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 | ||
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
___________________________________
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||
(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 | ||
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.
☒ | 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 | shares | ||
Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | |
i
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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 LLC, or NYSE, and the NYSE American LLC, or 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.
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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.
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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.
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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.
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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
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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.
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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
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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
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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.
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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.
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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.
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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.
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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.
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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
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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
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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
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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,
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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.
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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.
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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
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
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.
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
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
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
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.
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
needed, more frequent reports on cybersecurity and
information security matters from our Chief Information
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
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 of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||
October 2025 | ||||||||
Share repurchase program | 1,812,219 | $88.59 | 1,812,219 | $1,254 | ||||
Employee transactions | 25,679 | $89.10 | N/A | N/A | ||||
November 2025 | ||||||||
Share repurchase program | 760,264 | $91.47 | 760,264 | $1,185 | ||||
Employee transactions | 11,491 | $85.49 | N/A | N/A | ||||
December 2025 | ||||||||
Share repurchase program | 622,256 | $89.24 | 622,256 | $1,129 | ||||
Employee transactions | 33,186 | $90.22 | N/A | N/A | ||||
Total Quarter Ended December 31, 2025 | ||||||||
Share repurchase program | 3,194,739 | $89.40 | 3,194,739 | $1,129 | ||||
Employee 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. 2024 | 2024 vs. 2023 | ||||
(in millions, except per share amounts) | ||||||||
Revenues less transaction- based expenses | $5,249 | $4,649 | $3,895 | 12.9% | 19.4% | |||
Operating expenses | 2,918 | 2,851 | 2,317 | 2.3% | 23.0% | |||
Operating income | $2,331 | $1,798 | $1,578 | 29.7% | 13.9% | |||
Net income attributable to Nasdaq | $1,788 | $1,117 | $1,059 | 60.1% | 5.5% | |||
Diluted earnings per share | $3.09 | $1.93 | $2.08 | 60.3% | (7.4)% | |||
Cash dividends declared per common 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 annual listing fees within our Data & Listing Services business | |
◦ | Index data subscriptions and guaranteed minimum on futures contracts within our Index business | |
◦ | Subscription contracts under our Workflow & Insights business | |
▪ | Financial Technology | |
◦ | Subscription contracts excluding non-recurring professional services. | |
▪ | Other includes ARR related to our Solovis business 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Capital Access Platforms | $2,137 | $1,945 | $1,744 | 9.9% | 11.5% | |||
Financial Technology | 1,850 | 1,621 | 1,099 | 14.1% | 47.5% | |||
Market Services | 4,214 | 3,771 | 3,156 | 11.7% | 20.9% | |||
Other revenues | 61 | 63 | 65 | (4.1)% | (3.1)% | |||
Total revenues | $8,262 | $7,400 | $6,064 | 11.6% | 22.0% | |||
Transaction rebates | (2,572) | (2,026) | (1,838) | 26.9% | 10.2% | |||
Brokerage, clearance and exchange fees | (441) | (725) | (331) | (39.1)% | 119.1% | |||
Total revenues less transaction- based 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Data & Listing Services | $804 | $754 | $749 | 6.7% | 0.7% | |||
Index | 827 | 706 | 528 | 17.1% | 33.7% | |||
Workflow & Insights | 506 | 485 | 467 | 4.4% | 3.9% | |||
Total Capital Access 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 Nasdaq Nordic and Nasdaq Baltic | 19 | 14 | 7 | ||
Total new listings | |||||
The Nasdaq Stock Market | 784 | 463 | 330 | ||
Exchanges that comprise Nasdaq Nordic and Nasdaq 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 Nasdaq Nordic and Nasdaq 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 Year Ended December 31, | ||||||
2025 | 2024 | 2023 | ||||
Number of licensed ETPs | 451 | 401 | 364 | |||
TTM change in period end ETP AUM tracking Nasdaq indices (in billions) | ||||||
Beginning balance | $647 | $473 | $315 | |||
Net appreciation | 136 | 110 | 128 | |||
Net impact of ETP sponsor switches | — | (16) | (1) | |||
Net inflows | 99 | 80 | 31 | |||
Ending balance | $882 | $647 | $473 | |||
Annual average ETP AUM tracking Nasdaq indices (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 Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in millions) | |||||
ARR | $495 | $473 | $456 | ||
Quarterly annualized SaaS 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Financial Crime Management Technology | $331 | $273 | $223 | 21.5% | 22.2% | |||
Regulatory Technology | 428 | 352 | 212 | 21.5% | 66.3% | |||
Capital Markets Technology | 1,091 | 996 | 664 | 9.5% | 50.0% | |||
Total Financial 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 Year Ended December 31, | ||||||
2025 | 2024 | 2023 | ||||
(in millions) | ||||||
ARR and Quarterly annualized 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 Year Ended December 31, | ||||||
2025 | 2024 | 2023 | ||||
(in millions) | ||||||
ARR | $407 | $354 | $325 | |||
Quarterly annualized SaaS 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 Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in millions) | |||||
ARR | $975 | $868 | $799 | ||
Quarterly annualized SaaS 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Market Services | $4,214 | $3,771 | $3,156 | 11.7% | 20.9% | |||
Transaction-based expenses: | ||||||||
Transaction rebates | (2,572) | (2,026) | (1,838) | 26.9% | 10.2% | |||
Brokerage, clearance and exchange fees | (441) | (725) | (331) | (39.1)% | 119.1% | |||
Total Market 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
