amounts, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original date of payment therefor.

Euro Notes—Issuance in Euros

Initial holders of the 2033 Notes paid for the 2033 Notes in euros, and principal, premium, if any, and interest payments and additional amounts, if any, in respect of the 2033 Notes will be payable in euros. If, on or after the date of this prospectus supplement, the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the 2033 Notes will be made in U.S. dollars until the euro is again available to us or so used.

The amount payable on any date in euros will be converted to U.S. dollars on the basis of the most recently available market exchange rate for euros as determined by us in our sole discretion. Any payment in respect of the 2033 Notes so made in U.S. dollars will not constitute an event of default under the indenture or the 2033 Notes. Neither the trustee nor the paying

agent will be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.

Ranking

The 2033 Notes are general unsecured obligations of ours and will rank equally with all of our existing and future unsubordinated obligations.

Holders of any secured indebtedness and other secured obligations of the Company will have claims that are prior to your claims as holders of the 2033 Notes, to the extent of the value of the assets securing such indebtedness and other obligations, in the event of any bankruptcy, liquidation or similar proceeding.

Further Issues

The 2033 Notes constituted a separate series of debt securities under the indenture, limited to €615 million. Under the indenture, we may, without the consent of the holders of the 2033 Notes, issue additional 2033 Notes of the same or a different series from time to time in the future in an unlimited aggregate principal amount; provided that if any such additional 2033 Notes are not fungible with the 2033 Notes offered hereby (or any other tranche of additional 2033 Notes) for U.S. federal income tax purposes, then such additional 2033 Notes will have different ISIN and/or Common Code numbers than the Notes offered hereby (and any such other tranche of additional 2033 Notes). The 2033 Notes and any additional 2033 Notes of the same series would rank equally and ratably and would be treated as a single class for all purposes under the indenture. This means that, in circumstances where the indenture provides for the holders of debt securities of any series to vote or take any action, any of the outstanding 2033 Notes, as well as any additional 2033 Notes that we may issue by reopening such series, will vote or take action as a single class.

Redemption

Optional Redemption

The 2033 Notes will be redeemable, in whole at any time or in part from time to time, at our option, prior to April 30, 2033, at a redemption price (the “make-whole redemption price”) equal to the greater of (i) 100% of the principal amount of the 2033 Notes and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the 2033 Notes (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Bund Rate (as defined below), plus 20 basis points, plus

accrued and unpaid interest thereon to the date of redemption. However, if the redemption date is after a record date and on or prior to a corresponding interest payment date, the interest will be paid on the redemption date to the holder of record on the record date.

Notwithstanding the foregoing, at any time on or after April 30, 2033 (three months before their maturity date), the 2033 Notes will be redeemable, in whole or in part, at our option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2033 Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Notice of any redemption will be mailed at least 10 days, but not more than 60 days, before the redemption date to each registered holder of 2033 Notes to be redeemed. Once notice of redemption is mailed, the 2033 Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to, but not including, the redemption date. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2033 Notes (or portion thereof) to be redeemed on such redemption date.

“Bund Rate” means, with respect to any redemption date, the rate per annum equal to the annual equivalent yield to maturity of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date.

“Comparable German Bund Issue” means that German Bundesanleihe security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 2033 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary

financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of the Notes.

“Comparable German Bund Price” means, with respect to any redemption date, (i) the average of four Reference German Bund Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference German Bund Dealer Quotations or (ii) if the Quotation Agent obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations.

“Quotation Agent” means a Reference German Bund Dealer appointed by us.

“Reference German Bund Dealer” means any dealer of German Bundesanleihe securities selected by us in good faith.

“Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference German Bund Dealer at 3:30 p.m., Frankfurt, Germany time, on the third business day preceding such redemption date.

If we elect to redeem less than all of the 2033 Notes, and such 2033 Notes are at the time represented by a global note, then the depositary will select by lot the particular interests to be redeemed. If we elect to redeem less than all of the 2033 Notes, and any of such 2033 Notes are not represented by a global note, then the trustee will select the particular 2033 Notes to be redeemed in a manner it deems appropriate and fair (and the depositary will select by lot the particular interests in any global note to be redeemed).

We may at any time, and from time to time, purchase the 2033 Notes at any price or prices in the open market or otherwise.

Repurchase upon Change of Control Triggering Event

If a Change of Control Triggering Event (as defined below) occurs with respect to the 2033 Notes, unless we have exercised our right to redeem the 2033 Notes, we will be required to make an offer to repurchase all or, at the holder’s option, any part (equal to €100,000 or any integral multiple of €1,000 in excess thereof) of each holder’s 2033 Notes pursuant to the offer described below (the “Change of Control Offer”).

In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2033 Notes repurchased plus accrued and unpaid interest, if any, on the 2033 Notes repurchased to, but not including, the date of purchase (the “Change of Control Payment”).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of us and our Subsidiaries taken as a whole to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”) other than us or one of our subsidiaries; (2) the approval by the holders of our common stock of any plan or proposal for our liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or Group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of our Voting

Stock; or (4) the first day on which a majority of the members of our board of directors are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) we become a direct or indirect wholly owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person or Group (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly of more than 50% of the Voting Stock of such holding company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event (as such term is defined in the indenture) occurring in respect of that Change of Control.

“Continuing Directors” means, as of any date of determination, any member of our board of directors who (1) was a member of our board of directors on the date of the issuance of the 2033 Notes; or (2) was nominated or approved for election, elected or appointed to our board of directors with the approval of a majority of the Continuing Directors who were members of our board of directors at the time of such nomination, approval, election or appointment (either by a specific vote or by approval of the proxy statement issued by us in which such member was named as a nominee for election as a director).

“Person” means any individual, firm, limited liability company, corporation, partnership, association, joint venture, tribunal, trust, government or political subdivision or agency or instrumentality thereof, or any other entity or organization and includes a “person” as used in Section 13(d)(3) of the Exchange Act.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

The definition of “Change of Control” includes a phrase relating to the sale, transfer, conveyance or other disposition of “all or substantially all” of our consolidated assets. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, your ability to require us to purchase your 2033 Notes as a result of the sale, transfer, conveyance or other disposition of less than all of our assets may be uncertain.

Certain Covenants

The indenture contains, among others, restrictive covenants regarding (i) our ability to consolidate or merge with another entity or to sell, transfer or otherwise convey all or substantially all of our assets to another entity, (ii) create or permit certain significant subsidiaries to create or permit to exist certain liens and (iii) certain sale and lease-back transactions involving certain subsidiaries.

Events of Default

Holders of the 2033 Notes will have specified rights if an Event of Default (as defined below) occurs. The term “Event of Default” in respect of the 2033 Notes means any of the following:

| (1) | we do not pay interest on any of the 2033 Notes within 30 days of its due date; | | --- | --- || (2) | we fail to pay the principal (or premium, if any) of any 2033 Note, when such principal becomes due and payable, at maturity, upon acceleration, upon redemption or otherwise; | | --- | --- || (3) | we fail to comply with certain covenants under the indenture; | | --- | --- || (4) | we remain in breach of a covenant or warranty in respect of the indenture or 2033 Notes (other than a covenant included in the indenture solely for the benefit of debt securities of another series) for 90 days after we receive a written notice of default, which notice must be sent by either the trustee or holders of at least 25% in principal amount of the outstanding 2033 Notes; | | --- | --- || (5) | we file for bankruptcy, or other events of bankruptcy, insolvency or reorganization specified in the indenture; | | --- | --- | | (6) | we default on any indebtedness of ours or of a significant subsidiary having an aggregate amount of at least $200,000,000, constituting a default either of payment of principal when due and payable or which results in acceleration of the indebtedness unless the default has been cured or waived or the indebtedness discharged in full within 60 days after we have been notified of the default by the trustee or holders of at least 25% of the outstanding 2033 Notes; or | | --- | --- || (7) | one or more final judgments for the payment of money in an aggregate amount in excess of $200,000,000 above available insurance or indemnity coverage shall be rendered against us or any significant subsidiary and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed. | | --- | --- |

If an Event of Default (other than an Event of Default specified in clause (5) above) with respect to the 2033 Notes has occurred, the trustee or the holders of at least 25% in principal amount of the 2033 Notes may declare the entire unpaid principal amount of (and premium, if any), and all the accrued interest on, the Notes to be due and immediately payable. This is called a declaration of acceleration of maturity. There is no action on the part of the trustee or any holder of the 2033 Notes required for such declaration if the Event of Default is the Company’s bankruptcy, insolvency or reorganization. Holders of a majority in principal amount of the 2033 Notes may also waive certain past defaults under the indenture with respect to the 2033 Notes on behalf of all of the holders of the 2033 Notes. A declaration of acceleration of maturity may be canceled, under specified circumstances, by the holders of at least a majority in principal amount of the 2033 Notes and the trustee.

