NASDAQ, INC. (NDAQ)

Item 2. Management’s Discussion and Analysis of

Financial Condition and Results of Operations

The following discussion and analysis of the financial

condition and results of operations of Nasdaq should be read

in conjunction with our condensed consolidated financial

statements and related notes included in this Form 10-Q.

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

EXECUTIVE OVERVIEW

Nasdaq is a leading technology platform that powers the

world’s economies. We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

the technology, data, and advanced analytics that enable our

clients to capture opportunities, navigate risk, and strengthen

resilience.

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services.

Second Quarter 2026 Highlights and Recent

Developments

•Nasdaq welcomed seven of the 10 largest operating

company IPOs on the U.S. exchanges, including SpaceX,

the largest IPO in history with $86 billion in offering

proceeds. Nasdaq set a quarterly record for total proceeds

raised, with 26 operating company IPOs joining the U.S.

listings franchise, raising over $105 billion in offering

proceeds. Nasdaq achieved a 74% win rate across eligible

U.S. operating companies, direct listings, and SPAC

business combinations.

•Our Index business generated net inflows of $109 billion

over the last twelve months, including $51 billion in the

second quarter. Our end-of-period and average ETP AUM

reached new milestones, both exceeding $1.0 trillion for

the first time ever. During the quarter, Nasdaq launched 34

new products, including 11 in the institutional annuity

space and 17 international products.

•Financial Technology delivered double-digit revenue

growth in each subdivision for the second consecutive

quarter. Financial Technology delivered 16% revenue

growth and 16% ARR growth. During the second quarter

of 2026, Nasdaq signed 58 new clients, 7 cross-sells, and

107 upsells.

•Market Services delivered record quarterly net revenues

partially driven by record U.S. equity options volumes,

supported by record industry volumes. Nasdaq’s Closing

Cross achieved new records in notional value traded across

both the June Triple Witch and Russell reconstitution.

Macroeconomic environment

Our business performance can be positively or negatively

impacted by a number of factors, including general economic

conditions, the accelerated pace of technological change, the

geopolitical environment, current or expected inflation,

interest rate fluctuations, the threat or imposition of broad-

based tariffs, market volatility, changes in investment

patterns and priorities, regulatory changes, pandemics and

other factors that are generally beyond our control. For

example, higher overall U.S. trading volumes for the six

months ended June 30, 2026 compared with the same period

in 2025 led to an increase in our U.S. equities options and

U.S. cash equities revenues. Market factors also contributed

to higher valuations in Nasdaq Indices, higher overall

volumes in Index derivatives and a strengthening IPO

environment. To the extent that global or national economic

conditions weaken and result in slower growth or recessions,

our business may be negatively impacted.

Nasdaq’s Operating Results

The following tables summarize our financial performance

for the three and six months ended June 30, 2026 compared

to the same periods in 2025. For a detailed discussion of our

results of operations, see “Segment Operating Results”

below.

28

In countries with currencies other than the U.S. dollar,

revenues and expenses are translated using monthly average

exchange rates. Impacts on our revenues less transaction-

based expenses and operating income associated with

fluctuations in foreign currency are discussed in more detail

under “Item 3. Quantitative and Qualitative Disclosures

About Market Risk.”

The following chart summarizes our ARR (in millions):

* In the chart above, Other 2Q25 includes $29 million.

ARR for a given period is the current annualized value

derived from subscription contracts with a defined contract

value. This excludes contracts that are not recurring, are one-

time in nature, or where the contract value fluctuates based

on defined metrics. ARR is currently one of our key

performance metrics to assess the health and trajectory of our

recurring business. ARR does not have any standardized

definition and is therefore unlikely to be comparable to

similarly titled measures presented by other companies. ARR

should be viewed independently of revenue and deferred

revenue and is not intended to be combined with or to replace

either of those items. For AxiomSL and Calypso recurring

revenue contracts, the amount included in ARR is consistent

with the amount that we invoice the customer during the

current period. Additionally, for AxiomSL and Calypso

recurring revenue contracts that include annual values that

increase over time, we include in ARR only the annualized

value of components of the contract that are considered

active as of the date of the ARR calculation. We do not

include the future committed increases in the contract value

as of the date of the ARR calculation. ARR is not a forecast

and the active contracts at the end of a reporting period used

in calculating ARR may or may not be extended or renewed

by our customers.

The ARR chart includes:

The following chart summarizes our quarterly annualized

SaaS revenues for June 30, 2026 and 2025 (in millions):

* In the chart above, Other 2Q25 includes $29 million.

29

SEGMENT OPERATING RESULTS

The following tables present our revenues by segment:

The following charts present our Capital Access Platforms,

Financial Technology and Market Services segments as a

percentage of our total revenues, less transaction-based

expenses.

30

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

In the tables above:

•The number of total listed companies on The Nasdaq Stock

Market as of June 30, 2026 and 2025 included 1,243 and

914 ETPs, respectively.

•IPOs, new listings (which includes IPOs) and total listed

companies for exchanges that comprise Nasdaq Nordic and

Nasdaq Baltic represent companies listed on the Nasdaq

Nordic and Nasdaq Baltic exchanges and companies listed

on the alternative markets of Nasdaq First North.

Data & Listing Services revenues increased for the three and

six months ended June 30, 2026, compared with the same

periods in 2025, primarily due to new data sales to new and

existing clients, pricing and usage, and increased revenue

from annual and initial listing fees due to new listings,

partially offset by the impact of prior year delistings and roll-

off of prior period amortization of initial listing fees. The

increase in the six months ended June 30, 2026 also included

a favorable

[Excerpt truncated for page length; source filing is linked above.]

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.

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:

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:

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:

39

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

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:

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:

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:

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial

Crime Management Technology business:

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:

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:

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:

The following table presents net revenues by product from

our Market Services segment:

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:

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.

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:

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

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:

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:

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:

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:

The following table presents our interest expense:

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:

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:

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;

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•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:

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:

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:

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

“Nasdaq Stockholders’ Equity,” to the consolidated financial

statements for further discussion of the dividends.

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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.

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.

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•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.