# NASDAQ, INC. (NDAQ) FY 2025 MD&A Verbatim Item 7 Management's Discussion and Analysis from NASDAQ, INC.'s 10-K for fiscal year 2025. SEC filing source: https://www.sec.gov/Archives/edgar/data/1120193/000162828026007703/ndaq-20251231.htm Accession: 0001628280-26-007703 Filing date: 2026-02-12 Report date: 2025-12-31 Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high Company profile: /company/NDAQ/ All MD&A years: /company/NDAQ/mda/ Previous year: /company/NDAQ/mda/fy2024/ (FY 2024) 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. [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["\u25aa","Capital Access Platforms"],["","\u25e6","Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business"],["","\u25e6","Index data subscriptions and guaranteed minimum on futures contracts within our Index business"],["","\u25e6","Subscription contracts under our Workflow & Insights business"],["\u25aa","Financial Technology"],["","\u25e6","Subscription contracts excluding non-recurring professional services."],["\u25aa","Other includes ARR related to our Solovis business divested in October 2025."]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","","As of December 31,"],["","","2025","","2024","","2023"],["ARR (in millions)","","$1,340","","$1,240","","$1,210"]] [[/GREPCENT_TABLE]] 39 Data & Listing Services Revenues The following tables present key drivers from our Data & Listing Services business: [[GREPCENT_TABLE]] [["","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"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","","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","","\u2014","","(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"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","As of or Year Ended December 31,"],["","2025","","2024","","2023"],["","(in millions)"],["ARR","$495","","$473","","$456"],["Quarterly annualized SaaS revenues","425","","403","","386"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] Financial Crime Management Technology Revenues The following table presents key drivers for our Financial Crime Management Technology business: [[GREPCENT_TABLE]] [["","","As of or Year Ended December 31,"],["","","2025","","2024","","2023"],["","","(in millions)"],["ARR and Quarterly annualized SaaS revenues","","$329","","$278","","$226"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","","As of or Year Ended December 31,"],["","","2025","","2024","","2023"],["","","(in millions)"],["ARR","","$407","","$354","","$325"],["Quarterly annualized SaaS revenues","","239","","191","","165"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","As of or Year Ended December 31,"],["","2025","","2024","","2023"],["","(in millions)"],["ARR","$975","","$868","","$799"],["Quarterly annualized SaaS revenues","156","","134","","108"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] The following table presents net revenues by product from our Market Services segment: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] 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. [[GREPCENT_TABLE]] [["","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\u2019s exchanges","29.1%","","29.8%","","31.0%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] 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 [[GREPCENT_TABLE]] [["","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\u2019s 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\u2019s 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\u2019s exchanges","72.2%","","72.6%","","71.0%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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)%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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)%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","Year Ended December 31,","","Percentage Change"],["","2025","","2024","","2023","","2025 vs. 2024","2024 vs. 2023"],["","(in millions)"],["Interest income","$39","","$28","","$115","","37.5%","(75.5)%"],["Interest expense","(367)","","(414)","","(284)","","(11.4)%","45.6%"],["Net interest expense","(328)","","(386)","","(169)","","(15.0)%","128.3%"],["Net gain on divestitures","86","","\u2014","","\u2014","","100.0%","\u2014%"],["Other income (loss)","(27)","","21","","(1)","","(224.3)%","(5,232.5)%"],["Net income (loss) from unconsolidated investees","83","","16","","(7)","","414.8%","(328.7)%"],["Total non-operating expense","$(186)","","$(349)","","$(177)","","(46.5)%","97.4%"]] [[/GREPCENT_TABLE]] The following table presents our interest expense: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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%"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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","\u2014","","34","","\u2014"],["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","\u2014","","\u2014","","25"],["(Gain) loss on extinguishment of debt","(18)","","4","","\u2014"],["Net gain on divestitures","(86)","","\u2014","","\u2014"],["Net (income) loss from unconsolidated investees","(83)","","(16)","","7"],["Legal and regulatory matters","6","","20","","12"],["Pension settlement charge","\u2014","","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)","","\u2014"],["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"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","","December 31, 2025","","December 31, 2024"],["","","(in millions)"],["Working capital","","$42","","$(116)"],["Cash and cash equivalents","","604","","592"],["Financial investments","","28","","184"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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)"]] [[/GREPCENT_TABLE]] 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: [[GREPCENT_TABLE]] [["","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"]] [[/GREPCENT_TABLE]] 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. [[GREPCENT_TABLE]] [["","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"]] [[/GREPCENT_TABLE]] 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.