Except in cases of default, where the trustee has special duties, the trustee is not required to take any action under the indenture at the request of holders unless the holders offer the trustee protection from expenses and liability satisfactory to the trustee. If an indemnity satisfactory to the trustee is provided, the holders of a majority in principal amount of 2033 Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances specified in the indenture. No delay or omission in exercising any right or remedy will be treated as a waiver of the right, remedy or Event of Default.

Modification of the Indenture and Waiver of Rights of Holders

Under certain circumstances, we can make changes to the indenture and the 2033 Notes. Some types of changes require the approval of each holder of 2033 Notes, some require approval by a vote of a majority of the holders of the 2033 Notes, and some changes do not require any approval at all.

Description of the 0.875% Senior Notes Due 2030

The 0.875% Senior Notes due 2030 (the “2030 Notes”) were issued under an indenture, dated as of June 7, 2013 (the “base indenture”) between Nasdaq, Inc. and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and a seventh supplemental indenture dated as of February 13, 2020 (the “supplemental indenture” and, together with the base indenture, the “indenture”). The indenture is publicly available at www.sec.gov.

We issued €600 million aggregate principal amount of the 2030 Notes on February 13, 2020.

This summary is subject to, and qualified in its entirety by reference to, all the provisions of the 2030 Notes and the indenture, including definitions of certain terms used therein.

General

The 2030 Notes:

•are senior unsecured obligations of ours;

•rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding, commercial paper issuances and indebtedness under our credit facility;

•are structurally subordinated in right of payment to all existing and future obligations of our subsidiaries, including claims with respect to trade payables; and

•are effectively subordinated in right of payment to all of our existing and future secured indebtedness and other secured obligations to the extent of the value of the collateral securing any such indebtedness and other obligations.

The 2030 Notes were issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

Principal, Maturity and Interest

The 2030 Notes will bear interest at a rate of 0.875% per year. Interest on the Notes is payable annually in arrears on February 13 of each year, beginning on February 13, 2021, and will be computed on the basis of the actual number of days in the period for which interest is

being calculated and the actual number of days from and including the last date on which interest was paid on the 2030 Notes (or the settlement date if no interest has been paid or duly provided for on the 2030 Notes), to but excluding the next date on which interest is paid or duly provided for. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Interest on the 2030 Notes will accrue from and including the settlement date and will be paid to holders of record on the day immediately prior to the applicable interest payment date.

The 2030 Notes will mature on February 13, 2030. On the maturity date of the 2030 Notes, the holders will be entitled to receive 100% of the principal amount of such 2030 Notes. The 2030 2030 Notes will not have the benefit of any sinking fund.

If any interest payment date, redemption date or maturity date falls on a day that is not a business day, then the relevant payment may be made on the next succeeding business day and no interest will accrue because of such delayed payment. With respect to the 2030 Notes, when we use the term “business day” we mean any day except a Saturday, a Sunday or a day on which banking institutions in the applicable place of payment are authorized or required by law, regulation or executive order to close.

Claims against the Company for payment of principal, interest and additional amounts, if any, on the 2030 Notes will become void unless presentment for payment is made (where so required under the indenture) within, in the case of principal and additional amounts, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original date of payment therefor.

Euro Notes—Issuance in Euros

Initial holders of the 2030 Notes paid for the 2030 Notes in euros, and principal, premium, if any, and interest payments and additional amounts, if any, in respect of the 2030 Notes will be payable in euros. If, on or after the date of this prospectus supplement, the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the 2030 Notes will be made in U.S. dollars until the euro is again available to us or so used.

The amount payable on any date in euros will be converted to U.S. dollars on the basis of the most recently available market exchange rate for euros as determined by us in our sole discretion. Any payment in respect of the 2030 Notes so made in U.S. dollars will not constitute an event of default under the indenture or the 2030 Notes. Neither the trustee nor the paying

agent will be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.

Ranking

The 2030 Notes are general unsecured obligations of ours and will rank equally with all of our existing and future unsubordinated obligations.

Holders of any secured indebtedness and other secured obligations of the Company will have claims that are prior to your claims as holders of the 2030 Notes, to the extent of the value of the assets securing such indebtedness and other obligations, in the event of any bankruptcy, liquidation or similar proceeding.

Further Issues

The 2030 Notes constituted a separate series of debt securities under the indenture, limited to €600 million. Under the indenture, we may, without the consent of the holders of the 2030 Notes, issue additional 2030 Notes of the same or a different series from time to time in the future in an unlimited aggregate principal amount; provided that if any such additional 2030 Notes are not fungible with the 2030 Notes offered hereby (or any other tranche of additional 2030 Notes) for U.S. federal income tax purposes, then such additional 2030 Notes will have different ISIN and/or Common Code numbers than the Notes offered hereby (and any such other tranche of additional 2030 Notes). The 2030 Notes and any additional 2030 Notes of the same series would rank equally and ratably and would be treated as a single class for all purposes under the indenture. This means that, in circumstances where the indenture provides for the holders of debt securities of any series to vote or take any action, any of the outstanding 2030 Notes, as well as any additional 2030 Notes that we may issue by reopening such series, will vote or take action as a single class.

Redemption

Optional Redemption

The 2030 Notes will be redeemable, in whole at any time or in part from time to time, at our option, at a redemption price (the “make-whole redemption price”) equal to the greater of (i) 100% of the principal amount of the 2030 Notes and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Notes (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Bund Rate (as defined below), plus 20 basis points, plus accrued and unpaid

interest thereon to the date of redemption. However, if the redemption date is after a record date and on or prior to a corresponding interest payment date, the interest will be paid on the redemption date to the holder of record on the record date.

Notwithstanding the foregoing, at any time on or after November 13, 2029 (three months before their maturity date), the 2030 Notes will be redeemable, in whole or in part, at our option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Notice of any redemption will be mailed at least 30 days, but not more than 60 days, before the redemption date to each registered holder of 2030 Notes to be redeemed. Once notice of redemption is mailed, the 2030 Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to, but not including, the redemption date. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2030 Notes (or portion thereof) to be redeemed on such redemption date.

“Bund Rate” means, with respect to any redemption date, the rate per annum equal to the annual equivalent yield to maturity of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date.

“Comparable German Bund Issue” means that German Bundesanleihe security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 2030 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary

financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of the Notes.

“Comparable German Bund Price” means, with respect to any redemption date, (i) the average of four Reference German Bund Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference German Bund Dealer Quotations or (ii) if the Quotation Agent obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations.

“Quotation Agent” means a Reference German Bund Dealer appointed by us.

“Reference German Bund Dealer” means any dealer of German Bundesanleihe securities selected by us in good faith.

“Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference German Bund Dealer at 3:30 p.m., Frankfurt, Germany time, on the third business day preceding such redemption date.

