Nasdaq, Inc. NDAQ Form 10-Q filing Q2 FY2026

Item 1. Financial Statements

See accompanying notes to condensed consolidated financial statements.

2

See accompanying notes to condensed consolidated financial statements.

3

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

See accompanying notes to condensed consolidated financial statements.

4

See accompanying notes to condensed consolidated financial statements.

5

(1) See "Default Fund Contributions and Margin Deposits," of Note 14, "Clearing Operations," for further details.

See accompanying notes to condensed consolidated financial statements.

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Nasdaq, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Nasdaq is a leading technology platform that powers the

world’s economies. We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

advanced technology, data, and intelligence solutions that

enable our clients to capture opportunities, navigate risk, and

strengthen resilience.

Our organizational structure aligns our businesses with the

foundational shifts that are driving the evolution of the global

financial system. We manage, operate and provide our

products and services in three business segments: Capital

Access Platforms, Financial Technology and Market

Services.

Capital Access Platforms

The Capital Access Platforms segment comprises our Data &

Listing Services, Index and Workflow & Insights businesses.

Our Data business distributes historical and real-time market

data to sell-side customers, the institutional investing

community, retail online brokers, proprietary trading firms

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

distributors. Our data products can enhance the transparency

of market activity within our exchanges and provide critical

information to professional and non-professional investors

globally.

Our Listing Services business operates listing platforms in

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

raising solutions for public companies. Our main listing

markets are The Nasdaq Stock Market and the Nasdaq

Nordic and Nasdaq Baltic exchanges. Through Nasdaq First

North, our Nordic and Baltic operations also offer alternative

marketplaces for smaller companies and growth companies.

As of June 30, 2026, a total of 5,768 companies listed

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

Nasdaq First North exchanges. As of June 30, 2026, there

were 4,659 total listings on The Nasdaq Stock Market,

including 1,243 ETPs. The Nasdaq combined market

capitalization in the U.S. was approximately $45.7 trillion. In

Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,

together with Nasdaq First North, were home to 1,109 listed

companies with a combined market capitalization of

approximately $2.4 trillion.

Our Index business develops and licenses Nasdaq-branded

indices and financial products. We also license cash-settled

futures, options and options on futures on our indices. As of

June 30, 2026, 481 ETPs listed on 28 exchanges in over 20

countries tracked a Nasdaq index and accounted for $1.1

trillion in AUM.

Workflow & Insights includes our analytics and corporate

solutions businesses. Our analytics business provides hedge

funds, asset managers, investment consultants and

institutional asset owners with information and analytics to

make data-driven investment decisions, deploy their

resources more productively, and provide liquidity solutions

for private funds. Through our eVestment solution, we

provide a suite of cloud-based solutions that help institutional

investors and consultants conduct pre-investment due

diligence, and monitor their portfolios post-investment. The

eVestment platform also enables asset managers to efficiently

distribute information about their firms and funds to asset

owners and consultants worldwide. In October 2025, we sold

our Solovis business, a financial technology platform

offering portfolio monitoring and analytics tools. Revenues

from this business are reflected in Other revenues in the

Condensed Consolidated Statements of Income for prior

periods presented, and in our Corporate segment for our

segment disclosures.

The Nasdaq Fund Network and Nasdaq Data Link are

additional platforms in our suite of investment data analytics

offerings and data management tools.

Our corporate solutions business serves both public and

private companies and organizations through our Investor

Relations Intelligence, Sustainability Solutions and

Governance Solutions products. Our public company clients

can be companies listed on our exchanges or other U.S. and

global exchanges. Our private company clients include a

diverse group of organizations ranging from family-owned

companies, government organizations, law firms, privately

held entities, and various non-profit organizations to

hospitals and healthcare systems. We help organizations

enhance their ability to understand and expand their global

shareholder base, improve corporate governance, and

navigate the evolving sustainability landscape through our

suite of advanced technology, analytics, reporting and

consulting services.

In July 2026, we announced that we have entered into a

definitive agreement to acquire Dasseti, Inc., an AI-powered

due diligence platform used by institutional asset allocators

and managers across public and private markets. This

business will be integrated into our eVestment solution. We

also announced, in July 2026, an agreement to sell Nasdaq

Fund Secondaries to Nasdaq Private Market, and we continue

to hold a minority interest in Nasdaq Private Market. These

transactions, individually, and in aggregate, will not have a

material impact to our results.

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Financial Technology

The Financial Technology segment comprises our Financial

Crime Management Technology, Regulatory Technology and

Capital Markets Technology businesses.

Financial Crime Management Technology includes our

Nasdaq Verafin solution, a cloud-based platform leveraging

consortium data and AI to help more than 2,800 financial

institutions detect, investigate, and report money laundering

and financial fraud.

Regulatory Technology comprises our AxiomSL and

surveillance solutions. AxiomSL is a global leader in risk

data management and regulatory reporting solutions for the

financial industry, including banks, broker dealers and asset

managers. Its unique enterprise data management platform

delivers data lineage, risk aggregation, analytics, workflow

automation, reconciliation, validation and audit functionality,

as well as disclosures. AxiomSL’s platform supports

compliance across a wide range of global and local

regulations. Our surveillance solutions are designed for

banks, brokers and other market participants to assist them in

complying with market abuse and integrity rules and

regulations. In addition, we provide regulators and exchanges

with a platform for surveillance.

Capital Markets Technology includes our market technology,

trade management services and Calypso solutions. Our

market technology business is a leading global technology

solutions provider and partner to exchanges, clearing

organizations, central securities depositories, regulators,

banks, brokers, buy-side firms and corporate businesses. Our

market technology solutions are utilized by leading markets

in North America, Europe and Asia as well as emerging

markets in the Middle East, Latin America, and Africa. Our

trade management services provide market participants with

a wide variety of alternatives for connecting to and accessing

our markets for a fee. Our marketplaces may be accessed

through different protocols used for quoting, order entry,

trade reporting and connectivity to various data feeds. We

also provide colocation services to market participants,

whereby we offer firms cabinet space and power to house

their own equipment and servers within our data centers.

Additionally, we offer a number of wireless connectivity

offerings between select data centers using millimeter wave

and microwave technology. Calypso is a leading platform

providing cross-asset, front-to-back trading, treasury, risk and

collateral management solutions. The Calypso solution

provides customers with a single platform designed from the

outset to enable consolidation, innovation and growth.

Market Services

Our Market Services segment includes revenues from equity

derivatives trading, cash equity trading, Nordic fixed income

trading & clearing and U.S. Tape plans data. We operate 18

exchanges across several asset classes, including derivatives,

cash equity, debt, structured products and ETPs. In addition,

in certain countries where we operate exchanges, we also

provide clearing, settlement and central depository services.

In the first quarter of 2026, we completed the transfer of

existing open positions in our Nordic power futures business

to a European exchange. See Note 4, “Divestitures,” for

further discussion. Revenues from this business are reflected

in Other revenues in the Condensed Consolidated Statements

of Income for all periods presented, and in our Corporate

segment for our segment disclosures.

Our transaction-based platforms provide market participants

with the ability to access, process, display and integrate

orders and quotes. The platforms allow the routing and

execution of buy and sell orders as well as the reporting of

transactions, providing fee-based revenues.

2. BASIS OF PRESENTATION AND PRINCIPLES OF

CONSOLIDATION

The condensed consolidated financial statements are prepared

in accordance with U.S. GAAP and include the accounts of

Nasdaq, its wholly-owned subsidiaries and other entities in

which Nasdaq has a controlling financial interest. When we

do not have a controlling interest in an entity, but exercise

significant influence over the entity’s operating and financial

policies, such investment is accounted for under the equity

method of accounting. We primarily recognize our share of

earnings or losses of an equity method investee based on our

ownership percentage. See “Equity Method Investments,” of

Note 6, “Investments,” for further discussion of our equity

method investments.

The accompanying condensed consolidated financial

statements reflect all adjustments which are, in the opinion of

management, necessary for a fair statement of the results.

These adjustments are of a normal recurring nature. All

significant intercompany accounts and transactions have been

eliminated in consolidation.

As permitted under U.S. GAAP, certain footnotes or other

financial information can be condensed or omitted in the

interim condensed consolidated financial statements. The

information included in this Quarterly Report on Form 10-Q

should be read in conjunction with the consolidated financial

statements and accompanying notes included in Nasdaq’s

Form 10-K. The year-end balance sheet data was derived

from the audited financial statements, but does not include all

disclosures required by U.S. GAAP.

Certain prior year amounts have been reclassified to conform

to the current year presentation.

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

Accounting Estimates

In preparing our condensed consolidated financial statements,

we make assumptions, judgments and estimates that can have

a significant impact on our revenues, operating income and

net income, as well as on the value of certain assets and

liabilities in our Condensed Consolidated Balance Sheets. At

least quarterly, we evaluate our assumptions, judgments and

estimates, and make changes as deemed necessary.

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Subsequent Events

We have evaluated subsequent events through the issuance

date of this Quarterly Report on Form 10-Q.

Accounting Pronouncements Not Yet Adopted

• In November 2024, the FASB issued ASU 2024-03,

“Income Statement—Reporting Comprehensive Income—

Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” This

guidance will require disclosures about specific types of

expenses included in the expense captions presented on the

face of the income statement. The update is effective for

annual periods beginning after December 15, 2026, and

interim periods beginning after December 15, 2027, with

early adoption permitted. Prospective application is

required and retrospective application is permitted. We are

currently evaluating the impact of adopting this ASU on

our income statement disaggregation disclosures. We do

not believe this update will have a material impact on our

consolidated financial statement disclosures.

• In September 2025, the FASB issued ASU 2025-06,

“Intangibles – Goodwill and Other – Internal-Use Software

(Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software.” The new guidance

removes references to various stages of a software

development project to align better with current software

development methods, such as agile programming. Under

the new standard, entities will start capitalizing eligible

costs when (1) management has authorized and committed

to funding the software project, and (2) it is probable that

the project will be completed and the software will be used

to perform the function intended. The update is effective

for interim and annual periods beginning after December

15, 2027, with early adoption permitted. The guidance can

be applied on a prospective basis, a modified basis for in-

process projects, or a retrospective basis. We are

evaluating the impact this amended guidance may have on

our consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH

CUSTOMERS

Disaggregation of Revenue

The following tables summarize the disaggregation of

revenue by major product and service and by segment for the

three and six months ended June 30, 2026 and 2025:

Substantially all revenues from the Capital Access Platforms

and Financial Technology segments were recognized over

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

2025. Substantially all revenues from our Market Services

segment were recognized at a point in time for the same

periods.