U.S. Equity Derivative Trading | $463 | $395 | $374 | 17.2% | 5.7% | |||
Cash Equity Trading | 515 | 430 | 397 | 19.9% | 8.3% | |||
U.S. Tape plans | 139 | 125 | 141 | 11.1% | (11.5)% | |||
Other | 84 | 70 | 75 | 18.9% | (6.2)% | |||
Total Market 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
U.S. Equity Derivative Trading 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 rebates | (1,236) | (1,030) | (879) | 20.0% | 17.1% | |||
Section 31 fees | (47) | (87) | (55) | (46.1)% | 56.9% | |||
Brokerage and clearance fees | (3) | (3) | (4) | (8.6)% | (16.5)% | |||
U.S. Equity Derivative Trading 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 (in millions) | 55.8 | 44.4 | 40.4 | ||
Nasdaq PHLX matched market share | 10.3% | 10.0% | 11.3% | ||
The Nasdaq Options Market matched market share | 3.5% | 5.5% | 6.1% | ||
Nasdaq BX Options matched market share | 1.6% | 2.1% | 3.3% | ||
Nasdaq ISE Options matched market share | 6.7% | 6.9% | 5.9% | ||
Nasdaq GEMX Options matched market share | 3.6% | 2.6% | 2.4% | ||
Nasdaq MRX Options matched market share | 3.4% | 2.7% | 2.0% | ||
Total matched market share 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Cash Equity Trading Revenues | $1,847 | $1,428 | $1,355 | 29.4% | 5.4% | |||
Section 31 fees | 366 | 611 | 253 | (40.0%) | 141.7% | |||
Transaction-based expenses: | ||||||||
Transaction rebates | (1,307) | (974) | (939) | 34.1% | 3.8% | |||
Section 31 fees | (366) | (611) | (253) | (40.0%) | 141.7% | |||
Brokerage and clearance fees | (25) | (24) | (19) | 2.8% | 29.5% | |||
Cash equity trading revenues, 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 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 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 executed on Nasdaq’s exchanges | 14.2% | 15.6% | 16.5% | ||
Market share reported to the FINRA/Nasdaq Trade Reporting 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 trades executed on Nasdaq’s exchanges | 710,314 | 651,455 | 666,411 | ||
Total average daily value of shares traded (in billions) | $5.1 | $4.5 | $4.5 | ||
Total market share executed on 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
U.S. Tape 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. 2024 | 2024 vs. 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Compensation and benefits | $1,392 | $1,324 | $1,082 | 5.1% | 22.4% | |||
Professional and contract services | 160 | 152 | 128 | 5.2% | 18.4% | |||
Technology and communication infrastructure | 316 | 281 | 233 | 12.3% | 20.9% | |||
Occupancy | 124 | 112 | 129 | 9.6% | (12.9)% | |||
General, administrative and other | 75 | 109 | 113 | (29.8)% | (3.6)% | |||
Marketing and advertising | 65 | 54 | 47 | 20.2% | 16.4% | |||
Depreciation and amortization | 632 | 613 | 323 | 3.1% | 89.3% | |||
Regulatory | 52 | 55 | 34 | (6.2)% | 60.8% | |||
Merger and strategic initiatives | 60 | 35 | 148 | 72.8% | (76.5)% | |||
Restructuring charges | 42 | 116 | 80 | (63.5)% | 44.3% | |||
Total operating 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Interest income | $39 | $28 | $115 | 37.5% | (75.5)% | |||
Interest expense | (367) | (414) | (284) | (11.4)% | 45.6% | |||
Net interest expense | (328) | (386) | (169) | (15.0)% | 128.3% | |||
Net gain on divestitures | 86 | — | — | 100.0% | —% | |||
Other income (loss) | (27) | 21 | (1) | (224.3)% | (5,232.5)% | |||
Net income (loss) from unconsolidated investees | 83 | 16 | (7) | 414.8% | (328.7)% | |||
Total non- operating 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Interest expense on debt | $354 | $398 | $272 | (11.2)% | 46.3% | |||
Accretion of debt issuance costs and debt 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. 2024 | 2024 vs. 2023 | ||||
(in millions) | ||||||||
Income tax 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 amounts) | |||||
U.S. GAAP net income attributable to Nasdaq | $1,788 | $1,117 | $1,059 | ||
Non-GAAP adjustments: | |||||
Adenza purchase accounting adjustment | — | 34 | — | ||
Amortization expense of acquired intangible assets | 487 | 488 | 206 | ||
Merger and strategic initiatives expense | 60 | 35 | 148 | ||
Restructuring charges | 42 | 116 | 80 | ||
Lease asset impairments | — | — | 25 | ||
(Gain) loss on extinguishment of debt | (18) | 4 | — | ||
Net gain on divestitures | (86) | — | — | ||
Net (income) loss from 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, net of tax | $226 | $514 | $374 | ||
Non-GAAP net income 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- GAAP tax rate | 5.7% | 0.7% | 0.4% | ||
Non-GAAP effective tax rate | 22.4% | 23.8% | 25.0% | ||
Weighted-average common shares outstanding for diluted earnings per share | 578.6 | 579.2 | 508.4 | ||
U.S. GAAP diluted earnings per share | $3.09 | $1.93 | $2.08 | ||
Total adjustments from non- GAAP net income | 0.39 | 0.89 | 0.74 | ||
Non-GAAP diluted earnings per 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 years | 3-5 years | 5+ years |
Debt obligation by contractual maturity | $14,240 | $760 | $1,415 | $1,952 | $10,113 |
Operating lease 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 Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar | |
(in millions, except currency rate) | |||||
Year Ended December 31, 2025 | |||||
Average FX rate to the U.S. dollar | 1.128 | 0.102 | 0.716 | # | N/A |
Percentage of revenues less transaction- based expenses | 7.7% | 3.3% | 0.6% | 3.5% | 84.9% |
Percentage of operating income | 8.6% | (2.8)% | (6.4)% | (9.8)% | 110.4% |
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses | $(40) | $(17) | $(3) | $(18) | $— |
Impact of a 10% adverse currency fluctuation on operating income | $(20) | $(7) | $(15) | $(23) | $— |
Euro | Swedish Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar | |
(in millions, except currency rate) | |||||
Year Ended December 31, 2024 | |||||
Average FX rate to the U.S. dollar | 1.082 | 0.095 | 0.730 | # | N/A |
Percentage of revenues less transaction- based expenses | 7.9% | 3.4% | 0.7% | 3.7% | 84.3% |
Percentage of operating income | 11.8% | (5.9)% | (7.8)% | (10.5)% | 112.4% |
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses | $(37) | $(16) | $(3) | $(17) | $— |
Impact of a 10% adverse currency fluctuation on operating 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% Adverse Currency 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
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 shares to be issued upon exercise of outstanding options, warrants and rights(a) | Weighted- average exercise price of outstanding options, warrants and rights(b) | Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column(a))(c) | |||
Equity compensation plans approved by stockholders | 1,420,323 | $41.79 | 31,636,261 | |||
Equity compensation plans not approved by 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 Number | ||
Share Purchase Agreement, dated as of November 18, 2020, by and among Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq, Verafin Holdings Inc., certain shareholders of Verafin (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers (incorporated herein by reference to Exhibit 2.2 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021).† | ||
Amendment to Share Purchase Agreement, dated as of February 11, 2021, by and among Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq, Verafin Holdings Inc., certain shareholders of Verafin (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers (incorporated herein by reference to Exhibit 2.3 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021). | ||
Agreement and Plan of Merger, dated as of June 10, 2023, by and among Nasdaq, Inc., Argus Merger Sub 1, Inc., Argus Merger Sub 2, LLC, Adenza Holdings, Inc. and Adenza Parent, LP. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on June 12, 2023).† | ||
Amended and Restated Certificate of Incorporation of Nasdaq (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 28, 2014). | ||