If we elect to redeem less than all of the 2030 Notes, and such 2030 Notes are at the time represented by a global note, then the depositary will select by lot the particular interests to be redeemed. If we elect to redeem less than all of the 2030 Notes, and any of such 2030 Notes are not represented by a global note, then the trustee will select the particular 2030 Notes to be redeemed in a manner it deems appropriate and fair (and the depositary will select by lot the particular interests in any global note to be redeemed).

We may at any time, and from time to time, purchase the 2030 Notes at any price or prices in the open market or otherwise.

Repurchase upon Change of Control Triggering Event

If a Change of Control Triggering Event (as defined below) occurs with respect to the 2030 Notes, unless we have exercised our right to redeem the 2030 Notes, we will be required to make an offer to repurchase all or, at the holder’s option, any part (equal to €100,000 or any integral multiple of €1,000 in excess thereof) of each holder’s 2030 Notes pursuant to the offer described below (the “Change of Control Offer”).

In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2030 Notes repurchased plus accrued and unpaid interest, if any, on the 2030 Notes repurchased to, but not including, the date of purchase (the “Change of Control Payment”).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of us and our Subsidiaries taken as a whole to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”) other than us or one of our subsidiaries; (2) the approval by the holders of our common stock of any plan or proposal for our liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or Group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of our Voting

Stock; or (4) the first day on which a majority of the members of our board of directors are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) we become a direct or indirect wholly owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person or Group (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly of more than 50% of the Voting Stock of such holding company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event (as such term is defined in the indenture) occurring in respect of that Change of Control.

“Continuing Directors” means, as of any date of determination, any member of our board of directors who (1) was a member of our board of directors on the date of the issuance of the 2030 Notes; or (2) was nominated or approved for election, elected or appointed to our board of directors with the approval of a majority of the Continuing Directors who were members of our board of directors at the time of such nomination, approval, election or appointment (either by a specific vote or by approval of the proxy statement issued by us in which such member was named as a nominee for election as a director).

“Person” means any individual, firm, limited liability company, corporation, partnership, association, joint venture, tribunal, trust, government or political subdivision or agency or instrumentality thereof, or any other entity or organization and includes a “person” as used in Section 13(d)(3) of the Exchange Act.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

The definition of “Change of Control” includes a phrase relating to the sale, transfer, conveyance or other disposition of “all or substantially all” of our consolidated assets. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, your ability to require us to purchase your 2030 Notes as a result of the sale, transfer, conveyance or other disposition of less than all of our assets may be uncertain.

Certain Covenants

The indenture contains, among others, restrictive covenants regarding (i) our ability to consolidate or merge with another entity or to sell, transfer or otherwise convey all or substantially all of our assets to another entity, (ii) create or permit certain significant subsidiaries to create or permit to exist certain liens and (iii) certain sale and lease-back transactions involving certain subsidiaries.

Events of Default

Holders of the 2030 Notes will have specified rights if an Event of Default (as defined below) occurs. The term “Event of Default” in respect of the 2030 Notes means any of the following:

(1)	we do not pay interest on any of the 2030 Notes within 30 days of its due date;
(2)	we fail to pay the principal (or premium, if any) of any 2030 Note, when such principal becomes due and payable, at maturity, upon acceleration, upon redemption or otherwise;
---	---		(3)	we fail to comply with certain covenants under the indenture;
---	---		(4)	we remain in breach of a covenant or warranty in respect of the indenture or 2030 Notes (other than a covenant included in the indenture solely for the benefit of debt securities of another series) for 90 days after we receive a written notice of default, which notice must be sent by either the trustee or holders of at least 25% in principal amount of the outstanding 2030 Notes;
---	---		(5)	we file for bankruptcy, or other events of bankruptcy, insolvency or reorganization specified in the indenture;
---	---		(6)	we default on any indebtedness of ours or of a significant subsidiary having an aggregate amount of at least $150,000,000, constituting a default either of payment of principal when due and payable or which results in acceleration of the indebtedness unless the default has been cured or waived or the indebtedness discharged in full within 60 days after we have been notified of the default by the trustee or holders of at least 25% of the outstanding 2030 Notes; or
---	---
(7)	one or more final judgments for the payment of money in an aggregate amount in excess of $150,000,000 above available insurance or indemnity coverage shall be rendered against us or any significant subsidiary and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed.
---	---

If an Event of Default (other than an Event of Default specified in clause (5) above) with respect to the 2030 Notes has occurred, the trustee or the holders of at least 25% in principal amount of the 2030 Notes may declare the entire unpaid principal amount of (and premium, if any), and all the accrued interest on, the Notes to be due and immediately payable. This is called a declaration of acceleration of maturity. There is no action on the part of the trustee or any holder of the 2030 Notes required for such declaration if the Event of Default is the Company’s bankruptcy, insolvency or reorganization. Holders of a majority in principal amount of the 2030 Notes may also waive certain past defaults under the indenture with respect to the 2030 Notes on behalf of all of the holders of the 2030 Notes. A declaration of acceleration of maturity may be canceled, under specified circumstances, by the holders of at least a majority in principal amount of the 2030 Notes and the trustee.

Except in cases of default, where the trustee has special duties, the trustee is not required to take any action under the indenture at the request of holders unless the holders offer the trustee protection from expenses and liability satisfactory to the trustee. If an indemnity satisfactory to the trustee is provided, the holders of a majority in principal amount of 2030 Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances specified in the indenture. No delay or omission in exercising any right or remedy will be treated as a waiver of the right, remedy or Event of Default.

Modification of the Indenture and Waiver of Rights of Holders

Under certain circumstances, we can make changes to the indenture and the 2030 Notes. Some types of changes require the approval of each holder of 2030 Notes, some require approval by a vote of a majority of the holders of the 2030 Notes, and some changes do not require any approval at all.

Description of the 1.75% Senior Notes Due 2029

The 1.75% Senior Notes due 2029 (the “2029 Notes”) were issued under an indenture, dated as of June 7, 2013 (the “base indenture”) between Nasdaq, Inc. and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and a sixth supplemental indenture dated as of April 1, 2019 (the “supplemental indenture” and, together with the base indenture, the “indenture”). The indenture is publicly available at www.sec.gov.

We issued €600 million aggregate principal amount of the 2029 Notes on April 1, 2019.

This summary is subject to, and qualified in its entirety by reference to, all the provisions of the 2029 Notes and the indenture, including definitions of certain terms used therein.

General

The 2029 Notes:

•are senior unsecured obligations;

•rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding, commercial paper issuances and indebtedness under our 2017 credit facility;

•are structurally subordinated in right of payment to all existing and future obligations of our subsidiaries, including claims with respect to trade payables; and

•are effectively subordinated in right of payment to all of our existing and future secured indebtedness and other secured obligations to the extent of the value of the collateral securing any such indebtedness and other obligations.

The 2029 Notes were issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

Principal, Maturity and Interest

The 2029 Notes bear interest at a rate of 1.75% per year. Interest on the 2029 Notes is payable annually in arrears on of each year, beginning on March 28, 2020, and is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2029 Notes (or the settlement date if no interest has been paid or duly provided for on the 2029 Notes),

to but excluding the next date on which interest is paid or duly provided for. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. Interest on the 2029 Notes accrues from and including the settlement date and will be paid to holders of record on the day immediately prior to the applicable interest payment date.

The 2029 Notes will mature on March 28, 2029. On the maturity date of the 2029 Notes, the holders will be entitled to receive 100% of the principal amount of such 2029 Notes. The 2029 Notes will not have the benefit of any sinking fund.

If any interest payment date, redemption date or maturity date falls on a day that is not a business day, then the relevant payment may be made on the next succeeding business day and no interest will accrue because of such delayed payment. With respect to the 2029 Notes, when we use the term “business day” we mean any day except a Saturday, a Sunday or a day on which banking institutions in the applicable place of payment are authorized or required by law, regulation or executive order to close.