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Contract Balances

Substantially all of our revenues are considered to be

revenues from contracts with customers. The related accounts

receivable balances are recorded in the Condensed

Consolidated Balance Sheets as receivables, which are net of

allowance for doubtful accounts of $13 million as of June 30,

2026 and $11 million as of December 31, 2025. Changes to

the allowance for doubtful accounts during the six months

ended June 30, 2026 were not material to our condensed

consolidated financial statements. We do not have obligations

for warranties, returns or refunds to customers.

Deferred revenue represents consideration received that is yet

to be recognized as revenue for unsatisfied performance

obligations and is the only significant contract asset or

liability as of June 30, 2026. See Note 7, “Deferred

Revenue,” for our discussion on deferred revenue balances,

activity, and expected timing of recognition.

We do not provide disclosures about the transaction price

allocated to unsatisfied performance obligations if contract

durations are less than one year. For our initial listings, the

transaction price allocated to remaining performance

obligations is included in deferred revenue, and therefore not

included below. For our Financial Crime Management

Technology, Regulatory Technology, Capital Markets

Technology and Workflow & Insights contracts, the portion

of transaction price allocated to unsatisfied performance

obligations is presented in the table below. The timing in the

table below is based on our best estimates as, for certain

contracts, the recognition is primarily dependent upon the

completion of customization and any significant

modifications made pursuant to existing contracts. To the

extent consideration has been received, unsatisfied

performance obligations would be included in the table below

as well as deferred revenue.

The following table summarizes the amount of the

transaction price allocated to performance obligations that are

unsatisfied, for contract durations greater than one year, as of

June 30, 2026:

4. Divestitures

In January 2025, we entered into an agreement to transfer

existing open positions in our Nordic power futures business

to a European exchange. In June 2025, this transaction was

completed and partial consideration was received. Migration

of open positions was completed during the first quarter of

2026, resulting in an incremental gain of $88 million, net of

costs to sell. This additional consideration was received in

April 2026. We no longer provide commodities clearing and

trading services as of June 2026, and will continue to wind

down business operations through the remainder of 2026. In

connection with the successful migration of open positions,

Nasdaq may receive additional consideration in 2027, and is

expected to release regulatory capital in the medium term.

In April 2025, Nasdaq completed the sale of our Nasdaq Risk

Modelling for Catastrophes business previously included in

Capital Markets Technology within our Financial

Technology segment.

In October 2025, Nasdaq completed the sale of our Solovis

business which was previously included in Workflow &

Insights within our Capital Access Platforms segment.

The impact of the transactions described above is net of cost

to sell and is included in net gain on divestitures in the

Condensed Consolidated Statements of Income.

5. GOODWILL AND ACQUIRED INTANGIBLE

ASSETS

Goodwill

The following table presents the changes in goodwill by

business segment during the six months ended June 30, 2026:

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Goodwill represents the excess of purchase price over the

value assigned to the net assets, including identifiable

intangible assets, of a business acquired. Goodwill is

allocated to our reporting units based on the assignment of

the fair values of each reporting unit of the acquired

company. We test goodwill for impairment at the reporting

unit level annually, or in interim periods if certain events

occur indicating that the carrying amount may be impaired,

such as changes in the business climate, poor indicators of

operating performance or the sale or disposition of a

significant portion of a reporting unit.

There was no impairment of goodwill or indefinite-lived

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

and 2025; however, events such as prolonged economic

weakness or unexpected significant declines in operating

results of any of our reporting units or businesses may result

in goodwill impairment charges in the future.

Acquired Intangible Assets

The following table presents details of our total acquired

intangible assets, both finite- and indefinite-lived:

In connection with the wind-down of our Nordic power

futures business during the second quarter of 2026, we

recognized a $20 million impairment primarily related to

customer relationships and licenses. There was no other

material impairment of intangible assets for the three and six

months ended June 30, 2026 and 2025.

The following tables present our amortization expense for

acquired finite-lived intangible assets:

The table below presents the estimated future amortization

expense (excluding the impact of foreign currency translation

adjustments of $46 million as of June 30, 2026) of acquired

finite-lived intangible assets as of June 30, 2026:

6. INVESTMENTS

The following table presents the details of our investments:

Financial Investments

Financial investments are comprised of trading securities,

primarily highly rated European government debt securities,

of which $163 million as of June 30, 2026 and $18 million as

of December 31, 2025, are assets primarily utilized to meet

regulatory capital requirements, mainly for our clearing

operations at Nasdaq Clearing. Capital held for regulatory

purposes is invested to optimize returns while staying within

approved risk tolerances. This active portfolio management

can result in assets held as shorter term investments which

meet the criteria to be classified as cash equivalents, and

would then be included in restricted cash and cash

equivalents or longer term investments, which would be

classified as financial investments in the Condensed

Consolidated Balance Sheets.

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Equity Method Investments

We record our estimated pro-rata share of earnings or losses

each reporting period and record any dividends as a reduction

in the investment balance. As of June 30, 2026 and 2025, our

equity method investments primarily included our 40.0%

equity interest in OCC.

The carrying amounts of our equity method investments are

included in other non-current assets in the Condensed

Consolidated Balance Sheets. No impairments were recorded

for the three and six months ended June 30, 2026 and 2025.

Net income recognized from our equity interest in the

earnings and losses of these equity method investments was

$21 million and $23 million for the three months ended June

30, 2026 and 2025, respectively, and $47 million and $50

million for the six months ended June 30, 2026 and 2025,

respectively.

Equity Securities

The carrying amounts of our equity securities are included in

other non-current assets in the Condensed Consolidated

Balance Sheets, with gains and losses recognized in other

income (losses) in the Condensed Consolidated Statements of

Income. The majority of our equity securities as of June 30,

2026 do not have a readily determinable fair value and

therefore we have elected the measurement alternative. We

recognized a net gain from the change in the carrying value

of these equity securities of $17 million for the three and six

months ended June 30, 2026, primarily related to an upward

adjustment due to the identification of an observable price

change for a similar investment of an investee. No material

adjustments were made to the carrying value of these equity

securities for the three and six months ended June 30, 2025.

We mark-to-market equity securities that have a readily

determinable fair value. Gains and losses from the change in

the fair value of these securities were immaterial for the three

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

ended June 30, 2025. Net loss from the change in the fair

value of these securities was $15 million for the six months

ended June 30, 2026.

As of June 30, 2026 and December 31, 2025, our equity

securities primarily represent various strategic minority

investments made through our corporate venture program.

Purchases and sales of equity securities are included in other

investing activities in the Condensed Consolidated

Statements of Cash Flows.

7. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet

to be recognized as revenue. The changes in our deferred

revenue during the six months ended June 30, 2026 are

reflected in the following table:

In the above table:

• Additions include deferred revenue billed in the current

period, net of recognition.

• Revenue recognized includes revenue recognized during

the current period that was included in the beginning

balance.

• Other, within our Capital Access Platforms segment,

primarily includes deferred revenue from our non-U.S.

listing of additional shares fees and our Index business.

As of June 30, 2026, we estimate that our deferred revenue

will be recognized in the following years:

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In the preceding table, 2026 represents the remaining six

months of 2026.

Deferred revenue that will be recognized beyond June 30,

2027 is included in other non-current liabilities in the

Condensed Consolidated Balance Sheets. The timing of

recognition of deferred revenue related to certain contracts

represents our best estimates as the recognition is primarily

dependent upon the completion of customization and any

significant modifications made pursuant to existing contracts.

8. DEBT OBLIGATIONS

The following table presents the changes in the carrying

amounts of our debt obligations during the six months ended

June 30, 2026:

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other

outstanding senior unsecured notes were issued at a discount.

As a result of the discount, the proceeds received from each

issuance were less than the aggregate principal amount. As of

June 30, 2026, the amounts in the table above reflect the

aggregate principal amount, which is net of discount and debt

issuance costs, which are being accreted and amortized

through interest expense over the life of the applicable notes.

The accretion of the discount and amortization of the debt

issuance costs was $5 million for the six months ended June

30, 2026. Our Euro Notes are adjusted for the impact of

foreign currency translation. Our senior unsecured notes are

general unsecured obligations which rank equally with all of

our existing and future unsubordinated obligations and are

not guaranteed by any of our subsidiaries. The senior

unsecured notes were issued under indentures that, among

other things, limit our ability to consolidate, merge or sell all

or substantially all of our assets, create liens, and enter into

sale and leaseback transactions. The senior unsecured notes

may be redeemed by Nasdaq at any time, subject to a make-

whole amount.

Upon a change of control triggering event (as defined in the

various supplemental indentures governing the applicable

notes), the terms require us to repurchase all or part of each

holder’s notes for cash equal to 101% of the aggregate

principal amount purchased plus accrued and unpaid interest,

if any.

The Euro Notes pay interest annually. All other notes pay

interest semi-annually. The U.S. dollar senior unsecured

notes coupon rates may vary with Nasdaq’s debt rating, to the

extent Nasdaq is downgraded below investment grade, up to

an upward rate adjustment not to exceed 2%.

Net Investment Hedge

Our Euro Notes have been designated as a hedge of our net

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in foreign currency translation gains

(losses) within accumulated other comprehensive loss in the

Condensed Consolidated Balance Sheets. For the six months

ended June 30, 2026, the impact of translation decreased the

U.S. dollar value of our Euro Notes by $83 million.

Credit Facilities

2026 Revolving Credit Facility

In June 2026, Nasdaq amended and restated our existing

$1.25 billion five-year revolving credit facility, with a new

maturity date of June 30, 2031, and increased the borrowing

capacity to $1.50 billion. Nasdaq intends to use funds

available under the 2026 Revolving Credit Facility for

general corporate purposes and to provide liquidity to support

our commercial paper program. Nasdaq is permitted to repay

borrowings under our 2026 Revolving Credit Facility at any

time in whole or in part, without penalty.

As of June 30, 2026, no amounts were outstanding on the

2026 Revolving Credit Facility. The $(4) million balance

represents unamortized debt issuance costs which are being

amortized through interest expense over the life of the credit

facility.

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Borrowings under the revolving credit facility and swingline

borrowings bear interest on the principal amount outstanding

at a variable interest rate based on either the SOFR (or a

successor rate to SOFR), the base rate (as defined in the 2026

Revolving Credit Facility agreement), or other applicable rate

with respect to non-dollar borrowings, plus an applicable

margin that varies with our debt rating. We are charged

commitment fees of 0.080% to 0.150%, depending on our

credit rating, on undrawn amounts. These commitment fees

are included in interest expense and were not material for the

three and six months ended June 30, 2026 and 2025.

