NASDAQ, INC. (NDAQ)
SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6200 Security & Commodity Brokers, Dealers, Exchanges & Services
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1120193. Latest filing source: 0001628280-26-007703.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 8,262,000,000 | USD | 2025 | 2026-02-12 |
| Net income | 1,788,000,000 | USD | 2025 | 2026-02-12 |
| Assets | 31,053,000,000 | USD | 2025 | 2026-02-12 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001120193.json. Derived margins are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 3,704,000,000 | 3,948,000,000 | 4,277,000,000 | 4,258,000,000 | 5,625,000,000 | 5,886,000,000 | 6,226,000,000 | 6,064,000,000 | 7,400,000,000 | 8,262,000,000 |
| Net income | 106,000,000 | 729,000,000 | 458,000,000 | 774,000,000 | 933,000,000 | 1,187,000,000 | 1,125,000,000 | 1,059,000,000 | 1,117,000,000 | 1,788,000,000 |
| Operating income | 836,000,000 | 991,000,000 | 1,028,000,000 | 1,017,000,000 | 1,234,000,000 | 1,441,000,000 | 1,564,000,000 | 1,578,000,000 | 1,798,000,000 | 2,331,000,000 |
| Gross profit | 2,276,000,000 | 2,411,000,000 | 2,526,000,000 | 2,535,000,000 | 2,903,000,000 | 3,420,000,000 | 3,582,000,000 | 3,895,000,000 | 4,649,000,000 | 5,249,000,000 |
| Diluted EPS | 0.63 | 4.30 | 2.73 | 4.63 | 1.86 | 2.35 | 2.26 | 2.08 | 1.93 | 3.09 |
| Assets | 13,411,000,000 | 15,354,000,000 | 15,700,000,000 | 13,924,000,000 | 17,979,000,000 | 20,115,000,000 | 20,868,000,000 | 32,294,000,000 | 30,395,000,000 | 31,053,000,000 |
| Liabilities | 8,720,000,000 | 9,474,000,000 | 10,251,000,000 | 8,285,000,000 | 11,543,000,000 | 13,710,000,000 | 14,704,000,000 | 21,467,000,000 | 19,195,000,000 | 18,821,000,000 |
| Stockholders' equity | 5,430,000,000 | 5,880,000,000 | 5,449,000,000 | 5,639,000,000 | 6,433,000,000 | 6,395,000,000 | 6,151,000,000 | 10,816,000,000 | 11,191,000,000 | 12,227,000,000 |
| Cash and cash equivalents | 403,000,000 | 377,000,000 | 545,000,000 | 332,000,000 | 2,745,000,000 | 393,000,000 | 502,000,000 | 453,000,000 | 592,000,000 | 604,000,000 |
| Net margin | 2.86% | 18.47% | 10.71% | 18.18% | 16.59% | 20.17% | 18.07% | 17.46% | 15.09% | 21.64% |
| Operating margin | 22.57% | 25.10% | 24.04% | 23.88% | 21.94% | 24.48% | 25.12% | 26.02% | 24.30% | 28.21% |
Financial Charts
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
Latest 10-K MD&A
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.