Claims against the Company for payment of principal, interest and additional amounts, if any, on the 2029 Notes will become void unless presentment for payment is made (where so required under the indenture) within, in the case of principal and additional amounts, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original date of payment therefor.

Euro Notes—Issuance in Euros

Initial holders of the 2029 Notes paid for the 2029 Notes in euros, and principal, premium, if any, and interest payments and additional amounts, if any, in respect of the Notes will be payable in euros. If the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the 2029 Notes will be made in U.S. dollars until the euro is again available to us or so used.

The amount payable on any date in euros will be converted to U.S. dollars on the basis of the most recently available market exchange rate for euros as determined by us in our sole discretion. Any payment in respect of the 2029 Notes so made in U.S. dollars will not constitute an event of default under the indenture or the 2029 Notes. Neither the trustee nor the paying agent will be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.

Interest Rate Adjustment

The interest rate payable on the 2029 Notes will be subject to adjustment from time to time if either Moody’s or S&P, or, in either case, any substitute rating agency downgrades (or subsequently upgrades) the credit rating assigned to the 2029 Notes.

Ranking

The 2029 Notes are general unsecured obligations of ours and rank equally with all of our existing and future unsubordinated obligations.

Holders of any secured indebtedness and other secured obligations of the Company will have claims that are prior to claims as holders of the 2029 Notes, to the extent of the value of the assets securing such indebtedness and other obligations, in the event of any bankruptcy, liquidation or similar proceeding.

Further Issues

The 2029 Notes constituted a separate series of debt securities under the indenture, limited to €600 million. Under the indenture, we may, without the consent of the holders of the 2029 Notes, issue additional 2029 Notes of the same or a different series from time to time in the future in an unlimited aggregate principal amount; provided, that, if any such additional 2029 Notes are not fungible with the 2029 Notes (or any other tranche of additional 2029 Notes) for U.S. federal income tax purposes, then such additional 2029 Notes will have different ISIN and/or Common Code numbers than the 2029 Notes (and any such other tranche of additional 2029 Notes). The 2029 Notes and any additional 2029 Notes of the same series would rank equally and ratably and would be treated as a single class for all purposes under the indenture. This means that, in circumstances where the indenture provides for the holders of debt securities of any series to vote or take any action, any of the outstanding 2029 Notes, as well as any additional 2029 Notes that we may issue by reopening such series, will vote or take action as a single class.

Redemption

Optional Redemption

The 2029 Notes will be redeemable, in whole at any time or in part from time to time, at our option, at a redemption price (the “make-whole redemption price”) equal to the greater of (i) 100% of the principal amount of the 2029 Notes, and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of

principal and interest on the 2029 Notes (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Bund Rate (as defined below), plus 30 basis points, plus accrued and unpaid interest thereon to the date of redemption. However, if the redemption date is after a record date and on or prior to a corresponding interest payment date, the interest will be paid on the redemption date to the holder of record on the record date.

Notwithstanding the foregoing, at any time on or after December 28, 2028 (three months before their maturity date), the 2029 Notes will be redeemable, in whole or in part, at our option and at any time or from time to time, at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Notice of any redemption will be mailed at least 30 days, but not more than 60 days, before the redemption date to each registered holder of 2029 Notes to be redeemed. Once notice of redemption is mailed, the 2029 Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to, but not including, the redemption date. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the 2029 Notes (or portion thereof) to be redeemed on such redemption date.

“Bund Rate” means, with respect to any redemption date, the rate per annum equal to the annual equivalent yield to maturity of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date.

“Comparable German Bund Issue” means that German Bundesanleihe security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of the Notes.

“Comparable German Bund Price” means, with respect to any redemption date, (i) the average of four Reference German Bund Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference German Bund Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations.

“Quotation Agent” means a Reference German Bund Dealer appointed by us.

“Reference German Bund Dealer” means any dealer of German Bundesanleihe securities selected by us in good faith.

“Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference German Bund Dealer at 3:30 p.m., Frankfurt, Germany time, on the third business day preceding such redemption date.

If we elect to redeem less than all of the 2029 Notes, and such 2029 Notes are at the time represented by a global note, then the depositary will select by lot the particular interests to be redeemed. If we elect to redeem less than all of the 2029 Notes, and any of such 2029 Notes are not represented by a global note, then the trustee will select the particular 2029 Notes to be redeemed in a manner it deems appropriate and fair (and the depositary will select by lot the particular interests in any global note to be redeemed).

We may at any time, and from time to time, purchase the 2029 Notes at any price or prices in the open market or otherwise.

Repurchase upon Change of Control Triggering Event

If a Change of Control Triggering Event (as defined below) occurs with respect to the 2029 Notes, unless we have exercised our right to redeem the 2029 Notes, we are required to make an offer to repurchase all or, at the holder’s option, any part (equal to €100,000 or any integral multiple of €1,000 in excess thereof) of each holder’s 2029 Notes pursuant to the offer described below (the “Change of Control Offer”).

In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of 2029 Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not including, the date of purchase (the “Change of Control Payment”).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of us and our Subsidiaries taken as a whole to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”) other than us or one of our subsidiaries; (2) the approval by the holders of our common stock of any plan or proposal for our liquidation or

dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or Group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of our Voting Stock; or (4) the first day on which a majority of the members of our board of directors are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) we become a direct or indirect wholly owned Subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person or Group (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly of more than 50% of the Voting Stock of such holding company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event (as such term is defined in the indenture) occurring in respect of that Change of Control.

“Continuing Directors” means, as of any date of determination, any member of our board of directors who (1) was a member of our board of directors on the date of the issuance of the Notes; or (2) was nominated or approved for election, elected or appointed to our board of directors with the approval of a majority of the Continuing Directors who were members of our board of directors at the time of such nomination, approval, election or appointment (either by a specific vote or by approval of the proxy statement issued by us in which such member was named as a nominee for election as a director).

“Person” means any individual, firm, limited liability company, corporation, partnership, association, joint venture, tribunal, trust, government or political subdivision or agency or instrumentality thereof, or any other entity or organization and includes a “person” as used in Section 13(d)(3) of the Exchange Act.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

The definition of “Change of Control” includes a phrase relating to the sale, transfer, conveyance or other disposition of “all or substantially all” of our consolidated assets. There is no precise, established definition of the phrase “substantially all” under applicable law.

Accordingly, the ability to require us to purchase 2029 Notes as a result of the sale, transfer, conveyance or other disposition of less than all of our assets may be uncertain.

Certain Covenants

The indenture contains, among others, restrictive covenants regarding (i) our ability to consolidate or merge with another entity or to sell, transfer or otherwise convey all or substantially all of our assets to another entity; (ii) create or permit certain significant subsidiaries to create or permit to exist certain liens and (iii) certain sale and lease-back transactions involving certain subsidiaries.

Events of Default

Holders of the 2029 Notes will have specified rights if an Event of Default (as defined below) occurs. The term “Event of Default” in respect of the Notes means any of the following:

(1)we do not pay interest on any of the Notes within 30 days of its due date;

(2)we fail to pay the principal (or premium, if any) of any Note, when such principal becomes due and payable, at maturity, upon acceleration, upon redemption or otherwise;

(3)failure by us to comply with the covenants under the indenture;

(4)we remain in breach of a covenant or warranty in respect of the indenture or 2029 Notes (other than a covenant included in the indenture solely for the benefit of debt securities of another series) for 90 days after we receive a written notice of default, which notice must be sent by either the trustee or holders of at least 25% in principal amount of the outstanding 2029 Notes;

(5)we file for bankruptcy, or other events of bankruptcy, insolvency or reorganization specified in the indenture;

(6)we default on any indebtedness of ours or of a significant subsidiary having an aggregate amount of at least $150,000,000, constituting a default either of payment of principal when due and payable or which results in acceleration of the indebtedness unless the default has been cured or waived or the indebtedness discharged in full within 60 days after we have been notified of the default by the trustee or holders of at least 25% of the outstanding 2029 Notes; or

(7)one or more final judgments for the payment of money in an aggregate amount in excess of $150,000,000 above available insurance or indemnity coverage shall be rendered against us or any significant subsidiary and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed.