The 2026 Revolving Credit Facility contains financial and

operating covenants. Financial covenants include a maximum

leverage ratio. Operating covenants include, among other

things, limitations on Nasdaq’s ability to incur additional

indebtedness, grant liens on assets, dispose of assets and

make certain restricted payments. The facility also contains

customary affirmative covenants, including access to

financial statements, notice of defaults and certain other

material events, maintenance of properties and insurance, and

customary events of default, including cross-defaults to our

material indebtedness.

The 2026 Revolving Credit Facility includes an option for

Nasdaq to increase the available aggregate amount by up to

$1.0 billion, subject to the consent of the lenders funding the

increase and certain other conditions.

We maintain a U.S. dollar commercial paper program, which

we may utilize at various times to support liquidity needs.

This program is supported by our 2026 Revolving Credit

Facility. The effective interest rate of commercial paper

issuances fluctuates as short-term interest rates and demand

fluctuate. These fluctuations may impact our interest

expense. As of June 30, 2026, we had $269 million

outstanding under our commercial paper program and no

outstanding balance as of December 31, 2025.

Other Credit Facilities

Certain of our European subsidiaries have several other credit

facilities, which are available in multiple currencies,

primarily to support our Nasdaq Clearing operations in

Europe, as well as to provide a cash pool credit line. These

credit facilities, in aggregate, totaled $198 million as of June

30, 2026 and $208 million as of December 31, 2025 in

available liquidity, none of which was utilized. Generally,

these facilities each have a one-year term, and renew

automatically. The amounts borrowed under these various

credit facilities bear interest on the principal amount

outstanding at a variable interest rate based on a base rate (as

defined in the applicable credit agreement), plus an

applicable margin. We are charged commitment fees (as

defined in the applicable credit agreement), whether or not

amounts have been borrowed. These commitment fees are

included in interest expense and were not material for the

three and six months ended June 30, 2026 and 2025.

These facilities include customary affirmative and negative

operating covenants and events of default.

Debt Covenants

As of June 30, 2026, we were in compliance with the

covenants of all of our debt obligations.

9. RETIREMENT PLANS

Defined Contribution Savings Plan

We sponsor a 401(k) plan, which is a voluntary defined

contribution savings plan, for U.S. employees. Employees are

immediately eligible to make contributions to the plan and

are also eligible for an employer contribution match at an

amount equal to 100.0% of the first 6.0% of eligible

employee contributions. The following table presents the

savings plan expense for the three and six months ended June

30, 2026 and 2025, which is included in compensation and

benefits expense in the Condensed Consolidated Statements

of Income:

Pension, SERP and Other Post-Retirement Benefit Plans

We maintain nonqualified SERPs for certain senior

executives and other post-retirement benefit plans for eligible

employees in the U.S. Most employees outside the U.S. are

covered by local retirement plans or by applicable social

laws. Benefits under social laws are generally expensed in the

periods in which the costs are incurred.

The total expense for these plans is included in compensation

and benefits expense in the Condensed Consolidated

Statements of Income:

Nonqualified Deferred Compensation Plan

We sponsor a nonqualified deferred compensation plan, the

Nasdaq, Inc. Deferred Compensation Plan. This plan

provides certain eligible employees with the opportunity to

defer a portion of their annual salary and bonus up to certain

approval limits. The deferred plan assets and corresponding

liabilities are measured at fair value and included within

other non-current assets and liabilities in the Condensed

Consolidated Balance Sheets. All deferrals and associated

earnings are our general unsecured obligations and were

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

and 2025.

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10. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees

and non-employee directors. Share-based awards granted

under this program include restricted stock (consisting of

restricted stock units), PSUs and stock options. For

accounting purposes, we consider PSUs to be a form of

restricted stock. Annual employee awards are generally

granted on or about April 1st of each year.

Summary of Share-Based Compensation Expense

The following table presents the total share-based

compensation expense resulting from equity awards and the

15.0% discount for the ESPP for the three and six months

ended June 30, 2026 and 2025, which is primarily included in

compensation and benefits expense in the Condensed

Consolidated Statements of Income:

Common Shares Available Under Our Equity Plan

As of June 30, 2026, we had approximately 20.1 million

shares of common stock authorized for future issuance under

our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date

fair value of restricted stock units awarded are based on the

closing stock price at the date of grant less the present value

of future cash dividends. Restricted stock unit awards granted

to employees below the manager level generally vest 33% on

the first anniversary of the grant date, 33% on the second

anniversary of the grant date, and the remainder on the third

anniversary of the grant date. Restricted stock unit awards

granted to employees at or above the manager level generally

vest 33% on the second anniversary of the grant date, 33% on

the third anniversary of the grant date, and the remainder on

the fourth anniversary of the grant date.

The following table summarizes our restricted stock activity

for the six months ended June 30, 2026:

As of June 30, 2026, $189 million of total unrecognized

compensation cost related to restricted stock is expected to be

recognized over a weighted-average period of 2.6 years.

PSUs

We grant three-year PSUs to certain eligible employees.

PSUs are based on performance measures that impact the

amount of shares that each PSU eligible individual receives,

subject to the satisfaction of applicable market performance

conditions, with a three-year cumulative performance period

that vest at the end of the performance period and which

settle in shares of our common stock. Compensation cost is

recognized over the three-year performance period, taking

into account an estimated forfeiture rate, regardless of

whether the market condition is satisfied, provided that the

requisite service period has been completed. Performance

will be determined by comparing Nasdaq’s TSR to two peer

groups, each weighted 50.0%. The first peer group consists

of the S&P 500 GICS 4020 Index, which is a blend of

exchanges, as well as data, financial technology and banking

companies, and the second peer group consists of all

companies in the S&P 500. Nasdaq’s relative performance

ranking against each of these groups will determine the final

number of shares delivered to each individual under the

program. The award issuance under this program will be

between 0.0% and 200.0% of the number of PSUs granted

and will be determined by Nasdaq’s overall performance

against both peer groups. However, if Nasdaq’s TSR is

negative for the three-year performance period, regardless of

TSR ranking, the award issuance will not exceed 100.0% of

the number of PSUs granted. We estimate the fair value of

PSUs granted under the three-year PSU program using the

Monte Carlo simulation model, as these awards contain a

market condition.

Grants of PSUs that were issued in 2023 with a three-year

performance period exceeded the applicable performance

metrics. As a result, an additional 121,475 shares above the

original target amount were granted in the first quarter of

2026 and were fully vested upon issuance.

15

In 2024, we also granted PSUs with a two-year performance

period to certain eligible executives at the senior vice

president level and above. These PSUs were based on

performance measures relating to the implementation of

certain integration actions in connection with the Adenza

acquisition. Achievement of the targets impacted the amount

of shares that each PSU eligible individual was entitled to

receive. The PSUs had a two-year performance period and

will vest one year after the end of the performance period,

and settled in shares of our common stock. The grantees of

the PSUs under this program were eligible to receive between

0.0% and 200.0% of the number of PSUs granted. The

performance period for these PSUs has ended and exceeded

the applicable performance metrics, and resulted in the

issuance of an additional 87,460 shares for overachievement.

These shares were granted in the first quarter of 2026 and

will vest in January 2027.

The following weighted-average assumptions were used to

determine the weighted-average fair values of the outstanding

PSU awards granted under the three-year PSU program

during the six months ended June 30, 2026 and 2025:

The following table summarizes our PSU activity for the six

months ended June 30, 2026:

As of June 30, 2026, the total unrecognized compensation

cost related to the outstanding PSU awards is $124 million

and is expected to be recognized over a weighted-average

period of 1.4 years.

Stock Options

There were no stock option awards granted for the six

months ended June 30, 2026. We received net cash proceeds

of $3 million from the exercise of 113,611 stock options for

the three months ended June 30, 2026. We received net cash

proceeds of $18 million from the exercise of 806,451 stock

options for the six months ended June 30, 2026.

There were no stock option awards granted and no stock

options exercised for the three and six months ended June 30,

A summary of our outstanding stock options at June 30, 2026

is as follows:

As of June 30, 2026, the aggregate pre-tax intrinsic value

represents the difference between our closing stock price on

June 30, 2026 of $78.82 and the exercise price, times the

number of shares that would have been received by the

option holder had the option holder exercised the stock

options on that date. This amount can change based on the

fair market value of our common stock. As of June 30, 2026,

no outstanding stock options were exercisable.

ESPP

We have an ESPP under which approximately 9.6 million

shares of our common stock were available for future

issuance as of June 30, 2026. Under our ESPP, employees

may purchase shares having a value not exceeding 10.0% of

their annual compensation, subject to applicable annual

Internal Revenue Service limitations. We record

compensation expense related to the 15.0% discount that is

given to our employees.

11. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of June 30, 2026, 900,000,000 shares of our common

stock were authorized, 587,518,685 shares were issued and

561,990,385 shares were outstanding. As of December 31,

2025, 900,000,000 shares of our common stock were

authorized, 594,620,320 shares were issued and 569,894,024

shares were outstanding. The holders of common stock are

entitled to one vote per share, except that our certificate of

incorporation limits the ability of any shareholder to vote in

excess of 5.0% of the then-outstanding shares of Nasdaq

common stock.

16

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost

method with the shares of stock repurchased reflected as a

reduction to Nasdaq stockholders’ equity and included in

common stock in treasury, at cost in the Condensed

Consolidated Balance Sheets. Shares repurchased under our

share repurchase program are currently retired and canceled

and are therefore not included in the common stock in

treasury balance. If treasury shares are reissued, they are

recorded at the average cost of the treasury shares acquired.

We held 25,528,300 shares of common stock in treasury as of

June 30, 2026 and 24,726,296 shares as of December 31,

2025, most of which are related to shares of our common

stock withheld for the settlement of employee tax

withholding obligations arising from the vesting of restricted

stock and PSUs.

Share Repurchase Program

In February 2026, our board of directors authorized an

increase to our share repurchase program, bringing the

aggregate authorized amount to $3.0 billion. As of June 30,

2026, the remaining aggregate authorized amount under the

existing share repurchase program was $2.5 billion.

As part of this program, repurchases may be made from time

to time at prevailing market prices in open market purchases,

privately-negotiated transactions, block purchase techniques,

an accelerated share repurchase program or otherwise, as

determined by our management. The repurchases are

primarily funded from existing cash balances. The share

repurchase program may be suspended, modified or

discontinued at any time, and has no defined expiration date.