Certificate of Elimination of Nasdaq’s Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1.1 to the Current Report on Form 8-K filed on January 28, 2014). | ||
Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8- K filed on November 19, 2014). | ||
Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8- K filed on September 8, 2015). | ||
Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8- K filed on July 20, 2022). | ||
Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8- K filed on January 16, 2026). | ||
Nasdaq’s Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on January 16, 2026). | ||
Form of Common Stock certificate (incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed on November 4, 2015). | ||
Stockholders’ Agreement, dated as of February 27, 2008, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 3, 2008). | ||
First Amendment to Stockholders’ Agreement, dated as of February 19, 2009, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 4.10.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). | ||
60
Second Amendment to Nasdaq Stockholders’ Agreement, dated as of March 19, 2024, by and between Nasdaq, Inc. and Borse Dubai Limited (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 20, 2024). | ||
Registration Rights Agreement, dated as of February 27, 2008, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 3, 2008). | ||
First Amendment to Registration Rights Agreement, dated as of February 19, 2009, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 4.11.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). | ||
Stockholders’ Agreement, dated as of December 16, 2010, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Investor AB (incorporated herein by reference to Exhibit 4.12 to the Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 24, 2011). | ||
First Amendment to Nasdaq Stockholders’ Agreement, dated as of December 14, 2022, between Nasdaq, Inc. and Investor AB (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 16, 2022). | ||
Stockholders’ Agreement, dated as of November 1, 2023, by and among Nasdaq, Inc., Adenza Parent, LP and Thoma Bravo, L.P. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 3, 2023). | ||
Registration Rights Agreement, dated as of November 1, 2023, by and among Nasdaq, Inc. and Adenza Parent, LP. (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on November 3, 2023). | ||
Indenture, dated as of June 7, 2013, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 10, 2013). | ||
Fourth Supplemental Indenture, dated as of June 7, 2016, among Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 7, 2016). | ||
Sixth Supplemental Indenture, dated as of April 1, 2019, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Form 8-A filed on April 1, 2019). | ||
Seventh Supplemental Indenture, dated February 13, 2020, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-A filed on February 13, 2020). | ||
Eighth Supplemental Indenture, dated April 28, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 28, 2020). | ||
Tenth Supplemental Indenture, dated December 21, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on December 21, 2020). | ||
Eleventh Supplemental Indenture, dated December 21, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on December 21, 2020). | ||
Twelfth Supplemental Indenture, dated July 30, 2021, by and among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee and HSBC Bank USA, National Association, as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-A filed on July 30, 2021). | ||
Thirteenth Supplemental Indenture, dated as of March 7, 2022, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 7, 2022). | ||
Fourteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 28, 2023). | ||
Fifteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 28, 2023). | ||
61
Sixteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on June 28, 2023). | ||
Seventeenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.5 to the Current Report on Form 8-K filed on June 28, 2023). | ||
Eighteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.6 to the Current Report on Form 8-K filed on June 28, 2023). | ||
Nineteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee and HSBC Bank USA, National Association, as paying agent, registrar and transfer agent (incorporated herein by reference to Exhibit 4.7 to the Current Report on Form 8-K filed on June 28, 2023). | ||
Description of Securities. | ||
Board Compensation Policy, as amended and restated, effective on June 11, 2025 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed on July 25, 2025).* | ||
Nasdaq Executive Corporate Incentive Plan, effective as of January 1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 11, 2015).* | ||
Nasdaq, Inc. Equity Incentive Plan (as amended and restated as of April 24, 2018) (incorporated herein by reference to Exhibit 10.1 to the Form S-8 filed on May 25, 2018).* | ||
Form of Nasdaq Non-Qualified Stock Option Award Certificate (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 24, 2011).* | ||
Form of Nasdaq Restricted Stock Unit Award Certificate (employees) (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed on July 25, 2025).* | ||
Form of Nasdaq Restricted Stock Unit Award Certificate (directors) (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed on July 25, 2025).* | ||
Form of Nasdaq Three-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed on July 25, 2025).* | ||
Form of Nasdaq Two-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed on August 6, 2024).* | ||
Form of Nasdaq Continuing Obligations Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022). | ||
Amended and Restated Supplemental Executive Retirement Plan, dated as of December 17, 2008 (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | ||
Amendment No. 1 to Amended and Restated Supplemental Executive Retirement Plan, effective as of December 31, 2008 (incorporated herein by reference to Exhibit 10.6.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | ||
Nasdaq Supplemental Employer Retirement Contribution Plan, dated as of December 17, 2008 (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | ||
Nasdaq, Inc. Deferred Compensation Plan, effective July 1, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 16, 2022).* | ||
Nonqualified Stock Option Award Certificate to Adena T. Friedman from Nasdaq, Inc. in connection with grant made on January 3, 2017 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 7, 2017).* | ||
Employment Agreement between Nasdaq and Adena Friedman, made and entered into on November 19, 2021 and effective as of January 1, 2022 (incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022).* | ||
Nonqualified Stock Option Award Certificate to Adena T. Friedman from Nasdaq, Inc. in connection with grant made on January 3, 2022 (incorporated herein by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022).* | ||
62
Employment Agreement between Nasdaq, Inc. and Adena T. Friedman, dated as of March 11, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on April 28, 2025).* | ||
Employment Agreement by and between Nasdaq, Inc. and Bradley J. Peterson, dated June 22, 2022 (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed on August 3, 2022).* | ||
Employment Agreement between Nasdaq, Inc. and Bradley J, Peterson, dated as of March 10, 2025 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on April 28, 2025).* | ||
Employment Offer Letter by and between Nasdaq, Inc. and Michelle Daly dated January 29, 2021 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 3, 2021).* | ||
Employment Agreement between Nasdaq, Inc. and Tal Cohen, dated as of March 10, 2025 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10- Q for the quarter ended March 31, 2025 filed on April 28, 2025).* | ||
Employment Offer Letter by and between Nasdaq, Inc. and Sarah Youngwood, dated as of August 31, 2023 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed on November 3, 2023).* | ||