If an Event of Default (other than an Event of Default specified in clause (5) above) with respect to the 2029 Notes has occurred, the Trustee or the holders of at least 25% in principal amount of

the 2029 Notes may declare the entire unpaid principal amount of (and premium, if any), and all the accrued interest on, the Notes to be due and immediately payable. This is called a declaration of acceleration of maturity. There is no action on the part of the trustee or any holder of the 2029 Notes required for such declaration if the Event of Default is the Company’s bankruptcy, insolvency or reorganization. Holders of a majority in principal amount of the Notes may also waive certain past defaults under the indenture with respect to the 2029 Notes on behalf of all of the holders of the 2029 Notes. A declaration of acceleration of maturity may be canceled, under specified circumstances, by the holders of at least a majority in principal amount of the 2029 Notes and the trustee.

Except in cases of default, where the trustee has special duties, the trustee is not required to take any action under the indenture at the request of holders unless the holders offer the trustee protection from expenses and liability satisfactory to the trustee. If an indemnity satisfactory to the trustee is provided, the holders of a majority in principal amount of 2029 Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances specified in the indenture. No delay or omission in exercising any right or remedy will be treated as a waiver of the right, remedy or Event of Default.

Before holders of the 2029 Notes are allowed to bypass the trustee and bring a lawsuit or other formal legal action or take other steps to enforce their rights or protect their interests relating to the 2029 Notes, the following must occur:

•such holders must give the trustee written notice that an Event of Default has occurred and remains uncured;

•holders of at least 25% in principal amount of the 2029 Notes must make a written request that the trustee take action because of the default and must offer the Trustee indemnity satisfactory to the trustee against the cost and other liabilities of taking that action; and

•the trustee must have failed to take action for 60 days after receipt of the notice and offer of indemnity.

Holders are, however, entitled at any time to bring a lawsuit for the payment of money due on the 2029 Notes on or after the due date.

Modification of the Indenture and Waiver of Rights of Holders

Under certain circumstances, we can make changes to the indenture and the 2029 Notes. Some types of changes require the approval of each holder of 2029 Notes, some require approval by a vote of a majority of the holders of the 2029 Notes, and some changes do not require any approval at all.

Document

Exhibit 19.1

Insider Trading Policy

This Insider Trading Policy (“Policy”) is adopted to protect the regulatory integrity and reputation of Nasdaq, Inc., and its global subsidiaries and affiliates (“Nasdaq”), the financial markets which Nasdaq operates, and our shareholders, customers, employees and other stakeholders.

This Policy applies to all directors, officers, and employees of Nasdaq and its subsidiaries, as well as all consultants and contractors and others who work on behalf of Nasdaq (“Associates”). In addition, as further set forth in this Policy, this Policy applies to “Associated Persons,” defined as:

•An Associate’s family members who reside with them, such as spouse, cohabitee or domestic partner, minor or dependent children, and any person whose transactions in securities are directed by them or are subject to their control or influence;

•Any legal entity (including but not limited to any LLC, partnership, corporation, trust, or other organization) where the Associate owns a controlling interest, exercises operational control and/or has responsibility or influence on investment decisions1; and

•Certain “closely affiliated persons” and “controlled organizations” as defined in applicable Supplemental Policies.

Associates must use their reasonable best efforts to ensure Associated Persons abide by the applicable rules outlined in this policy

This Policy is not intended to supersede any applicable law, professional duties applicable to employees (e.g., broker-dealer employees), or, where applicable, the Rules of the Swedish Securities Markets Association (SSMA Rules). Rather, the Policy should be applied in conjunction with local law/professional standards and in a manner consistent with the Nasdaq Code of Ethics. Where other Nasdaq policies, applicable law, or the SSMA Rules impose trading rules that differ from this Policy, the stricter and broader of the rules shall apply.

I.Policy Compliance and Enforcement

Each Associate is accountable for compliance with this Policy and any other applicable policies, laws and regulations and must have and exercise sufficient control over all trading activity to ensure compliance (except as permitted under the Policy).

Associates may not circumvent the provisions of this Policy by using third party accounts, including those of Associated Persons or other family members or legal entities.

Associates may be asked for information regarding their trading activity including but not limited to sources of funds, volume of trading, trading size and patterns, and source of information by the Global Ethics and Compliance Team, their Compliance Officer, the Office of General Counsel and/or Internal Audit. In addition, Associates may be required to provide information to Nasdaq’s regulators in connection with their regulation and oversight of Nasdaq. Subject to applicable law, Associates must cooperate in any such review and provide full and accurate information to address an inquiry.

Any breach of this Policy or other policies or violations of laws and regulations related to trading activity or non-public data handling may lead to disciplinary action as set forth in the Code of Ethics, up to and including termination of employment. Violations and/or suspicious trading activity may also be subject to regulatory referral or reporting which could lead to civil or criminal prosecution.

1 Associates are responsible for obtaining approval prior to establishing such a legal entity or taking such a role regarding a legal entity as required by the “outside business activity” and conflict of interest provisions in the Code of Ethics. Legal entities where an Associate serves as a director or other role on behalf of Nasdaq are not Associated Persons.

Exhibit 19.1

Insider trading, market abuse, misappropriation of non-public information and “tipping” are serious criminal offenses and may be punishable by imprisonment and substantial fines.

II.Prohibition on Insider Trading and Market Abuse

Insider Trading is buying or selling publicly traded securities when an individual has important information about a company that members of the public do not have. It is illegal in nearly all jurisdictions and can result in a fine and/or imprisonment.

A.Prohibition on Insider Trading

The United States, European Economic Area countries, the United Kingdom and other jurisdictions where Nasdaq conducts business prohibit, by law, insider trading and other forms of market abuse. Associates who are aware of material non-public information (“MNPI”) (or information qualifying under similar terms – e.g., “insider information” – used to describe similar non-public information under applicable insider trading and market abuse laws) relating to Nasdaq or to any other company may not buy or sell Nasdaq or such other company’s securities while in possession of such information. In addition, Associates may not trade in securities in one company using MNPI about an economically linked company, such as a competitor or business partner. Further, they may not give, communicate, or in any other way “tip” or convey such information to another person. These restrictions apply regardless of whether they received information as an intended recipient or received it incidental to their work at Nasdaq (e.g., received it as part of a group email or accidentally overheard a conversation).

1.What is MNPI?

The term MNPI is broadly construed. It includes any non-public information that, if publicly disclosed, (a) might have an effect on the market for the securities of the issuer generally, (b) might affect an individual investment decision of a reasonable investor, or (c) might cause an insider to change his/her trading patterns.2 For information to be considered public, it must have been disclosed in public filings or widely disseminated through press releases and widely available in news media, websites, or webcasts.

MNPI includes, but is not limited to, non-public information relating to:

•Financial results and projections of future earnings or losses;

•News of a pending or proposed merger, acquisition, tender offer or other corporate development or news that discussions or negotiations with respect thereto are in progress;

•Information related to the potential de-listing of a company or the non-payment by a listed company of its listing fees;

•News of a significant new business transaction;

•Possible dividend increases or decreases, a declaration of a stock split or the offering of additional securities;

•Significant new products or services;

•Significant litigation or litigation developments, actual or threatened disputes or governmental investigations;

•Significant data breaches or cybersecurity risks or incidents;

2 Even if non-public information is not “material,” under Nasdaq’s Code of Ethics, Associates are prohibited from using any non-public information learned during their employment at Nasdaq except to perform their work for Nasdaq; Associates are also prohibited from disclosing this information except as explicitly authorized. Violations of these requirements can result in disciplinary action, up to and including termination.