The following is a summary of our share repurchase activity,

reported based on settlement date, for the six months ended

June 30, 2026:

The table above excludes an aggregate of 802,004 shares

withheld to satisfy tax obligations of the grantee upon the

vesting of restricted stock and PSUs.

In January 2026, we entered into a $300 million variable

notional ASR agreement and, upon final settlement in

February 2026, we received a total of 3,142,730 shares plus

$15 million cash reflecting the difference between the

prepayment and final notional amount. These shares are

included in the number of shares of common stock

repurchased in the table above.

In July 2026, we entered into a variable notional ASR

agreement, for which we paid $250 million to a third-party

financial institution in exchange for an initial delivery of

shares of common stock. The final notional amount is subject

to a minimum and maximum and will depend on the price of

our shares of common stock during the term of the ASR. The

final settlement of the ASR agreement is expected to be

completed in the third quarter of 2026.

Under ASR agreements, we make payments to our

counterparties and receive an initial delivery of shares of

common stock. The final number of shares to be repurchased

is based on the volume-weighted average price of Nasdaq's

common stock during the term of the ASR agreement, less a

discount and subject to adjustments pursuant to the terms of

the ASR agreement. At settlement, our counterparty may be

required to deliver additional shares of common stock to us

or, under certain circumstances, we may be required to

deliver shares of our common stock or may elect to make a

cash payment to our counterparty. Receiving our shares of

common stock, during initial delivery and the final receipt of

shares upon settlement of the ASR agreements, results in an

immediate reduction of the outstanding shares used to

calculate the weighted-average common shares outstanding

for basic and diluted earnings per share.

Preferred Stock

Our certificate of incorporation authorizes the issuance of

30,000,000 shares of preferred stock, par value $0.01 per

share, issuable from time to time in one or more series. As of

June 30, 2026 and December 31, 2025, no shares of preferred

stock were issued or outstanding.

Cash Dividends on Common Stock

During the six months ended June 30, 2026, our board of

directors declared and paid the following cash dividends:

The total amount paid of $327 million was recorded in

retained earnings in the Condensed Consolidated Balance

Sheets at June 30, 2026.

In July 2026, the board of directors approved a regular

quarterly cash dividend of $0.31 per share on our outstanding

common stock. The dividend is payable on September 25,

2026 to shareholders of record at the close of business on

September 11, 2026. The estimated aggregate payment of this

dividend is $174 million. Future declarations of quarterly

dividends and the establishment of future record and payment

dates are subject to approval by the board of directors.

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The board of directors maintains a dividend policy with the

intention to provide shareholders with regular and increasing

dividends as earnings and cash flows increase.

12. EARNINGS PER SHARE

The following tables set forth the computation of basic and

diluted earnings per share:

In the tables above, employee equity awards from our PSU

program, which are considered contingently issuable, are

included in the computation of dilutive earnings per share on

a weighted average basis when management determines that

the applicable performance criteria would have been met if

the performance period ended as of the date of the relevant

computation.

Securities that were not included in the computation of

diluted earnings per share because their effect was

antidilutive were immaterial for the three and six months

ended June 30, 2026 and 2025.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present substantially all of our financial

assets that were measured at fair value on a recurring basis as

of June 30, 2026 and December 31, 2025.

Derivative Instruments

We utilize foreign exchange forward contracts primarily to

reduce the volatility of earnings and cash flows associated

with changes in foreign exchange rates. We have utilized

these foreign exchange forward contracts as net investment

hedges of certain foreign subsidiaries, with changes in fair

value recorded in accumulated other comprehensive income

in the Condensed Consolidated Balance Sheets, and as cash

flow hedges of certain foreign currency-denominated

revenues and expenses, with fair value changes initially

recorded in accumulated other comprehensive income. For

our cash flow hedges, when the forecasted transaction affects

earnings, or in the event the underlying forecasted transaction

does not occur, or it becomes probable that it will not occur,

we reclassify the related gain or loss to revenue or operating

expenses, as applicable.

We have also utilized foreign exchange forward contracts as

economic hedges of foreign currency-denominated assets and

liabilities that are not designated as hedging instruments. The

fair value changes of these contracts are recorded in general,

administrative and other expenses in the Condensed

Consolidated Statements of Income, together with the re-

measurement gain or loss from the hedged balance sheet

position.

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All derivative contracts are measured at fair value using

Level 2 inputs based on observable foreign currency

exchange rates and interest rates, and recorded under other

current and other non-current assets and other current and

other non-current liabilities in the Condensed Consolidated

Balance Sheets. As of June 30, 2026 and December 31, 2025,

the fair value of these contracts was not material and

therefore not included in the tables above. We do not use

derivative instruments for trading or speculative purposes.

Financial Instruments Not Measured at Fair Value on a

Recurring Basis

Some of our financial instruments are not measured at fair

value on a recurring basis but are recorded at amounts that

approximate fair value due to their liquid or short-term

nature. Such financial assets and financial liabilities include:

cash and cash equivalents, restricted cash and cash

equivalents, receivables, net, certain other current assets,

accounts payable and accrued expenses, Section 31 fees

payable to SEC, accrued personnel costs and certain other

current liabilities.

We have certain investments, primarily our investment in

OCC, which are accounted for under the equity method of

accounting. We have elected the measurement alternative for

all of our equity securities that do not have a readily

determinable fair value, which primarily represent various

strategic investments made through our corporate venture

program. See “Equity Method Investments,” and “Equity

Securities,” of Note 6, “Investments,” for further discussion.

We also consider our debt obligations to be financial

instruments. As of June 30, 2026, the majority of our

outstanding debt obligations were fixed-rate obligations. We

are exposed to changes in interest rates on amounts

outstanding from the sale of commercial paper under our

commercial paper program. We may also be exposed to

changes in interest rates as a result of borrowings under our

2026 Revolving Credit Facility, as the interest rates on this

facility have a variable rate depending on the maturity of the

borrowing and the implied underlying reference rate. The fair

value of our remaining debt obligations utilizing prevailing

market rates for our fixed rate debt was $8.2 billion as of

June 30, 2026 and $8.6 billion as of December 31, 2025. The

discounted cash flow analyses are based on borrowing rates

currently available to us for debt with similar terms and

maturities. Our commercial paper and our fixed rate and

floating rate debt are categorized as Level 2 in the fair value

hierarchy.

For further discussion of our debt obligations, see Note 8,

“Debt Obligations.”

Non-Financial Assets Measured at Fair Value on a Non-

Recurring Basis

Our non-financial assets, which include goodwill, intangible

assets, and other long-lived assets, are not required to be

carried at fair value on a recurring basis. Fair value measures

of non-financial assets are primarily used in the impairment

analysis of these assets. Any resulting asset impairment

would require that the non-financial asset be recorded at its

fair value. Nasdaq uses Level 3 inputs to measure the fair

value of the above assets on a non-recurring basis. As of June

30, 2026 and December 31, 2025, there were no non-

financial assets measured at fair value on a non-recurring

basis.

14. CLEARING OPERATIONS

Nasdaq Clearing

Nasdaq Clearing is authorized and supervised under EMIR as

a multi-asset clearinghouse by the SFSA. Such authorization

is effective for all member states of the European Union and

certain other non-member states that are part of the European

Economic Area, including Norway. The clearinghouse acts as

the CCP for exchange and OTC trades in equity derivatives

and fixed income derivatives. Historically, we also acted as

the CCP for power derivatives and emissions allowance

derivatives. All open interest relating to these products was

transferred to another exchange in March 2026. See Note 4,

“Divestitures,” for further discussion of this transaction.

Through our clearing operations in the financial markets,

which includes the resale and repurchase market, Nasdaq

Clearing is the legal counterparty for, and guarantees the

fulfillment of, each contract cleared. These contracts are not

used by Nasdaq Clearing for the purpose of trading on its

own behalf. As the legal counterparty of each transaction,

Nasdaq Clearing bears the counterparty risk between the

purchaser and seller in the contract. In its guarantor role,

Nasdaq Clearing has precisely equal and offsetting claims to

and from clearing members on opposite sides of each

contract, standing as the CCP on every contract cleared. In

accordance with the rules and regulations of Nasdaq

Clearing, default fund and margin collateral requirements are

calculated for each clearing member’s positions in accounts

with the CCP. See “Default Fund Contributions and Margin

Deposits” below for further discussion of Nasdaq Clearing’s

default fund and margin requirements.

Nasdaq Clearing maintains a member sponsored default fund

related to financial markets. Under this structure, Nasdaq

Clearing and its clearing members must contribute to the total

regulatory capital related to the clearing operations of Nasdaq

Clearing. See “Default Fund Contributions” below for further

discussion of Nasdaq Clearing’s default fund. A power of

assessment and a liability waterfall have also been

implemented to further align risk between Nasdaq Clearing

and its clearing members. See “Power of Assessment” and

“Liability Waterfall” below for further discussion.

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Default Fund Contributions and Margin Deposits

As of June 30, 2026, clearing member default fund

contributions and margin deposits were as follows:

Our clearinghouse holds material amounts of clearing

member cash deposits which are held or invested primarily to

provide security of capital while minimizing credit, market

and liquidity risks. While we seek to achieve a reasonable

rate of return, we are primarily concerned with preservation

of capital and managing the risks associated with these

deposits.

Clearing member cash contributions are maintained in

demand deposits held at central banks and large, highly rated

financial institutions or secured through direct investments,

primarily central bank certificates and highly rated European

government debt securities with original maturities primarily

one year or less, reverse repurchase agreements and

multilateral development bank debt securities. Investments in

reverse repurchase agreements range in maturity from 1 to 8

days and are secured with highly rated government securities

and multilateral development banks. The carrying value of

these securities approximates their fair value due to the short-

term nature of the instruments and reverse repurchase

agreements.

Nasdaq Clearing has invested the total cash contributions of

$2,323 million as of June 30, 2026 and $5,842 million as of

December 31, 2025, in accordance with its investment policy

as follows:

In the table above, the decrease from December 31, 2025 to

June 30, 2026 is primarily due to the sale of our Nordic

power futures business and includes an unfavorable impact

from currency translation adjustments of $59 million for

restricted cash and cash equivalents and $113 million for

investments.

For the six months ended June 30, 2026 and 2025,

investments related to default funds and margin deposits, net

includes purchases of investment securities of $71,751

million and $45,490 million, respectively, and proceeds from

sales and redemptions of investment securities of $72,291

million and $45,115 million, respectively.