Nasdaq Change in Control Severance Plan For Non-CEO Presidents, Executive Vice Presidents and Senior Vice Presidents, effective November 26, 2013, as amended December 6, 2022 (incorporated herein by reference to Exhibit 10.19 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023).* | ||
Amended and Restated Credit Agreement, dated as of December 16, 2022, among Nasdaq, Inc., the various lenders and issuing bank party thereto and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 16, 2022).† | ||
Amendment No. 1 to Amended and Restated Credit Agreement, dated as of March 29, 2023, among Nasdaq, Inc., the Lenders party hereto, Bank of America, N.A., as administrative agent and BofA Securities, Inc., as Sustainability Coordinator (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed on May 4, 2023).† | ||
Amendment No. 2 to Amended and Restated Credit Agreement, dated as of June 16, 2023, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 20, 2023). | ||
Amendment No. 3 to Amended and Restated Credit Agreement, dated as of August 2, 2024, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on October 29, 2024).† | ||
Amendment No. 4 to Amended and Restated Credit Agreement, dated as of December 16, 2024, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto, Bank of America, N.A., as administrative agent and BofA Securities, Inc., as sustainability coordinator (incorporated herein by reference to Exhibit 10.26 to the Annual Report on Form 10- K for the year ended December 31, 2024, filed on February 21, 2025).† | ||
Form of Commercial Paper Dealer Agreement between Nasdaq, Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8- K filed on April 26, 2017). | ||
Statement regarding computation of per share earnings (incorporated herein by reference from Note 13 to the consolidated financial statements under Part II, Item 8 of this Form 10-K). | ||
Insider Trading Policy. | ||
List of all subsidiaries. | ||
Consent of Ernst & Young LLP. | ||
Powers of Attorney. | ||
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). | ||
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley. | ||
Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley. | ||
Supplemental Executive Officer Recoupment Policy (incorporated herein by reference to Exhibit 97.1 to the Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 21, 2024).* | ||
63
101 | The following materials from the Nasdaq, Inc. Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) notes to consolidated financial statements. | |
104 | Cover Page Interactive Data File, formatted in 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 Chair of the Board |
By: | /s/ Sarah Youngwood |
Name: | Sarah Youngwood |
Title: | Executive Vice President and Chief Financial Officer |
By: | /s/ Michelle Daly |
Name: | Michelle Daly |
Title: | Senior Vice President, Controller and 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
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 revenue recognition | |
Description of the Matter | As described in Notes 2 and 3 to the consolidated financial statements, the Company recognizes revenue within its Regulatory Technology and Capital Markets Technology products for AxiomSL and Calypso on-premises license agreements, respectively. The AxiomSL on-premises software offering includes both license and post-contract customer support, which includes frequent and ongoing mandatory regulatory updates. Both the AxiomSL on-premises license and the post-contract customer support, inclusive of the frequent and ongoing mandatory regulatory updates, are accounted for as a single performance obligation and recognized ratably over the contract term. For the on-premises Calypso capital markets product, distinct performance obligations are recognized for the license and post-contract customer support and the performance obligation of the on-premises license revenue is recognized upfront at the point in time when the software is made available to the user. Post-contract customer support is recognized over time on a ratable basis over the contract period. Auditing the Company’s identification of performance obligations along with the timing over which those performance obligations are satisfied for the acquired AxiomSL and Calypso on-premises license agreements required complex judgment. |
F-3
How We Addressed the Matter in Our Audit | We obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products. To test the Company’s judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Company’s AxiomSL and Calypso service offerings and evaluating management’s conclusions regarding which were distinct. We read a sample of executed contracts to assess management’s evaluation of significant terms, including the determination of distinct performance obligations. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1986.
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 | $ | $ | |
Restricted cash and cash equivalents | |||
Default funds and margin deposits (including restricted cash and cash equivalents of $ | |||
Financial investments | |||
Receivables, net | |||
Other current assets | |||
Total current assets | |||
Property and equipment, net | |||
Goodwill | |||
Intangible assets, net | |||
Operating lease assets | |||
Other non-current assets | |||
Total assets | $ | $ | |
Liabilities | |||
Current liabilities: | |||
Accounts payable and accrued expenses | $ | $ | |
Section 31 fees payable to SEC | |||
Accrued personnel costs | |||
Deferred revenue | |||
Other current liabilities | |||
Default funds and margin deposits | |||
Short-term debt | |||
Total current liabilities | |||
Long-term debt | |||
Deferred tax liabilities, net | |||
Operating lease liabilities | |||
Other non-current liabilities | |||
Total liabilities | |||
Commitments and contingencies | |||
Equity | |||
Nasdaq stockholders’ equity: | |||
Common stock, $ outstanding: | |||
Additional paid-in capital | |||
Common stock in treasury, at cost: | ( | ( | |
Accumulated other comprehensive loss | ( | ( | |
Retained earnings | |||
Total Nasdaq stockholders’ equity | |||
Noncontrolling interests | |||
Total equity | |||
Total liabilities and equity | $ | $ |
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 | $ | $ | $ | ||
Financial Technology | |||||
Market Services | |||||
Other revenues | |||||
Total revenues | |||||
Transaction-based expenses: | |||||
Transaction rebates | ( | ( | ( | ||
Brokerage, clearance and exchange fees | ( | ( | ( | ||
Revenues less transaction-based expenses | |||||
Operating expenses: | |||||
Compensation and benefits | |||||
Professional and contract services | |||||
Technology and communication infrastructure | |||||
Occupancy | |||||
General, administrative and other | |||||
Marketing and advertising | |||||
Depreciation and amortization | |||||
Regulatory | |||||
Merger and strategic initiatives | |||||
Restructuring charges | |||||
Total operating expenses | |||||
Operating income | |||||
Interest income | |||||
Interest expense | ( | ( | ( | ||
Net gain on divestitures | |||||
Other income (loss) | ( | ( | |||
Net income (loss) from unconsolidated investees | ( | ||||
Income before income taxes | |||||
Income tax provision | |||||
Net income | |||||
Net loss attributable to noncontrolling interests | |||||
Net income attributable to Nasdaq | $ | $ | $ | ||
Per share information: | |||||
Basic earnings per share | $ | $ | $ | ||
Diluted earnings per share | $ | $ | $ | ||
Cash dividends declared per common share | $ | $ | $ | ||
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 | $ | $ | $ | ||
Other comprehensive income (loss): | |||||
Foreign currency translation gains (losses) | ( | ||||
Income tax benefit (expense)(1) | ( | ||||
Foreign currency translation, net | ( | ||||
Employee benefit plan adjustment | ( | ||||
Income tax expense | ( | ( | |||
Employee benefit plan, net | ( | ||||
Unrealized gain (loss) on derivatives instruments, net | ( | ||||