Exhibit 19.1

•Any significant changes in management or control of the issuer of the securities; and

•Significant new contracts or loss of business.

2.Protecting MNPI

Just like other forms of confidential information that an Associate may learn during their employment at Nasdaq, MNPI cannot be communicated to other persons in any manner, except those within Nasdaq with a legitimate “need to know.” Even inadvertent communications must be avoided. Any improper disclosure of MNPI must be immediately reported to the Information Security Team and the Office of General Counsel.

B.Prohibition on Market Abuse

Associates are prohibited from engaging in or supporting activities that may constitute market abuse. Market abuse offenses typically cover the insider trading situations mentioned above but may also include far broader scenarios and involve a wider variety of securities. These broader scenarios may include:

•misuse of information;

•manipulating transactions which give a false or misleading impression as to the supply, demand, or price of a security;

•dissemination of information likely to give a false or misleading impression; and

•transactions which might distort the market.

Insider trading and market abuse are extremely serious offenses that undermine public confidence and can have a detrimental effect on Nasdaq’s credibility and business. Both Nasdaq and individual Associates may be subject to criminal and civil liability for any such violations.

III.Trading in Nasdaq-Issued Securities

Trading in stocks, bonds and other securities issued by Nasdaq (or, if available, tokenized versions or representations of such securities) (“NDAQ Securities”) are subject to special restrictions and requirements.

A.Short Selling, Hedging & Options Involving NDAQ Securities

Short selling is the sale of securities an individual does not own at the time of sale, but that they promise to deliver in the future, and is an attempt to profit from an anticipated drop in market prices. Ownership in NDAQ Securities provides an opportunity to share in the long-term growth of the company. Short-term investments based on market fluctuations are incompatible with this objective and may put the Associate’s personal gain in conflict with the best interests of Nasdaq and its shareholders.

Associates and Associated Persons are prohibited from engaging in transactions that would allow them either to insulate themselves from, or profit from, a decline in the Nasdaq stock price (with the exception of selling shares outright). Accordingly, Associates are prohibited from selling NDAQ Securities “short,” or from creating any similar short position in Nasdaq or NDAQ Securities through the use of derivatives.

This prohibition extends to any type of hedging transactions related to NDAQ Securities. In addition to short sales, such hedging transactions include (without limitation) hedging transactions or creation of short positions in NDAQ Securities through the use of derivative securities (e.g., puts, calls, swaps, or collars).

Exhibit 19.1

In addition, Associates are prohibited from selling option contracts against any NDAQ Securities that they own or otherwise trading in options on NDAQ Securities.

B.Watch List Associates

Watch List Associates are individuals identified as having access to Nasdaq internal financial statements or other material non-public information (MNPI) about Nasdaq related to the development of its quarterly and annual financial reporting. Associates identified as Watch List Associates will be notified that they are on the Watch List.

To avoid any improper transaction in NDAQ Securities or the appearance of impropriety, Watch List Associates are precluded from trading NDAQ Securities during a closed trading window.

1.Trading Windows

Trading window status is posted to Nasdaq’s intranet.

Window Open

Trading windows typically open one full trading day after financial results for the fiscal quarter have been publicly disclosed. Nasdaq may close or delay the opening of a trading window for Watch List Associates, or any smaller subset of Associates, at any time it deems necessary or advisable. Watch List Associates will be notified at the opening of a trading window.

Window Close

Trading windows typically close at the end of the trading day on the fourteenth (14th) day of the last month of each quarter: March 14, June 14, September 14, and December 14. Nasdaq may close the trading window outside of the listed dates if it deems necessary or advisable. In the event the trading window is closed outside of the listed dates, Watch List Associates will be notified.

2.Incentive Plan and ESPP Shares

Share withholding to satisfy tax obligations related to the vesting of an award made under Nasdaq’s Equity Incentive Plan or the vesting or settlement of such awards are not subject to trading restrictions under the Policy. However, the sale of any shares acquired under the Equity Incentive Plan or Employee Stock Purchase Plan (ESPP) is subject to trading restrictions for Watch List Associates.

C.No Safe Harbor – Possession of Material Non-Public Information

Trading in NDAQ Securities during the open trading window should not be considered a “safe harbor.” Even during an open trading window, any person possessing MNPI concerning Nasdaq must not engage in any transactions in NDAQ Securities until such information has been sufficiently publicized so that the public has had the opportunity to evaluate the information. Associates should refrain from any transactions in NDAQ Securities until at least one full trading day has passed after the public announcement of such information, whether or not the Associate is on the Watchlist.

D.Rule 10b5-1 Plans

Rule 10b5-1 of the U.S. Exchange Act provides an affirmative defense under the U.S. Federal Securities laws from certain insider trading violations. A Rule 10b5-1 Plan specifies (including by formula) the amount,

Exhibit 19.1

pricing, and timing of transactions in advance, or delegates discretion on those matters to an independent third party. Once the Plan is adopted, the person adopting the Plan may not exercise any influence over the amount of Securities to be traded, the price at which they are traded or the date of trade.

The following requirements apply to any Associate who wants to enter into a Rule 10b5-1 Plan for NDAQ Securities:

•Associates who are employees can only enter into a Rule 10b5-1 Plans at the broker utilized by Nasdaq for its equity incentive plans and ESPP,

•The Rule 10b5-1 Plan must be done using an agreement form approved by Nasdaq’s Office of General Counsel in its sole discretion,

•The Rule 10b5-1 Plan must be approved by Nasdaq’s Stock Plan Administrator (in the People@Nasdaq team), and

•The Rule 10b5-1 Plan must comply with the specified conditions and requirements under the Exchange Act Rule 10b5-1(c), including but not limited to, applicable cooling-off periods and restrictions on overlapping and single trade plans.

Once effective following any cooling-off period, trades by Associates in NDAQ Securities that are executed pursuant to an approved Rule 10b5-1 Plan are not subject to the restrictions on trading while aware of MNPI regarding Nasdaq, restrictions set forth above relating to the trading window, and are not subject to pre-clearance procedures, where applicable.

Rule 10b5-1 Plans may only be adopted, amended, or modified during an open trading window period and by a person who is not aware of any MNPI. Associates may not enter into a “non-Rule 10b5-1 trading arrangement” (as defined under applicable regulations) without prior written approval from the Office of General Counsel.

E.Other Restrictions on NDAQ Securities

When deemed necessary, Nasdaq may preclude the trading of NDAQ Securities by all or some Associates or Associated Persons due to developments known within the company but not disclosed. Consistent with US Securities and Exchange Commission guidance, this may include events that constitute significant data breaches or cybersecurity events.

F. Gifting NDAQ Securities

Associates may not make a gift of NDAQ Securities while aware of material nonpublic information. In addition, Watch List Associates may not gift NDAQ Securities during a closed window. Directors and Section 16 officers also must obtain pre-clearance from the Office of General Counsel before making any gift of NDAQ Securities.

H.Trading by Nasdaq in NDAQ Securities

It is Nasdaq’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Board of Directors or appropriate committee, if required) when engaging in transactions involving any securities issued by Nasdaq or by any subsidiary of Nasdaq.

Exhibit 19.1

IV.Additional Requirements for Directors and Executive Officers

This Section IV applies to:

•All directors serving on the Board of Directors of Nasdaq, Inc. (“Directors”)

•Nasdaq’s Controller/ Principal Accounting Officer, and any other officers designated by the Nasdaq Board of Directors as “Section 16 Officers” (“Executive Officers”)

•Each Nasdaq Director’s and Executive Officer’s spouse or domestic partner, minor children, and any person whose interests the Director or Executive Officer has the legal right to represent.