In the investment activity related to default fund and margin

contributions, we are exposed to counterparty risk related to

reverse repurchase agreement transactions, which reflect the

risk that the counterparty might become insolvent and, thus,

fail to meet its obligations to Nasdaq Clearing. We mitigate

this risk by only engaging in transactions with high credit

quality reverse repurchase agreement counterparties and by

limiting the acceptable collateral under the reverse

repurchase agreement to high quality issuers, primarily

government securities and other securities explicitly

guaranteed by a government. The value of the underlying

security is monitored during the lifetime of the contract, and

in the event the market value of the underlying security falls

below the reverse repurchase amount, our clearinghouse may

require additional collateral or a reset of the contract.

Default Fund Contributions

Required contributions to the default fund are proportional to

the exposures of each clearing member. Clearing members’

eligible contributions may include cash and non-cash

contributions. Cash contributions received are maintained in

demand deposits held at central banks and large, highly rated

financial institutions or invested by Nasdaq Clearing, in

accordance with its investment policy, either in central bank

certificates, highly rated government debt securities, reverse

repurchase agreements with highly rated government debt

securities as collateral, or multilateral development bank debt

securities. Nasdaq Clearing maintains and manages all cash

deposits related to margin collateral. All risks and rewards of

collateral ownership, including interest, belong to Nasdaq

Clearing. Clearing members’ cash contributions are included

in default funds and margin deposits in the Condensed

Consolidated Balance Sheets as both a current asset and a

current liability. Non-cash contributions include highly rated

government debt securities that must meet specific criteria

approved by Nasdaq Clearing. Non-cash contributions are

pledged assets that are not recorded in the Condensed

Consolidated Balance Sheets as Nasdaq Clearing does not

take legal ownership of these assets and the risks and rewards

remain with the clearing members. These balances may

fluctuate over time due to changes in the amount of deposits

required and whether members choose to provide cash or

non-cash contributions.

20

In addition to clearing members’ required contributions to the

liability waterfall, Nasdaq Clearing is also required to

contribute capital to the liability waterfall and overall

regulatory capital as specified under its clearinghouse rules.

As of June 30, 2026, Nasdaq Clearing committed capital

totaling $131 million to the liability waterfall and overall

regulatory capital, in the form of government debt securities,

which are recorded as financial investments in the Condensed

Consolidated Balance Sheets. The combined regulatory

capital of the clearing members and Nasdaq Clearing is

intended to secure the obligations of a clearing member

exceeding such member’s own margin and default fund

deposits and may be used to cover losses sustained by a

clearing member in the event of a default.

Margin Deposits

Nasdaq Clearing requires all clearing members to provide

collateral, which may consist of cash and non-cash

contributions, to guarantee performance on the clearing

members’ open positions, or initial margin. In addition,

clearing members must also provide collateral to cover the

daily margin call if needed. See “Default Fund

Contributions” above for further discussion of cash and non-

cash contributions.

Similar to default fund contributions, Nasdaq Clearing

maintains and manages all cash deposits related to margin

collateral. All risks and rewards of collateral ownership,

including interest, belong to Nasdaq Clearing and are

recorded in revenues. These cash deposits are recorded in

default funds and margin deposits in the Condensed

Consolidated Balance Sheets as both a current asset and a

current liability. Pledged margin collateral is not recorded in

the Consolidated Balance Sheets as all risks and rewards of

collateral ownership, including interest, belong to the

counterparty.

Nasdaq Clearing marks to market all outstanding contracts

and requires payment from clearing members whose

positions have lost value. The mark-to-market process

performed multiple times on a daily basis helps to identify

any clearing members that may not be able to satisfy their

financial obligations in a timely manner allowing Nasdaq

Clearing the ability to mitigate the risk of a clearing member

defaulting due to exceptionally large losses. In the event of a

default, Nasdaq Clearing can access the defaulting member’s

margin and default fund deposits to cover the defaulting

member’s losses.

Regulatory Capital and Risk Management Calculations

Nasdaq Clearing manages risk through a comprehensive

counterparty risk management framework, which comprises

policies, procedures, standards and financial resources. The

level of regulatory capital is determined in accordance with

Nasdaq Clearing’s regulatory capital and default fund policy,

as approved by the SFSA. Regulatory capital calculations are

continuously updated through a proprietary capital-at-risk

calculation model that establishes the appropriate level of

capital.

As mentioned above, Nasdaq Clearing is the legal

counterparty for each contract cleared and thereby guarantees

the fulfillment of each contract. Nasdaq Clearing accounts for

this guarantee as a performance guarantee. We determine the

fair value of the performance guarantee by considering daily

settlement of contracts and other margining and default fund

requirements, the risk management program, historical

evidence of default payments, and the estimated probability

of potential default payouts. The calculation is determined

using proprietary risk management software that simulates

gains and losses based on historical market prices, extreme

but plausible market scenarios, volatility and other factors

present at that point in time for those particular unsettled

contracts. Based on this analysis the estimated liability was

nominal and no liability was recorded as of June 30, 2026.

Power of Assessment

To further strengthen the contingent financial resources of the

clearinghouse, Nasdaq Clearing has power of assessment that

provides the ability to collect additional funds from its

clearing members to cover a defaulting member’s remaining

obligations up to the limits established under the terms of the

clearinghouse rules. The power of assessment corresponds to

230% of the clearing member’s aggregate contribution to the

financial default fund.

Liability Waterfall

The liability waterfall is the priority order in which the

capital resources would be utilized in the event of a default

where the defaulting clearing member’s collateral and default

fund contribution would not be sufficient to cover the cost to

settle its portfolio. If a default occurs and the defaulting

clearing member’s collateral, including cash deposits and

pledged assets, is depleted, then capital is utilized in the

following amount and order:

• junior capital contributed by Nasdaq Clearing, which

totaled $20 million as of June 30, 2026;

• a loss-sharing pool related only to the financial market that

is contributed to by clearing members and only applies if

the defaulting member’s portfolio includes interest rate

swap products;

• the default fund which includes capital contributions of the

clearing members on a pro-rata basis; and

• senior capital contributed by Nasdaq Clearing, calculated

in accordance with clearinghouse rules, which totaled $24

million as of June 30, 2026.

If additional funds are needed after utilization of the liability

waterfall, or if part of the waterfall has been utilized and

needs to be replenished, then Nasdaq Clearing will utilize its

power of assessment and additional capital contributions will

be required by non-defaulting members up to the limits

established under the terms of the clearinghouse rules.

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In addition to the capital held to withstand counterparty

defaults described above, Nasdaq Clearing also has

committed capital of $87 million to ensure that it can handle

an orderly wind-down of its operation, and that it is

adequately protected against investment, operational, legal,

and business risks.

Market Value of Derivative Contracts Outstanding

The following table presents the market value of derivative

contracts outstanding prior to netting:

In the table above:

• We determined the fair value of our option contracts using

standard valuation models that were based on market-based

observable inputs including implied volatility, interest rates

and the spot price of the underlying instrument.

• We determined the fair value of our forward contracts

using standard valuation models that were based on

market-based observable inputs including benchmark rates

and the spot price of the underlying instrument.

Derivative Contracts Cleared

The following table presents the total number of derivative

contracts cleared through Nasdaq Clearing for the six months

ended June 30, 2026 and 2025:

In the table above, the total volume in cleared power related

to commodity contracts was 117 Terawatt hours (TWh) and

272 TWh for the six months ended June 30, 2026 and 2025,

respectively.

Resale and Repurchase Agreements Contracts

Outstanding and Cleared

The outstanding contract value of resale and repurchase

agreements was $1.2 billion and $800 million as of June 30,

2026 and 2025, respectively. The total number of resale and

repurchase agreements contracts cleared was 1,271,156 and

1,606,945 for the six months ended June 30, 2026 and 2025,

respectively.

15. LEASES

We have operating leases, which are primarily real estate

leases, predominantly for our U.S. and European

headquarters, data centers and for general office space. The

following table provides supplemental balance sheet

information related to Nasdaq’s operating leases:

The following table summarizes Nasdaq’s lease cost:

In the table above, operating lease costs include short-term

lease costs, which were immaterial.

The following table reconciles the undiscounted cash flows

for the following years and total of the remaining years to the

operating lease liabilities recorded in the Condensed

Consolidated Balance Sheets.

In the table above, interest is calculated using an incremental

borrowing rate for each lease. Present value of lease

liabilities includes the current portion of $74 million.

22

Lease payments in the table above exclude $32 million of

legally binding minimum lease payments for leases signed

but not yet commenced primarily related to data center

expansion.

The following table provides information related to Nasdaq’s

lease term and discount rate:

June 30, 2026

Weighted-average remaining lease term (in years) 7.7

Weighted-average discount rate 4.3%

The following table provides supplemental cash flow

information related to Nasdaq’s operating leases:

Lease assets obtained in exchange for operating lease

liabilities primarily relate to expansion and renewals of data

center leases for the six months ended June 30, 2026 and

2025. For the six months ended June 30, 2025, it also related

to a new lease signed for our European headquarters.

16. INCOME TAXES

Income Tax Provision

The following tables present our income tax provision and

effective tax rate:

The higher effective tax rate for the three and six months

ended June 30, 2026, as compared to the prior year periods,

was primarily due to a tax benefit related to payments made

to former Adenza employees in June 2025. The higher

effective tax rate for the six months ended June 30, 2026 also

includes the impact of a favorable audit settlement in the

prior period.

The effective tax rate may vary from period to period

depending on, among other factors, the geographic and

business mix of earnings and losses. These and other factors,

including history of pre-tax earnings and losses, are taken

into account in assessing the ability to realize deferred tax

assets.

Tax Audits

Nasdaq and its eligible subsidiaries file a consolidated U.S.

federal income tax return, applicable state and local income

tax returns and non-U.S. income tax returns. We are subject

to examination by federal, state and local, and foreign tax

authorities. Our federal income tax return is subject to

examination by the Internal Revenue Service for the years

2022 through 2025. Several state tax returns are currently

under examination by the respective tax authorities for the

years 2014 through 2024. Non-U.S. tax returns are subject to

examination by the respective tax authorities for the years

2020 through 2025.

We regularly assess the likelihood of additional assessments

by each jurisdiction and have established tax reserves that we

believe are adequate in relation to the potential for additional

assessments. Examination outcomes and the timing of

examination settlements are subject to uncertainty. Although

the results of such examinations may have an impact on our

unrecognized tax benefits, we do not anticipate that such

impact will be material to our condensed consolidated

financial position or results of operations, but may be

material to our operating results for a particular period and

the effective tax rate for that period.