Total other comprehensive income (loss), net of tax | ( | ||||
Comprehensive income | |||||
Comprehensive loss attributable to noncontrolling interests | |||||
Comprehensive income attributable to Nasdaq | $ | $ | $ | ||
____________
(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 | |||||||||||
Acquisition-related stock issuance | |||||||||||
Ending balance | |||||||||||
Additional paid-in capital | |||||||||||
Beginning balance | |||||||||||
Share repurchase program | ( | ( | ( | ( | ( | ( | |||||
Share-based compensation | |||||||||||
Acquisition-related stock issuance | |||||||||||
Other issuances of common stock, net | |||||||||||
Ending balance | |||||||||||
Common stock in treasury, at cost | |||||||||||
Beginning balance | ( | ( | ( | ||||||||
Employee shares withheld | ( | ( | ( | ( | ( | ( | |||||
Ending balance | ( | ( | ( | ||||||||
Accumulated other comprehensive loss | |||||||||||
Beginning balance | ( | ( | ( | ||||||||
Other comprehensive income (loss) | ( | ||||||||||
Ending balance | ( | ( | ( | ||||||||
Retained earnings | |||||||||||
Beginning balance | |||||||||||
Net income attributable to Nasdaq | |||||||||||
Cash dividends declared and paid | ( | ( | ( | ||||||||
Ending balance | |||||||||||
Total Nasdaq stockholders’ equity | |||||||||||
Noncontrolling interests | |||||||||||
Beginning balance | |||||||||||
Net activity related to noncontrolling interests | ( | ( | ( | ||||||||
Ending balance | |||||||||||
Total Equity | $ | $ | $ | ||||||||
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 | $ | $ | $ | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | |||||
Share-based compensation | |||||
Deferred income tax expense (benefit) | ( | ||||
Extinguishment of debt and bridge fees | |||||
Net gain on divestitures | ( | ||||
Non-cash restructuring charges | |||||
Net (income) loss from unconsolidated investees | ( | ( | |||
Operating lease asset impairments | |||||
Adenza purchase accounting adjustment | |||||
Other reconciling items included in net income | |||||
Net change in operating assets and liabilities, excluding the effects of divestitures: | |||||
Receivables, net | ( | ||||
Other assets | ( | ( | |||
Accounts payable and accrued expenses | ( | ( | |||
Section 31 fees payable to SEC | ( | ( | |||
Accrued personnel costs | |||||
Deferred revenue | |||||
Other liabilities | ( | ||||
Net cash provided by operating activities | |||||
Cash flows from investing activities: | |||||
Purchases of securities | ( | ( | ( | ||
Proceeds from sales and redemptions of securities | |||||
Proceeds from divestitures, net of cash divested | |||||
Acquisition of businesses, net of cash and cash equivalents acquired | ( | ||||
Purchases of property and equipment | ( | ( | ( | ||
Investments related to default funds and margin deposits, net(1) | ( | ( | ( | ||
Other investing activities | ( | ( | ( | ||
Net cash used in investing activities | ( | ( | ( | ||
Cash flows from financing activities: | |||||
Repayments of commercial paper, net | ( | ( | |||
Repayments of debt and credit commitment | ( | ( | ( | ||
Proceeds from issuances of debt, net of issuance costs | |||||
Repurchases of common stock | ( | ( | ( | ||
Dividends paid | ( | ( | ( | ||
Payments related to employee shares withheld for taxes | ( | ( | ( | ||
Default funds and margin deposits | ( | ( | |||
Other financing activities | |||||
Net cash provided by (used in) financing activities | ( | ( | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | ( | ||||
Net decrease in cash and cash equivalents and restricted cash and cash equivalents | ( | ( | |||
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | |||||
Cash and cash equivalents, restricted cash and cash equivalents at end of period | $ | $ | $ | ||
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | |||||
Cash and cash equivalents | $ | $ | $ | ||
Restricted cash and cash equivalents | |||||
Restricted cash and cash equivalents (default funds and margin deposits) | |||||
Total | $ | $ | $ | ||
Supplemental Disclosure Cash Flow Information | |||||
Cash paid for: | |||||
Interest paid | $ | $ | $ | ||
Income taxes paid, net of refunds | $ | $ | $ | ||
__________________________
(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
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
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.
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.
to the current year presentation. In addition, certain
percentages and per share amounts herein may not sum or
recalculate due to rounding.
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
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 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
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.
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.
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
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.
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.
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
“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, 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.
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
See Note 16, “Leases,” for further discussion.
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.
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
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-
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-
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
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
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.
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
for further discussion.
F-19
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.
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
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.
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
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.
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.
We have evaluated subsequent events through the issuance
•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
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 | $ | $ | $ | ||
Index | |||||
Workflow & Insights | |||||
Financial Technology | |||||
Financial Crime Management Technology | |||||
Regulatory Technology | |||||
Capital Markets Technology | |||||
Market Services, net | |||||
Other revenues | |||||
Revenues less transaction- based expenses | $ | $ | $ | ||
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.
transaction price allocated to performance obligations that are
unsatisfied, for contract durations greater than one year, as of
December 31, 2025:
Financial Crime Management Technology | Regulatory Technology | Capital Markets Technology | Workflow & Insights | Total | |||||
(in millions) | |||||||||
2026 | $ | $ | $ | $ | $ | ||||
2027 | |||||||||
2028 | |||||||||
2029 | |||||||||
2030 | |||||||||
2031+ | |||||||||
Total | $ | $ | $ | $ | $ | ||||
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
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, except price per share) | |
Shares of Nasdaq common stock issued | |
Closing price per share of Nasdaq common stock on November 1, 2023 | $ |
Fair value of equity portion of the purchase consideration | $ |
Cash consideration | $ |
Total purchase consideration | $ |
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
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 | $ |
Acquired intangible assets | |
Receivables, net | |
Other net assets acquired | |
Cash and cash equivalents | |
Accrued personnel costs | ( |
Deferred revenue | ( |
Deferred tax liability on acquired intangible assets | ( |
Total purchase consideration | $ |
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
assets at the date of acquisition. Acquired intangible assets
with finite lives are amortized using the straight-line method.