A.Pre-Clearance of Trades and Gifts

Nasdaq has determined that all Directors and Executive Officers must receive pre- clearance before trading in NDAQ Securities, even during trading windows. Each Director and Executive Officer should email or contact the Stock Plan Administrator at least one business day prior to commencing any trade in NDAQ Securities. Nasdaq may find it necessary, from time to time, to require compliance with the pre- clearance process from certain employees, consultants, and contractors in addition to Directors and Executive Officers.

Directors and Section 16 officers also must obtain pre-clearance from the Office of General Counsel before making any gift of NDAQ securities. Once a gift is made, it must be immediately reported to Nasdaq’s OGC team to enable timely reporting to the SEC on Form 4. All gifts must be reported on Form 4 within two (2) business days.

Executive Officers and Directors may not make a gift of NDAQ Securities while aware of material nonpublic information or during a closed window.

B.Rule 10b5-1 Plans

Material terms of Rule 10b5-1 Plans entered into, amended or terminated by Directors and Section 16 Officers are subject to disclosure in accordance with applicable regulations.

In addition to the other provisions of this Policy related to Rule 10b5-1 plans, each Director or Executive Officer entering into a Rule 10b5-1 plan must ensure that the plan meets the requirements of Rule 10b5-1 and obtain written pre-approval from Nasdaq’s Stock Plan Administrator of the intended plan terms and conditions. A final copy of the plan and any amendments must be immediately provided to the Stock Plan Administrator to enable Nasdaq to comply with its disclosure obligations.

C.Pledging NDAQ Securities

Shares held by a Director, or Executive Officer may not be pledged, hypothecated, or otherwise encumbered (including via the holding of such shares in a margin account). The Management Compensation Committee of the Nasdaq Board retains discretion to propose a remedy to cure any existing pledged position held by a Director or Executive Officer that is in breach of this Policy.

Exhibit 19.1

D.Other Restrictions

From time to time, Nasdaq may preclude the trading of Nasdaq stock by all or some Directors or Executive Officers due to developments known within Nasdaq but not generally disclosed.

V.Compliance Certification

All Associates must confirm within thirty days of hiring and annually that they (1) are in compliance and will comply with all applicable trading policies and (2) have completely and properly disclosed, to the extent required by applicable policies, all brokerage/trading accounts and relevant trading activity.

Nasdaq may, also from time to time, require any Associate to confirm that they are in compliance with this Policy and/or other applicable policies. Nasdaq may also require documentation supporting such compliance.

VI.Seeking Guidance and Reporting Concerns

Associates are expected seek guidance in advance of taking action whenever application of this Policy is unclear. Associates are expected to fully cooperate with any internal, law enforcement, or regulatory investigation as appropriate and in accordance with all applicable laws. Questions or requests for guidance should be directed to the relevant Guidance and Reporting Channels set forth in the Nasdaq Code of Ethics.

As detailed in the Code of Ethics, Associates are required to report any suspicious activities and violations of Nasdaq policies or the law related to Nasdaq’s business that they observe or reasonably suspect or that are reported to the Associate by a colleague, customer, supplier, or third party. Reports can be made through the Guidance and Reporting Channels set forth in the Code of Ethics.

Document

Exhibit 21.1

Subsidiaries of Nasdaq, Inc.*

As of February 1, 2026

U.S. Entities

1.Adenza, Inc. (organized in Delaware)

2.BoardVantage, Inc (organized in Delaware)

3.Boston Stock Exchange Clearing Corporation (organized in Massachusetts)

4.Content Services, LLC (organized in Delaware)

5.Directors Desk, LLC (organized in Delaware)

6.Dorsey, Wright & Associates, LLC (organized in Virginia)

7.eVestment Alliance, LLC (organized in Delaware)

8.eVestment, Inc. (organized in Delaware)

9.FINRA/Nasdaq Trade Reporting Facility LLC (organized in Delaware)

10.FRAMLxchange Inc. (organized in Delaware)

11.FTEN, Inc. (organized in Delaware)

12.International Securities Exchange Holdings, Inc. (organized in Delaware)

13.Longitude LLC (organized in Delaware)

14.Nasdaq BX, Inc. (organized in Delaware)

15.Nasdaq Capital Markets Advisory LLC (organized in Delaware)

16.Nasdaq Corporate Services, LLC (organized in Delaware)

17.Nasdaq Corporate Solutions, LLC (organized in Delaware)

18.Nasdaq Data Acquisition, LLC (organized in Delaware)

19.Nasdaq Digital Asset Holdings, LLC (organized in Delaware)

20.NASDAQ Energy Futures, LLC (organized in Delaware)

21.Nasdaq Execution Services, LLC (organized in Delaware)

22.Nasdaq Fund Secondaries, LLC (organized in Delaware)

23.NASDAQ Futures, Inc. (organized in Delaware)

24.Nasdaq GEMX, LLC (organized in Delaware)

25.NASDAQ Global, Inc. (organized in Delaware)

26.Nasdaq Information, LLC (organized in Delaware)

27.Nasdaq ISE, LLC (organized in Delaware)

28.Nasdaq MRX, LLC (organized in Delaware)

29.Nasdaq PHLX LLC (organized in Delaware)

30.Nasdaq Private Market, LLC (organized in Delaware)

31.Nasdaq SB Holdings, LLC (organized in Delaware)

32.Nasdaq Technology Services, LLC (organized in Delaware)

33.Nasdaq Verafin LLC (organized in Delaware)

34.NFSTX, LLC (organized in Delaware)

35.OneReport, LLC (organized in Delaware)

36.Operations & Compliance Network, LLC (organized in Delaware)

37.QDiligence LLC (organized in Illinois)

38.Stock Clearing Corporation of Philadelphia (organized in Pennsylvania)

39.Sybenetix Inc. (organized in Delaware)

40.The Nasdaq Options Market LLC (organized in Delaware)

41.The Nasdaq Stock Market LLC (organized in Delaware)

42.U.S. Exchange Holdings, Inc. (organized in Delaware)

43.Volos Portfolio Solutions, Inc. (organized in Delaware)

Exhibit 21.1

Non-U.S. Subsidiaries

1.AB Nasdaq Vilnius (organized in Lithuania)

2.Adenza Australia Pty Ltd. (organized in Australia)

3.Adenza Brasil Ltda (organized in Brazil)

4.Adenza Chile SpA (organized in Chile)

5.Adenza Colombia S.A.S. (organized in Colombia)

6.Adenza Georgia LLC (organized in Georgia)

7.Adenza India Private Ltd. (organized in India)

8.Adenza Ireland Ltd. (organized in Ireland)

9.Adenza Israel Ltd. (organized in Israel)

10.Adenza Korea LLC (organized in South Korea)

11.Adenza Netherlands B.V. (organized in the Netherlands)

12.ADENZA POLAND SOO SPOLKA Z OGRANICZONA ODPOWIEDZIALNOSCIA (organized in Poland)

13.Adenza Portugal S.A. (organized in Portugal)

14.Adenza Spain S.L. (organized in Spain)

15.Adenza Technology (DIFC) Ltd. (organized in Dubai)

16.Adenza Technology de Mexico, S. de R.L. de C.V. (organized in Mexico)

17.AS Pensionikeskus AS (organized in Estonia)

18.Axioma SD, Ltd. (organized in Russia)

19.AxiomSL Holdings B.V. (organized in the Netherlands)

20.Calypso Software (Beijing) Co Ltd. (organized in China)

21.Calypso Technology Pte. Ltd. (organized in Singapore)

22.Cinnober Financial Technology AB (organized in Sweden)

23.Ensoleillement Inc. (organized in Canada)

24.eVestment Alliance (UK) Limited (organized in the United Kingdom)

25.eVestment Alliance Australia Pty Ltd (organized in Australia)

26.Indxis Ltd (organized in the United Kingdom)