17. COMMITMENTS, CONTINGENCIES AND

GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin

collateral pledged by clearing members discussed in Note 14,

“Clearing Operations,” we have obtained financial guarantees

and credit facilities, which are guaranteed by us through

counter indemnities, to provide further liquidity related to our

clearing businesses. Financial guarantees issued to us totaled

$4 million as of June 30, 2026 and December 31, 2025. As

discussed in “Other Credit Facilities,” of Note 8, “Debt

Obligations,” we also have credit facilities primarily related

to our Nasdaq Clearing operations, which are available in

multiple currencies.

Other Guarantees

Through our clearing operations in the financial markets,

Nasdaq Clearing is the legal counterparty for, and guarantees

the performance of, its clearing members. See Note 14,

“Clearing Operations,” for further discussion of Nasdaq

Clearing performance guarantees.

We believe that the potential for us to be required to make

payments under these arrangements is unlikely. Accordingly,

no contingent liability is recorded in the Condensed

Consolidated Balance Sheets for the above guarantees.

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Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution

Services, provides a guarantee to securities clearinghouses

and exchanges under its standard membership agreements,

which require members to guarantee the performance of other

members. If a member becomes unable to satisfy its

obligations to a clearinghouse or exchange, other members

would be required to meet its shortfalls. To mitigate these

performance risks, the exchanges and clearinghouses often

require members to post collateral, as well as meet certain

minimum financial standards. Nasdaq Execution Services’

maximum potential liability under these arrangements cannot

be quantified. However, we believe that the potential for

Nasdaq Execution Services to be required to make payments

under these arrangements is unlikely. Accordingly, no

contingent liability is recorded in the Condensed

Consolidated Balance Sheets for these arrangements.

Legal and Regulatory Matters

European Commission Matter

In September 2024, the European Commission, or the EC,

conducted an inspection at the Nasdaq Stockholm offices.

The inspection related to a potential competition law concern

regarding the trading of Nordic financial derivatives. We

understand that the EC's focus is a cooperative arrangement

with Eurex that was announced by Eurex and the Helsinki

Stock Exchange in 1999. The Helsinki Stock Exchange was

acquired by Nasdaq as part of our acquisition of OMX AB in

2008. The cooperative arrangement with Eurex fully ended

before Nasdaq learned of the EC's investigation.

In November 2025, the EC opened a formal antitrust

investigation to assess whether Nasdaq and Deutsche Börse

had breached European Union competition rules by

coordinating their conduct in the sector for listing, trading

and clearing of financial derivatives in the European

Economic Area.

We have been cooperating with the EC but are uncertain

about the duration or ultimate outcome of its review, or to the

extent there is any finding against us, the amount of any fines

or other remedies.

Other Matters

Except as disclosed above and in our prior reports filed under

the Exchange Act, we are not currently a party to any

litigation or proceeding that we believe could have a material

adverse effect on our business, consolidated financial

condition, or operating results. However, from time to time,

we have been threatened with, or named as a defendant in,

lawsuits or involved in regulatory proceedings.

In the normal course of business, Nasdaq discusses matters

with its regulators raised during regulatory examinations or

otherwise subject to their inquiries. Management believes

that censures, fines, penalties or other sanctions that could

result from any ongoing examinations or inquiries will not

have a material impact on our consolidated financial position

or results of operations. However, we are unable to predict

the outcome or the timing of the ultimate resolution of these

matters, or the potential fines, penalties or injunctive or other

equitable relief, if any, that may result from these matters.

Tax Audits

We are engaged in ongoing discussions and audits with

taxing authorities on various tax matters, the resolutions of

which are uncertain. Currently, there are matters that may

lead to assessments, some of which may not be resolved for

several years. Based on currently available information, we

believe we have adequately provided for any assessments that

could result from those proceedings where it is more likely

than not that we will be assessed. We review our positions on

these matters as they progress. See “Tax Audits,” of Note 16,

“Income Taxes,” for further discussion.

18. BUSINESS SEGMENTS

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services. See Note 1, “Organization

and Nature of Operations,” for further discussion of our

reportable segments.

Our management allocates resources, assesses performance

and manages these businesses as three separate segments. We

evaluate the performance of our segments based on several

factors, of which the primary financial measure is operating

income. Our chief operating decision maker, or CODM, who

is our Chair and Chief Executive Officer, does not review

total assets or statements of income below operating income

by segments as key performance metrics; therefore, such

information is not presented below.

24

The following tables present certain information regarding

our business segments for the three months ended June 30,

2026 and 2025:

The following tables present certain information regarding

our business segments for the six months ended June 30,

2026 and 2025:

25

Directly consumed expenses in the table above include both

direct costs and costs of shared resources consumed by the

segment for revenue-generating activities. Other expenses

include indirect overhead costs allocated to our segments.

Other expenses also include expenses allocated to our

Corporate segment. The following tables summarize

revenues and expenses allocated to our Corporate segment:

For further discussion of our segments’ results, see “Segment

Operating Results,” of “Part I, Item 2. Management’s

Discussion and Analysis of Financial Condition and Results

of Operations.”

The items in the preceding table are not included in the

measurement of segment profitability reviewed by our

CODM, as we believe they do not contribute to a meaningful

evaluation of a particular segment’s ongoing operating

performance. Management does not consider these items for

the purpose of evaluating the performance of our segments or

their managers or when making decisions to allocate

resources. Therefore, we believe performance measures

excluding the below items provide management with a useful

representation of our segments’ ongoing activity in each

period. These items, which are presented in the table above,

include the following:

• Revenues and expenses - divestitures: These amounts

reflect the revenues and expenses associated with our

Nordic power futures business, where we entered into an

agreement to transfer open interest in January 2025 and

completed this transfer in March 2026, and the sale of our

Solovis business in October 2025. See Note 4,

“Divestitures,” for further discussion of this transaction.

• Amortization expense of acquired intangible assets: We

amortize intangible assets acquired in connection with

various acquisitions. Intangible asset amortization expense

can vary from period to period due to episodic acquisitions

completed, rather than from our ongoing business

operations. As such, if intangible asset amortization is

included in performance measures, it is more difficult to

assess the day-to-day operating performance of the

segments, and the relative operating performance of the

segments between periods.

• Merger and strategic initiatives expense: We have pursued

various strategic initiatives and completed acquisitions and

divestitures in recent years that have resulted in expenses

which would not have otherwise been incurred. These

expenses generally include integration costs, as well as

legal, due diligence and other third-party transaction costs.

The frequency and the amount of such expenses vary

significantly based on the size, timing and complexity of

the transactions.

• For the three and six months ended June 30, 2026, these

costs included amounts associated with various strategic

initiative costs. For the three and six months ended June

30, 2025, these costs primarily included amounts

associated with the transfer of open positions in our

Nordic power futures business, Adenza integration costs

and other strategic initiative costs.

• Restructuring charges: See Note 19, “Restructuring

Charges,” for further discussion of the restructuring

program.

• Legal and regulatory matters: For the three and six months

ended June 30, 2026 and 2025, this includes accruals

relating to certain legal matters, which are recorded in

professional and contract services in the Condensed

Consolidated Statements of Income.

• Gain on extinguishment of debt: This gain is recorded in

general, administrative and other expense in the Condensed

Consolidated Statements of Income.

26

Geographic Data

The following tables present total gross revenues by

geographic area for the three and six months ended June 30,

2026 and 2025. Revenues are classified based upon the

location of the customer.

No single customer accounted for 10.0% or more of our

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

and 2025.

The following table presents property and equipment, net by

geographic area as of June 30, 2026 and December 31, 2025.

Property and equipment information is based on the physical

location of the assets.

Property and equipment, net for all other countries primarily

includes assets held in Sweden.

19. RESTRUCTURING CHARGES

In the fourth quarter of 2023, following the closing of the

Adenza acquisition, our management approved, committed to

and initiated a restructuring program, “Adenza

Restructuring” to optimize our efficiencies as a combined

organization. We initiated the program upon the acquisition

of Adenza and further expanded the program in the fourth

quarter of 2024 following the achievement of our initial

targets. 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, and all costs have been

incurred as of June 30, 2026. Total costs incurred since the

inception of the program were $139 million. We have

achieved benefits primarily in the form of expense synergies

with over $160 million net expense synergies actioned

through June 30, 2026.

Costs related to this program are recorded as restructuring

charges in the Condensed Consolidated Statements of

Income.

The following table presents a summary of the Adenza

restructuring program charges for the three and six months

ended June 30, 2026 and 2025:

27

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of

Financial Condition and Results of Operations

The following discussion and analysis of the financial

condition and results of operations of Nasdaq should be read

in conjunction with our condensed consolidated financial

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

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

EXECUTIVE OVERVIEW

Nasdaq is a leading technology platform that powers the

world’s economies. We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

the technology, data, and advanced analytics that enable our

clients to capture opportunities, navigate risk, and strengthen

resilience.

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services.

Second Quarter 2026 Highlights and Recent

Developments

• Nasdaq welcomed seven of the 10 largest operating

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

the largest IPO in history with $86 billion in offering

proceeds. Nasdaq set a quarterly record for total proceeds

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

listings franchise, raising over $105 billion in offering

proceeds. Nasdaq achieved a 74% win rate across eligible

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

business combinations.

• Our Index business generated net inflows of $109 billion

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

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

reached new milestones, both exceeding $1.0 trillion for

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

new products, including 11 in the institutional annuity

space and 17 international products.

• Financial Technology delivered double-digit revenue

growth in each subdivision for the second consecutive

quarter. Financial Technology delivered 16% revenue

growth and 16% ARR growth. During the second quarter

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

107 upsells.

• Market Services delivered record quarterly net revenues

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

supported by record industry volumes. Nasdaq’s Closing

Cross achieved new records in notional value traded across

both the June Triple Witch and Russell reconstitution.

Macroeconomic environment

Our business performance can be positively or negatively

impacted by a number of factors, including general economic

conditions, the accelerated pace of technological change, the

geopolitical environment, current or expected inflation,

interest rate fluctuations, the threat or imposition of broad-

based tariffs, market volatility, changes in investment

patterns and priorities, regulatory changes, pandemics and

other factors that are generally beyond our control. For

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

months ended June 30, 2026 compared with the same period

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

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

to higher valuations in Nasdaq Indices, higher overall

volumes in Index derivatives and a strengthening IPO

environment. To the extent that global or national economic

conditions weaken and result in slower growth or recessions,

our business may be negatively impacted.