Customer Relationships | Technology | Trade Names | Total Acquired Intangible Assets | |
Intangible asset value (in millions) | $ | $ | $ | $ |
Discount rate used | ||||
Estimated average useful life |
We valued the customer relationships using an income
approach, specifically an excess earnings method, and
included a discounted tax amortization benefit assuming a
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.
for the periods presented is as follows:
Year Ended December 31, | |
2023 | |
(in millions) | |
Pro forma revenues less transaction- based expenses | $ |
Pro forma operating income | |
Pro forma net income attributable to Nasdaq |
F-23
5. GOODWILL AND ACQUIRED INTANGIBLE
ASSETS
Goodwill
business segment during the year ended December 31, 2025:
(in millions) | |
Capital Access Platforms | |
Balance at December 31, 2024 | $ |
Divestiture and acquisition of a business | ( |
Foreign currency translation adjustments | |
Balance at December 31, 2025 | $ |
Financial Technology | |
Balance at December 31, 2024 | $ |
Divestiture of a business | ( |
Foreign currency translation adjustments | |
Balance at December 31, 2025 | $ |
Market Services | |
Balance at December 31, 2024 | $ |
Foreign currency translation adjustments | |
Balance at December 31, 2025 | $ |
Total | |
Balance at December 31, 2024 | $ |
Acquisition and divestitures of businesses | ( |
Foreign currency translation adjustments | |
Balance at December 31, 2025 | $ |
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
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
intangible assets, both finite- and indefinite-lived:
December 31, 2025 | December 31, 2024 | ||
Finite-Lived Intangible Assets | (in millions) | ||
Gross Amount: | |||
Technology | $ | $ | |
Customer relationships | |||
Trade names and other | |||
Foreign currency translation adjustment | ( | ( | |
Total gross amount | $ | $ | |
Accumulated Amortization: | |||
Technology | $( | $( | |
Customer relationships | ( | ( | |
Trade names and other | ( | ( | |
Foreign currency translation adjustment | |||
Total accumulated amortization | $( | $( | |
Net Amount: | |||
Technology | $ | $ | |
Customer relationships | |||
Trade names and other | |||
Foreign currency translation adjustment | ( | ( | |
Total finite-lived intangible assets | $ | $ | |
Indefinite-Lived Intangible Assets | |||
Exchange and clearing registrations | $ | $ | |
Trade names | |||
Licenses | |||
Foreign currency translation adjustment | ( | ( | |
Total indefinite-lived intangible assets | $ | $ | |
Total intangible assets, net | $ | $ | |
There was no
ended December 31, 2025, 2024 and 2023.
acquired finite-lived intangible assets:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in millions) | |||||
Amortization expense | $ | $ | $ | ||
F-24
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 | $ |
2027 | |
2028 | |
2029 | |
2030 | |
2031+ | |
Total | $ |
6. INVESTMENTS
December 31, 2025 | December 31, 2024 | ||
(in millions) | |||
Financial investments | $ | $ | |
Equity method investments | |||
Equity securities | |||
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
The carrying amounts of our equity method investments are
included in other non-current assets in the Consolidated
Balance Sheets. No
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
and equipment, net:
December 31, | |||
2025 | 2024 | ||
(in millions) | |||
Data processing equipment and software | $ | $ | |
Furniture, equipment and leasehold improvements | |||
Total property and equipment | |||
Less: accumulated depreciation and amortization and impairment charges | ( | ( | |
Total property and equipment, net | $ | $ | |
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
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 December 31, 2024 | Additions | Revenue Recognized | Adjustments | Balance at December 31, 2025 | |
Capital Access Platforms: | (in millions) | ||||
Initial Listings | $ | $ | $( | $ | $ |
Annual Listings | ( | ||||
Workflow & Insights | ( | ( | |||
Other | ( | ||||
Financial Technology: | |||||
Financial Crime Management Technology | ( | ||||
Regulatory Technology | ( | ||||
Capital Markets Technology | ( | ||||
Total | $ | $ | $( | $ | $ |
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.
revenue will be recognized in the following years:
Fiscal year ended: | 2026 | 2027 | 2028 | 2029 | 2030 | 2031+ | Total |
Capital Access Platforms: | (in millions) | ||||||
Initial Listings | $ | $ | $ | $ | $ | $ | $ |
Annual Listings | |||||||
Workflow & Insights | |||||||
Other | |||||||
Financial Technology: | |||||||
Financial Crime Management Technology | |||||||
Regulatory Technology | |||||||
Capital Markets Technology | |||||||
Total | $ | $ | $ | $ | $ | $ | $ |
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
F-26
9. DEBT OBLIGATIONS
amounts of our debt obligations during the year ended
December 31, 2025:
December 31, 2024 | Payments, Foreign Currency Translation and Accretion | December 31, 2025 | |||
Short-term debt: | (in millions) | ||||
2025 Notes | $ | $( | $ | ||
2026 Notes | ( | ||||
Total short-term debt | $ | $( | $ | ||
Long-term debt - senior unsecured notes: | |||||
2028 Notes | ( | ||||
2029 Notes | |||||
2030 Notes | |||||
2031 Notes | |||||
2032 Notes | |||||
2033 Notes | |||||
2034 Notes | ( | ||||
2040 Notes | |||||
2050 Notes | |||||
2052 Notes | ( | ||||
2053 Notes | |||||
2063 Notes | |||||
2022 Revolving Credit Facility | ( | ( | |||
Total long-term debt | $ | $( | $ | ||
Total debt obligations | $ | $( | $ | ||
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
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
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 | $ | $ | $ | ||
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.
and benefits expense in the Consolidated Statements of
Income:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in millions) | |||||
Retirement Plans expense | $ | $ | $ | ||
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
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
compensation expense resulting from equity awards and the
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 before income taxes | $ | $ | $ | ||
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.
for the years ended December 31, 2025, 2024 and 2023:
Restricted Stock | |||
Number of Awards | Weighted-Average Grant Date Fair Value | ||
Unvested at December 31, 2022 | $ | ||
Granted | |||
Vested | ( | ||
Forfeited | ( | ||
Unvested at December 31, 2023 | |||
Granted | |||
Vested | ( | ||
Forfeited | ( | ||
Unvested at December 31, 2024 | |||
Granted | |||
Vested | ( | ||
Forfeited | ( | ||
Unvested at December 31, 2025 | $ | ||
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
determined by Nasdaq’s overall performance against both
peer groups. However, if Nasdaq’s TSR is negative for the
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.