27.Metrio Software Inc. (organized in Quebec)

28.Nasdaq (Asia Pacific) Pte. Ltd. (organized in Singapore)

29.Nasdaq AB (organized in Sweden)

30.Nasdaq Arabia Limited (organized in Saudi Arabia)

31.Nasdaq Australia Holding Pty Ltd (organized in Australia)

32.NASDAQ Canada Inc. (organized in Canada)

33.Nasdaq Clearing AB (organized in Sweden)

34.Nasdaq Copenhagen A/S (organized in Denmark)

35.Nasdaq Corporate Solutions (India) Private Limited (organized in India)

36.Nasdaq Corporate Solutions International Limited (organized in the United Kingdom)

37.Nasdaq CSD SE (organized in Latvia)

38.Nasdaq CXC Limited (organized in Canada)

39.Nasdaq Exchange and Clearing Services AB (organized in Sweden)

40.Nasdaq France SARL (organized in France)

41.Nasdaq Germany GmbH (organized in Germany)

42.Nasdaq Helsinki Ltd (organized in Finland)

43.Nasdaq Holding AB (organized in Sweden)

44.Nasdaq Holding Denmark A/S (organized in Denmark)

45.Nasdaq Iceland hf. (organized in Iceland)

46.Nasdaq International Ltd (organized in the United Kingdom)

47.Nasdaq Limited (organized in the United Kingdom)

48.Nasdaq Ltd. (organized in Hong Kong)

49.NASDAQ Korea Ltd (organized in South Korea)

50.Nasdaq Nordic Ltd (organized in Finland)

Exhibit 21.1

51.Nasdaq Oslo ASA (organized in Norway)

52.Nasdaq Pty Ltd (organized in Australia)

53.Nasdaq Riga, AS (organized in Latvia) (92.98% owned, directly or indirectly, by Nasdaq, Inc.)

54.Nasdaq Singapore Pte. Ltd. (organized in Singapore)

55.Nasdaq Spot AB (organized in Sweden)

56.Nasdaq Stockholm AB (organized in Sweden)

57.Nasdaq Tallinn AS (organized in Estonia)

58.Nasdaq Technology (Japan) Ltd (organized in Japan)

59.Nasdaq Technology AB (organized in Sweden)

60.Nasdaq Technology Energy Systems AS (organized in Norway)

61.Nasdaq Technology Italy Srl (organized in Italy)

62.Nasdaq Teknoloji Servisi Limited Sirketi (organized in Turkey)

63.Nasdaq Treasury AB (organized in Sweden)

64.Nasdaq Vilnius Services UAB (organized in Lithuania)

65.OMX Treasury Euro AB (organized in Sweden) (99.9% owned, directly or indirectly, by Nasdaq, Inc.)

66.OMX Treasury Euro Holding AB (organized in Sweden)

67.Puro.earth (organized in Finland) (70% owned, directly or indirectly, by Nasdaq, Inc.)

68.Quandl, Inc. (organized in Canada, Federal)

69.SMARTS Broker Compliance Pty Ltd (organized in Australia)

70.SMARTS Market Surveillance Pty Ltd (organized in Australia)

71.Sybenetix Limited (organized in the United Kingdom)

72.Sybenetix Ukraine (organized in the Ukraine)

73.TOV AxiomSL (organized in the Ukraine)

74.Verafin Solutions ULC (organized in Canada)

* The list of subsidiaries does not include not-for-profit entities or foreign branches of subsidiaries, or entities in which Nasdaq owns less than 50% of the entity.

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-8 No. 333-291192) of Nasdaq, Inc. Equity Incentive Plan,

(2)Registration Statement (Form S-3 No. 333-279011) of Nasdaq, Inc.,

(3)Registration Statement (Form S-8 No. 333-265824) pertaining to The Nasdaq, Inc. Deferred Compensation Plan,

(4)Registration Statement (Form S-8 No. 333-239891) pertaining to Nasdaq, Inc. Employee Stock Purchase Plan,

(5)Registration Statement (Form S-8 No. 333-225218) pertaining to Nasdaq, Inc. Equity Incentive Plan,

(6)Registration Statement (Form S-8 No. 333-196838) pertaining to Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) Equity Incentive Plan,

(7)Registration Statement (Form S-8 No. 333-167724) pertaining to Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) Employee Stock Purchase Plan,

(8)Registration Statement (Form S-8 No. 333-167723) pertaining to Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) Equity Incentive Plan,

(9)Registration Statement (Form S-8 No. 333-110602) pertaining to The Nasdaq Stock Market, Inc. Equity Incentive Plan,

(10)Registration Statement (Form S-8 No. 333-106945) pertaining to the Employment Agreement with Robert Greifeld of The Nasdaq Stock Market, Inc.,

(11)Registration Statement (Form S-8 No. 333-76064) pertaining to The Nasdaq Stock Market, Inc. 2000 Employee Stock Purchase Plan,

(12)Registration Statement (Form S-8 No. 333-72852) pertaining to The Nasdaq Stock Market, Inc. 2000 Employee Stock Purchase Plan,

(13)Registration Statement (Form S-8 No. 333-70992) pertaining to The Nasdaq Stock Market, Inc. Equity Incentive Plan, and

of our reports dated February 12, 2026 with respect to the consolidated financial statements of Nasdaq, Inc. and the effectiveness of internal control over financial reporting of Nasdaq, Inc. included in this Annual Report (Form 10-K) of Nasdaq, Inc. for the year ended December 31, 2025.

/s/ Ernst & Young LLP

New York, New York

February 12, 2026

Document

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for her and in her name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Melissa M. Arnoldi

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for her and in her name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Charlene T. Begley

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for him and in his name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Essa Kazim

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for him and in his name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Thomas A. Kloet

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for her and in her name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Kathryn A. Koch

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for him and in his name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Holden Spaht

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for him and in his name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Michael R. Splinter

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for him and in his name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Johan Torgeby

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for her and in her name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Toni Townes-Whitley

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for him and in his name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Jeffery W. Yabuki

Signature

Exhibit 24.1

POWER OF ATTORNEY

ANNUAL REPORT ON FORM 10-K

NASDAQ, INC.

Know all persons by these presents, that the undersigned, a director of Nasdaq, Inc., a Delaware corporation, hereby constitutes and appoints John A. Zecca and Erika Moore, and each of them acting individually, the undersigned’s true and lawful attorneys-in-fact and agents, each with full power and substitution and resubstitution, for him and in his name, place, and stead, in any case and all capacities to:

(1) execute for and on behalf of the undersigned, an Annual Report on Form 10-K of Nasdaq, Inc. for the fiscal year ended December 31, 2025, including any and all amendments and additions thereto (collectively, the “Annual Report”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file, or cause to be filed, the Annual Report with all exhibits thereto (including this Power of Attorney), and other documents in connection therewith, with the United States Securities and Exchange Commission; and

(3) take any other action or any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2026.

/s/ Alfred W. Zollar

Signature

Document

Exhibit 31.1

CERTIFICATION

I, Adena T. Friedman, certify that:

1. I have reviewed this Annual Report on Form 10-K of Nasdaq, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/    Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer

Date: February 12, 2026

Document

Exhibit 31.2

CERTIFICATION

I, Sarah Youngwood, certify that:

1. I have reviewed this Annual Report on Form 10-K of Nasdaq, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Sarah Youngwood
Name:	Sarah Youngwood
Title:	Executive Vice President and Chief Financial Officer

Date: February 12, 2026

Document

Exhibit 32.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Nasdaq, Inc. (the “Company”) for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Adena T. Friedman, as Chief Executive Officer of the Company, and Sarah Youngwood, as Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of her knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

	/s/   Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer
Date:	February 12, 2026
	/s/   Sarah Youngwood
Name:	Sarah Youngwood
Title:	Executive Vice President and Chief Financial Officer
Date:	February 12, 2026