Nasdaq’s Operating Results

The following tables summarize our financial performance

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

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

results of operations, see “Segment Operating Results”

below.

28

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

revenues and expenses are translated using monthly average

exchange rates. Impacts on our revenues less transaction-

based expenses and operating income associated with

fluctuations in foreign currency are discussed in more detail

under “Item 3. Quantitative and Qualitative Disclosures

About Market Risk.”

The following chart summarizes our ARR (in millions):

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

ARR for a given period is the current annualized value

derived from subscription contracts with a defined contract

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

time in nature, or where the contract value fluctuates based

on defined metrics. ARR is currently one of our key

performance metrics to assess the health and trajectory of our

recurring business. ARR does not have any standardized

definition and is therefore unlikely to be comparable to

similarly titled measures presented by other companies. ARR

should be viewed independently of revenue and deferred

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

either of those items. For AxiomSL and Calypso recurring

revenue contracts, the amount included in ARR is consistent

with the amount that we invoice the customer during the

current period. Additionally, for AxiomSL and Calypso

recurring revenue contracts that include annual values that

increase over time, we include in ARR only the annualized

value of components of the contract that are considered

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

include the future committed increases in the contract value

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

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

in calculating ARR may or may not be extended or renewed

by our customers.

The ARR chart includes:

• 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, for 2Q25, includes ARR related to our Solovis business divested in October 2025.

The following chart summarizes our quarterly annualized

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

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

29

SEGMENT OPERATING RESULTS

The following tables present our revenues by segment:

The following charts present our Capital Access Platforms,

Financial Technology and Market Services segments as a

percentage of our total revenues, less transaction-based

expenses.

30

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

In the tables above:

• The number of total listed companies on The Nasdaq Stock

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

914 ETPs, respectively.

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

companies for exchanges that comprise Nasdaq Nordic and

Nasdaq Baltic represent companies listed on the Nasdaq

Nordic and Nasdaq Baltic exchanges and companies listed

on the alternative markets of Nasdaq First North.

Data & Listing Services revenues increased for the three and

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

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

existing clients, pricing and usage, and increased revenue

from annual and initial listing fees due to new listings,

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

off of prior period amortization of initial listing fees. The

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

a favorable impact from changes in foreign currency rates.

31

Index Revenues

The following table presents key drivers from our Index

business:

In the table above, TTM represents trailing twelve months.

Index revenues increased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

primarily due to higher average AUM in exchange traded

products linked to Nasdaq indices, higher volume based

revenues and a $6 million one-time revenue benefit, due to a

contract modification, recognized in the second quarter of

Workflow & Insights Revenues

The following table presents key drivers from our Workflow

& Insights business:

Workflow & Insights revenues increased for the three and six

months ended June 30, 2026, compared with the same

periods in 2025, primarily due to an increase in analytics

revenues, largely driven by eVestment and Nasdaq Data Link

sales growth.

Financial Technology

The following tables present revenues from our Financial

Technology segment:

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial

Crime Management Technology business:

Financial Crime Management Technology revenues

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

compared with the same periods in 2025, primarily due to

higher subscription revenues from new and existing clients

and higher professional services fees.

Regulatory Technology Revenues

The following table presents key drivers for our Regulatory

Technology business:

Regulatory Technology revenues increased for the three and

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

periods in 2025, primarily due to increased subscription

revenues from our AxiomSL and Surveillance solutions

primarily driven by price increases, revenue from new clients

and the favorable impact from changes in foreign currency

rates.

32

Capital Markets Technology Revenues

The following table presents key drivers for our Capital

Markets Technology business:

Capital Markets Technology revenues increased for the three

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

periods in 2025. The increase was primarily due to higher

revenues from data center expansion, including a change in

pricing structure, higher Calypso upfront license revenues

and increased subscription revenues across all businesses,

partially offset by lower professional services revenues. For

the six months ended June 30, 2026 the increase was also

driven by certain one-time fees.

Market Services

The following tables present revenues from our Market

Services segment:

The following tables present net revenues by product from

our Market Services segment:

In the tables above, Other includes Nordic fixed income

trading & clearing, Nordic derivatives and Canadian cash

equities trading.

33

U.S. Equity Derivative Trading

The following tables present total revenues, transaction-based

expenses, and total revenues less transaction-based expenses

as well as key drivers from our U.S. Equity Derivative

Trading business:

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

U.S. cash equity trading revenues with a corresponding

amount recorded in transaction-based expenses. We are

assessed these fees from the SEC and pass them through to

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

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

our percentage of the overall industry volumes processed on

our systems, and differences in actual dollar value traded.

Section 31 fees increased for the three months ended June 30,

2026, compared with the same period in 2025, primarily due

to a higher average SEC fee rate. The decrease in the six

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

in 2025, is primarily due to lower average SEC fee rates.

Since the amount recorded in revenues is equal to the amount

recorded as Section 31 fees, there is no impact on our net

revenues.

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

derivative trading revenues, net increased for the three and

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

periods in 2025, primarily due to higher industry trading

volumes, partially offset by lower capture. The increase for

the six months ended June 30, 2026 was also driven by

higher 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

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

same periods in 2025, primarily due to higher industry

trading volumes executed on Nasdaq’s exchanges, partially

offset by lower rebate capture rate.

34

Cash Equity Trading Revenues

The following tables present total revenues, transaction-based

expenses, and total revenues less transaction-based expenses

as well as key drivers and other metrics from our Cash Equity

Trading business:

See the discussion above for an explanation of Section 31

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

compared with the same periods in 2025.

Cash equity trading revenues and cash equity trading

revenues, net increased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

primarily due to higher U.S. industry trading volumes, higher

U.S. and European matched market share executed on

Nasdaq's exchanges, and higher European trading volumes.

For the six months ended June 30, 2026, higher capture also

contributed to the increase in cash equity trading revenues as

compared to the prior period.

35

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, increased for the

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

same periods in 2025, primarily due to higher industry

trading volumes and higher U.S. matched market share

executed on Nasdaq’s exchanges. The increase for the six

months ended June 30, 2026 is also driven by a higher rebate

capture rate. 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

Texas, we credit a portion of the per share execution charge

to the market participant that takes the liquidity.

U.S. Tape Plans

The following tables present revenues from our U.S. Tape

plans business:

U.S. Tape plans revenues decreased for the three and six

months ended June 30, 2026, compared with the same

periods in 2025, primarily due to lower audit revenues as

compared to the three and six months ended June 30, 2025,

which included an industry-wide adjustment.

Other

Other includes Nordic fixed income trading and clearing,

Nordic derivatives and Canadian cash equities trading. The

following tables present revenues from our Other business:

In the preceding tables, Other is presented net of Canadian

cash equity transaction rebates of $7 million for both the

three months ended June 30, 2026 and 2025, and $16 million

and $13 million for the six months ended June 30, 2026 and

2025, respectively.

Other revenues increased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

primarily due to an increase in Nordic fixed income revenues.

The increase for the six months ended June 30, 2026,

compared with the same period in 2025, was also due to an

increase in Nordic equity derivatives revenues and Canadian

cash equity revenues.

Other Revenues

For the six months ended June 30, 2026, Other revenues

related to our Nordic power futures business. For the three

and six months ended June 30, 2025, Other revenues also

included our Solovis business. See Note 4, “Divestitures,” to

the condensed consolidated financial statements for further

discussion.

36

EXPENSES

Operating Expenses

The following tables present our operating expenses:

The increase in compensation and benefits expense for the

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

same periods in 2025, was primarily driven by increased

headcount and higher incentive compensation driven by our

performance.

Headcount, including employees of non-wholly owned

consolidated subsidiaries, increased to 9,630 employees as of

June 30, 2026 from 9,492 employees as of June 30, 2025, as

we support revenue growth and innovation.

Professional and contract services expense increased for the

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

same periods in 2025, primarily due to higher legal fee

accruals.

Technology and communication infrastructure expense

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

compared with the same periods in 2025, primarily due to

increased investment in technology, particularly our cloud

initiatives and software licensing.

Occupancy expense increased for the three and six months

ended June 30, 2026, compared with the same periods in

2025, primarily due to colocation data center expansion.

General, administrative and other expense remained

relatively flat for the three months ended June 30, 2026,

compared with the same period in 2025. The increase for the

six months ended June 30, 2026 compared with the same

period in 2025 was primarily due to a gain on extinguishment

of debt recorded in the first quarter of 2025.

Marketing and advertising expense increased for the three

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

same periods in 2025, primarily due to a strengthening IPO

environment.

Depreciation and amortization expense increased for the

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

same periods in 2025, due to increased depreciation of

capitalized software projects.

Regulatory expense decreased for the three and six months

ended June 30, 2026, compared with the same periods in

2025, primarily due to lower CAT operating costs.

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 three and six months

ended June 30, 2026, these costs included amounts associated

with various strategic initiative costs. For the three and six

months ended June 30, 2025, these costs primarily included

amounts associated with the transfer of open positions in our

Nordic power futures business, Adenza integration costs and

other strategic initiative costs.

Restructuring charges increased for the three and six months

of June 30, 2026, compared with the same periods in 2025,

primarily due to the higher consulting and other services,

partially offset by lower employee-related costs in relation to

our Adenza restructuring program. See Note 19,

“Restructuring Charges,” to the condensed consolidated

financial statements for further discussion.

37

Non-Operating Income and Expenses

The following tables present our non-operating income and

expenses:

N/M Not meaningful

The following tables present our interest expense:

Interest income decreased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

primarily due to a lower average cash balance.

Interest expense decreased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

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 in 2025.

Net gains on divestitures for the six months ended June 30,

2026 primarily relates to the divestiture of our Nordic power

futures business, net of costs to sell. Net gains on divestitures

for the three and six months ended June 30, 2025 relates to

the divestitures of our Nordic power futures business and our

Nasdaq Risk Modelling for Catastrophes business, net of

costs to sell. See Note 4, “Divestitures,” to the condensed

consolidated financial statements for further discussion of

these transactions.

Other income (losses) primarily represents realized and

unrealized gains and losses from strategic investments related

to our corporate venture program. For the three and six

months ended June 30, 2026, this also includes the

impairment of intangible assets related to customer

relationships and licenses associated with the wind-down of

our Nordic power futures business. See “Acquired Intangible

Assets,” of Note 5, “Goodwill and Acquired Intangible

Assets,” and “Equity Securities,” of Note 6, “Investments,” to

the condensed consolidated financial statements for further

discussion of these transactions.