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 interest rate | |||
Expected volatility | |||
Weighted-average grant date share price | $ | $ | |
Weighted-average fair value at grant date | $ | $ |
years ended December 31, 2025, 2024 and 2023:
PSUs | ||||
Three-Year Program | ||||
Number of Awards | Weighted- Average Grant Date Fair Value | |||
Unvested at December 31, 2022 | $ | |||
Granted | ||||
Vested | ( | |||
Forfeited | ( | |||
Unvested at December 31, 2023 | $ | |||
Granted | ||||
Vested | ( | |||
Forfeited | ( | |||
Unvested at December 31, 2024 | $ | |||
Granted | ||||
Vested | ( | |||
Forfeited | ( | |||
Unvested at December 31, 2025 | $ | |||
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 no
options exercised for the years ended December 31, 2025,
2024 and 2023.
at December 31, 2025, 2024 and 2023 is as follows:
Number of Stock Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | |
Outstanding at December 31, 2023 | $ | |||
Outstanding at December 31, 2024 | $ | |||
Outstanding at December 31, 2025 | $ | $ | ||
Exercisable at December 31, 2025 | $ | $ |
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
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
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 purchased by employees | |||||
Weighted-average price of shares purchased | $ | $ | $ | ||
Compensation expense (in millions) | $ | $ | $ | ||
The impact of the activity above is included in Other
issuances of common stock, net in the Consolidated
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
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
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.
reported based on settlement date, for the year ended
December 31, 2025:
Year Ended December 31, 2025 | |
Number of shares of common stock repurchased | |
Average price paid per share | $ |
Total purchase price (in millions) | $ |
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
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
share, issuable from time to time in one or more series. As of
December 31, 2025 and December 31, 2024, no
preferred stock were issued or outstanding.
Cash Dividends on Common Stock
following cash dividends:
Declaration Date | Dividend Per Common Share | Record Date | Total Amount Paid | Payment Date | ||||
(in millions) | ||||||||
January 28, 2025 | $ | March 14, 2025 | $ | March 28, 2025 | ||||
April 23, 2025 | June 13, 2025 | June 27, 2025 | ||||||
July 23, 2025 | September 12, 2025 | September 26, 2025 | ||||||
October 20, 2025 | December 5, 2025 | December 19, 2025 | ||||||
$ | ||||||||
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
diluted earnings per share:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Numerator: | (in millions, except share and per share amounts) | ||||
Net income attributable to common shareholders | $ | $ | $ | ||
Denominator: | |||||
Weighted-average common shares outstanding for basic earnings per share | |||||
Weighted-average effect of dilutive securities - Employee equity awards | |||||
Weighted-average common shares outstanding for diluted earnings per share | |||||
Basic and diluted earnings per share: | |||||
Basic earnings per share | $ | $ | $ | ||
Diluted earnings per share | $ | $ | $ | ||
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
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
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 government debt securities | $ | $ | $ | $ | |||
Total financial investments | $ | $ | $ | $ | |||
Equity securities | |||||||
Total assets at fair value | $ | $ | $ | $ | |||
December 31, 2024 | |||||||
Total | Level 1 | Level 2 | Level 3 | ||||
(in millions) | |||||||
European government debt securities | $ | $ | $ | $ | |||
Swedish mortgage bonds | |||||||
Time deposits | |||||||
Total financial investments | $ | $ | $ | $ | |||
Equity securities | |||||||
Total assets at fair value | $ | $ | $ | $ | |||
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
contributions and margin deposits were as follows:
December 31, 2025 | |||||
Cash Contributions | Non-Cash Contributions | Total Contributions | |||
(in millions) | |||||
Default fund contributions | $ | $ | $ | ||
Margin deposits | |||||
Total | $ | $ | $ | ||
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.
$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 | $ | $ | |
Central bank certificates | |||
Restricted cash and cash equivalents | $ | $ | |
European government debt securities | |||
Reverse repurchase agreements | |||
Multilateral development bank debt securities | |||
Investments | $ | $ | |
Total | $ | $ | |
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
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;
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•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
contracts outstanding prior to netting:
December 31, 2025 | |
(in millions) | |
Commodity forwards | $ |
Fixed-income swaps and forwards | |
Stock options and forwards | |
Index options and forwards | |
Total | $ |
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
contracts cleared through Nasdaq Clearing for the years
ended December 31, 2025 and 2024:
Year Ended December 31, | |||
2025 | 2024 | ||
Commodity and seafood options, futures and forwards | |||
Fixed-income swaps, futures and forwards | |||
Stock options, futures and forwards | |||
Index options, futures and forwards | |||
Total | |||
In the table above, the total volume in cleared power related
to commodity contracts was 554 Terawatt hours (TWh) and
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
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 Classification | December 31, 2025 | December 31, 2024 | ||||
Assets: | (in millions) | |||||
Operating lease assets | Operating lease assets | $ | $ | |||
Liabilities: | ||||||
Current lease liabilities | Other current liabilities | $ | $ | |||
Non- current lease liabilities | Operating lease liabilities | |||||
Total lease liabilities | $ | $ | ||||
F-37
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in millions) | |||||
Operating lease cost | $ | $ | $ | ||
Variable lease cost | |||||
Sublease income | ( | ( | ( | ||
Total lease cost | $ | $ | $ | ||
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.