Net income from unconsolidated investees primarily relates

to income recognized from our equity method investment in

OCC. See “Equity Method Investments,” of Note 6,

“Investments,” to the condensed consolidated financial

statements for further discussion.

Tax Matters

The following tables present our income tax provision and

effective tax rate:

For further discussion of our tax matters, see Note 16,

“Income Taxes,” to the condensed consolidated financial

statements.

38

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance

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

and non-GAAP diluted earnings per share in this Quarterly

Report on Form 10-Q. 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 Quarterly Report on Form 10-Q,

including our condensed 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.

We understand that analysts and investors regularly rely on

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

income and non-GAAP diluted earnings per share, to assess

operating performance. We use non-GAAP net income 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 tables present reconciliations between U.S.

GAAP net income and diluted earnings per share and non-

GAAP net income and diluted earnings per share:

39

We believe that excluding the above items, described further

below, from the non-GAAP net income provides a more

meaningful analysis of Nasdaq’s ongoing operating

performance and comparisons in Nasdaq’s performance

between periods:

• 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 three and six months

ended June 30, 2026, these costs included amounts

associated with various strategic initiative costs. For the

three and six months ended June 30, 2025, these costs

primarily included amounts associated with the transfer of

open positions in our Nordic power futures business,

Adenza integration costs and other strategic initiative costs.

• Restructuring charges: See Note 19, “Restructuring

Charges,” to the condensed consolidated financial

statements for further discussion of this program.

• Gain on extinguishment of debt: This gain is recorded in

general, administrative and other expense in the Condensed

Consolidated Statements of Income.

• Net gain on divestitures: For the six months ended June 30,

2026, this primarily includes the recognition of an

incremental gain on the sale of our Nordic power futures

business, net of costs to sell. For the three and six months

ended June 30, 2025, this includes gains on divestitures of

our Nordic power futures business and our Nasdaq Risk

Modelling for Catastrophes business, net of costs to sell.

See Note 4, “Divestitures,” to the condensed consolidated

financial statements for further discussion of these

transactions.

• Net income 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

condensed consolidated financial statements for further

discussion.

• Legal and regulatory matters: For the three and six months

ended June 30, 2026 and 2025, this includes accruals

relating to certain legal matters, which are recorded in

professional and contract services in the Condensed

Consolidated Statements of Income.

• Other loss: For the three and six months ended June 30,

2026 and 2025, other items primarily include net gains and

losses from strategic investments entered into through our

corporate venture program. For the three and six months

ended June 30, 2026, this also includes intangible assets

impairments of customer relationships and licenses relating

to the wind-down of our Nordic power futures business.

The net effect of these items is included in other income

(losses) in our Condensed Consolidated Statements of

Income. See “Acquired Intangible Assets,” of Note 5,

“Goodwill and Acquired Intangible Assets,” and “Equity

40

Securities,” of Note 6, “Investments,” to the condensed

consolidated financial statements for further discussion of

these transactions.

• 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 three and six months ended

June 30, 2025, other tax adjustments reflect a tax benefit

related to payments made to certain former Adenza

employees. For the six months ended June 30, 2025, this

also reflects the release of the prior years' reserves

following a favorable audit settlement.

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;

• credit rating downgrades, which could limit our access to

additional debt;

• a significant decrease in the market price of our common

stock; and

• volatility or disruption in the public debt and equity

markets.

The following table summarizes selected measures of our

liquidity and capital resources:

Working Capital

The decrease in working capital from December 31, 2025 to

June 30, 2026, excluding default funds and margin deposits,

as the corresponding assets and liabilities are both equal and

offsetting, is primarily due to an increase in current liabilities

partially offset by an increase in current assets.

Increased current liabilities were primarily due to:

• increased Section 31 fees payable due to an increase in the

Section 31 fee rate and timing of payment, and

• higher deferred revenue due to timing of billings, primarily

relating to our annual listing fees; partially offset by

• a decrease in short-term debt, see “Debt obligations” below

for further discussion,

• a decrease in accrued personnel costs,
• a decrease in other current liabilities, and
• a decrease in accounts payable and accrued expenses.

Increased current assets were primarily due to:

• higher receivables, net primarily due to an increase in

Section 31 fee rate and due to timing of billings, and

• an increase in financial investments at fair value, partially

offset by

• lower restricted cash primarily due to the movement of

regulatory capital to longer-term investments classified as

financial investments,

• lower other current assets, and
• lower cash and cash equivalents.

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 June 30, 2026 and December 31,

2025, our cash and cash equivalents of $520 million and

$604 million, respectively, were primarily invested in money

market funds and bank deposits.

Repatriation of Cash

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

various foreign subsidiaries totaled $199 million as of June

30, 2026 and $280 million as of December 31, 2025. The

remaining balance held in the U.S. totaled $321 million as of

June 30, 2026 and $324 million as of December 31, 2025.

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Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $26 million

as of June 30, 2026 and $210 million as of December 31,

2025, 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 Condensed Consolidated

Balance Sheets. The decrease in this balance as of June 30,

2026 is primarily due to more regulatory capital being

invested in longer term investments, which are classified as

financial investments in the Condensed Consolidated Balance

Sheets as of June 30, 2026. Capital held for regulatory

purposes is invested based on prevailing market rates and our

investment strategy and may be held in shorter term

investments, which meet the criteria to be classified as cash

equivalents, and would then be included in restricted cash

and cash equivalents or longer term investments which would

be classified as financial investments in the Condensed

Consolidated Balance Sheets.

Cash Flow Analysis

The following table summarizes the changes in cash flows:

Net Cash Provided by Operating Activities

Net cash provided by operating activities primarily consists

of net income adjusted for certain non-cash items, including,

but not limited to, depreciation and amortization expense,

expense associated with share-based compensation, net

income from unconsolidated investees, net gain on

divestitures and the effects of changes in working capital.

Refer to the above discussion regarding changes in working

capital.

Net cash provided by operating activities decreased $9

million for the six months ended June 30, 2026 compared

with the same period in 2025. The decrease was primarily

driven by changes in working capital, as discussed above and

an increase in net gain on divestitures, partially offset by

higher net income and an increase in other adjustments to net

income.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by (used in) investing activities increased

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

same period in 2025. This was primarily driven by higher

proceeds from net sales and redemption of investments

related to default funds and margin deposits of $915 million,

which does not impact Nasdaq's cash, cash equivalents,

restricted cash or restricted cash equivalents as it relates to

customer funds. The increase is also driven by higher

proceeds from divestitures, net of cash divested of $37

million, partially offset by an increase in purchases of

securities of $299 million, primarily due to more regulatory

capital being invested in longer-term investments and

purchases of property and equipment of $29 million.

Net Cash Used in Financing Activities

Net cash used in financing activities increased for the six

months ended June 30, 2026 compared with the same period

in 2025 primarily driven by higher outflows of cash from the

default funds and margin deposits of $1,997 million, which

does not impact Nasdaq's cash, cash equivalents, restricted

cash or restricted cash equivalents as it relates to customer

funds, increases in repurchases of common stock of $688

million and an increase in dividends paid of $34 million.

These increases were partially offset by issuance of

commercial paper, net of $269 million and a decrease in

repayment of debt of $226 million.

See Note 8, “Debt Obligations,” to the condensed

consolidated financial statements for further discussion of our

debt obligations.

See “Default Fund Contributions and Margin Deposits” of

Note 14, “Clearing Operations,” for further discussion of

these balances.

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

Common Stock,” of Note 11, “Nasdaq Stockholders’

Equity,” to the condensed 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 $198 million as of June 30,

2026 and $28 million as of December 31, 2025. Of these

securities, $163 million as of June 30, 2026 and $18 million

as of December 31, 2025 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

condensed 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 June 30,

2026, our required regulatory capital of $131 million was

primarily comprised of European government debt securities

that are included in financial investments in the Condensed

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 June 30, 2026, the combined

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required minimum net capital totaled $1 million and the

combined excess capital totaled $18 million, substantially all

of which is held in cash and cash equivalents in the

Condensed Consolidated Balance Sheets. The required

minimum net capital is included in restricted cash and cash

equivalents in the Condensed 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 June 30,

2026, our required regulatory capital of $41 million was

primarily invested in European government debt securities

that are included in financial investments in the Condensed

Consolidated Balance Sheets and cash and cash equivalents,

which is included in restricted cash and cash equivalents in

the Condensed 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 June 30, 2026, 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 Condensed Consolidated Balance

Sheets and cash and cash equivalents, which is included in

restricted cash and cash equivalents in the Condensed

Consolidated Balance Sheets.

Equity and dividends

Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq

Stockholders’ Equity,” to the condensed consolidated

financial statements for further discussion of our share

repurchase program, including our ASR agreements.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends

paid per common share on our outstanding common stock:

See “Cash Dividends on Common Stock,” of Note 11,

“Nasdaq Stockholders’ Equity,” to the condensed

consolidated financial statements for further discussion of the

dividends.

Debt Obligations

Our outstanding debt obligations, by contractual maturity, at June 30, 2026 are as follows (in U.S. Dollar millions):

n U.S. Notes n Euro Notes

43

As of and for the six months ended June 30, 2026, the

weighted average interest rate on our debt obligations was

approximately 3.7%. 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 June 2026,

Nasdaq amended and restated our existing $1.25 billion five-

year revolving credit facility, with a new maturity date of

June 30, 2031, and increased the borrowing capacity to

$1.50 billion. In addition to the 2026 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.

As of June 30, 2026, we were in compliance with the

covenants of all of our debt obligations.

See Note 8, “Debt Obligations,” to the condensed

consolidated financial statements for further discussion of our

debt obligations.

Contractual Obligations and Contingent Commitments

Nasdaq had no significant changes to our contractual

obligations and contingent commitments from those

disclosed in “Part I. Item 7. Management’s Discussion and

Analysis of Financial Condition and Results of Operations”

in our Annual Report on Form 10-K that was filed with the

SEC on February 12, 2026.

OFF-BALANCE SHEET ARRANGEMENTS

For discussion of off-balance sheet arrangements see:

• Note 14, “Clearing Operations,” to the condensed

consolidated financial statements for further discussion of

our non-cash default fund contributions and margin

deposits received for clearing operations; and

• Note 17, “Commitments, Contingencies and Guarantees,”

to the condensed consolidated financial statements for

further discussion of:

• Guarantees issued and credit facilities available;
  • Other guarantees; and
  • Routing brokerage activities.