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 | $ | |
2027 | ||
2028 | ||
2029 | ||
2030 | ||
2031+ | ||
Total lease payments | $ | |
Less: interest | ( | |
Present value of lease liabilities | $ |
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.
lease term and discount rate:
December 31, 2025 | ||
Weighted-average remaining lease term (in years) | ||
Weighted-average discount rate |
information related to Nasdaq’s operating leases:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in millions) | |||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ | $ | $ | ||
Lease assets obtained in exchange for operating lease liabilities | $ | $ | $ | ||
17. INCOME TAXES
Income Before Income Tax Provision
components of income before income tax provision:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in millions) | |||||
Domestic | $ | $ | $ | ||
Foreign | |||||
Income before income tax provision | $ | $ | $ | ||
Income Tax Provision
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
Current income taxes provision: | (in millions) | ||||
Federal | $ | $ | $ | ||
State | |||||
Foreign | |||||
Total current income taxes provision | |||||
Deferred income taxes provision (benefit): | |||||
Federal | ( | ||||
State | ( | ||||
Foreign | ( | ( | |||
Total deferred income taxes (benefit) provision | ( | ||||
Total income tax provision | $ | $ | $ | ||
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 | $ | |
State and local income taxes, net of federal income tax effect | ||
Tax credits: | ||
Energy-related tax credits | ( | ( |
Other | ( | ( |
Change in unrecognized tax benefits | ( | ( |
Nontaxable or nondeductible items | ( | ( |
Effect of cross-border tax laws: | ||
Foreign-derived intangible income | ( | ( |
Other | ||
Other adjustments | ( | ( |
Total | $ | |
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.
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 statutory rate | |||
State income tax provision, net of federal effect | |||
Excess tax benefits related to employee share-based compensation | ( | ( | |
Non-U.S. subsidiary earnings | |||
Tax credits and deductions | ( | ( | |
Change in unrecognized tax benefits | |||
Deduction for foreign derived intangible income | ( | ( | |
Intra-group transfer of IP | |||
Other, net | ( | ||
Actual income tax provision | |||
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
components of income taxes paid pursuant to the disclosure
requirements of ASU 2023-09 for the year ended December
31, 2025:
Year Ended December 31, 2025 | |
(in millions) | |
Federal | $ |
State and local | |
Foreign | |
Australia | |
Canada | |
Sweden | |
Other | |
Total foreign | $ |
Total income taxes paid, net | $ |
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
tax assets and (liabilities), consisted of the following:
December 31, | |||
2025 | 2024 | ||
Deferred tax assets: | (in millions) | ||
Deferred revenues | $ | $ | |
Foreign net operating loss | |||
Capitalized research and development costs | |||
Federal capital loss | |||
State net operating loss | |||
Compensation and benefits | |||
Deferred interest expense | |||
Tax credits | |||
Federal benefit of uncertain tax positions | |||
Operating lease liabilities | |||
Unrealized losses | |||
Other | |||
Gross deferred tax assets | |||
Less: valuation allowance | ( | ||
Total deferred tax assets, net of valuation allowance | $ | $ | |
Deferred tax liabilities: | |||
Depreciation | $( | $( | |
Amortization of acquired intangible assets and goodwill | ( | ( | |
Investments | ( | ( | |
Unrealized gains | ( | ||
Operating lease assets | ( | ( | |
Capitalized research and development costs | ( | ||
Other | ( | ( | |
Gross deferred tax liabilities | $( | $( | |
Net deferred tax liabilities | $( | $( | |
Reported as: | |||
Non-current deferred tax assets | $ | $ | |
Deferred tax liabilities, net | ( | ( | |
Net deferred tax liabilities | $( | $( | |
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.
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 | $ | 2039-2044 |
U.S. state and local NOL | 2026-2044 | |
Federal capital loss | 2030 |
Unrecognized Tax Benefits
unrecognized tax benefits is as follows:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in millions) | |||||
Beginning balance | $ | $ | $ | ||
Additions as a result of tax positions taken in prior periods | |||||
Additions as a result of tax positions taken in the current period | |||||
Reductions related to settlements with taxing authorities | ( | ( | ( | ||
Reductions as a result of lapses of the applicable statute of limitations | ( | ( | ( | ||
Ending balance | $ | $ | $ | ||
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
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
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
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.
our business segments for the years ended December 31,
2025, 2024 and 2023:
Capital Access Platforms | Financial Technology | Market Services | Corporate | Total | |
December 31, 2025 | (in millions) | ||||
Total revenues | $ | $ | $ | $ | $ |
Transaction- based expenses | — | — | ( | — | ( |
Revenues less transaction- based expenses | |||||
Directly consumed expenses | — | ||||
Other expenses | |||||
Operating income | $ | $ | $ | $( | $ |
Depreciation and amortization | |||||
Purchases of property and equipment | — | ||||
December 31, 2024 | |||||
Total revenues | $ | $ | $ | $ | $ |
Transaction- based expenses | — | — | ( | — | ( |
Revenues less transaction- based expenses | |||||
Directly consumed expenses | — | ||||
Other expenses | |||||
Operating income | $ | $ | $ | $( | $ |
Depreciation and amortization | |||||
Purchases of property and equipment | — | ||||
F-42
Capital Access Platforms | Financial Technology | Market Services | Corporate | Total | |
December 31, 2023 | (in millions) | ||||
Total revenues | $ | $ | $ | $ | $ |
Transaction- based expenses | — | — | ( | — | ( |
Revenues less transaction- based expenses | |||||
Directly consumed expenses | — | ||||
Other expenses | |||||
Operating income | $ | $ | $ | $( | $ |
Depreciation and amortization | |||||
Purchases of property and equipment | — | ||||
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 | $ | $ | $ | ||
Adenza purchase accounting adjustment | ( | ||||
Expenses: | |||||
Amortization expense of acquired intangible assets | |||||
Merger and strategic initiatives expense | |||||
Restructuring charges | |||||
Lease asset impairments | |||||
Legal and regulatory matters | |||||
(Gain) loss on extinguishment of debt | ( | ||||
Pension settlement charge | |||||
Expenses - divestiture | |||||
Other | |||||
Total expenses | $ | $ | $ | ||
Operating loss | $( | $( | $( | ||
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 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 | $ | $ | $ | ||
All other countries | |||||
Total | $ | $ | $ | ||
No single customer accounted for 10.0% or more of our
revenues for the years ended December 31, 2025, 2024 and
2023.
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 | $ | $ | |
All other countries | |||
Total | $ | $ |
Property and equipment, net for all other countries primarily
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.
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 | $ | $ | $ | ||
Divisional realignment | |||||
Consulting services | |||||
Adenza restructuring | |||||
Divisional realignment | |||||
Employee-related costs | |||||
Adenza restructuring | |||||
Divisional realignment | |||||
Other | |||||
Adenza restructuring | |||||
Divisional realignment | |||||
Total restructuring charges | $ | $ | $ | ||
The following table presents total program costs incurred
since the inception date of each program.
Total Program Costs Incurred (in millions) | |||||
Adenza restructuring | $ | ||||
Divisional realignment* | $ | ||||
____________
* 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.