# Nasdaq, Inc. (NDAQ) 10-Q SEC filing - Q2 FY2026

- Filed: Jul 23, 2026, 4:13 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001120193-26-000013
- OpenCapital page: https://www.opencapital.sh/filings/0001120193-26-000013
- Markdown URL: https://www.opencapital.sh/filings/0001120193-26-000013.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/0001120193-26-000013-index.htm

## Filing documents

- [10-Q (ndaq-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq-20260630.htm)
- [EX-10.1 (ndaq6302026ex-101.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-101.htm)
- [EX-10.2 (ndaq6302026ex-102.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-102.htm)
- [EX-10.3 (ndaq6302026ex-103.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-103.htm)
- [EX-10.4 (ndaq6302026ex-104.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-104.htm)
- [EX-31.1 (ndaq6302026ex-311.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-311.htm)
- [EX-31.2 (ndaq6302026ex-312.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-312.htm)
- [EX-32.1 (ndaq6302026ex-321.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-321.htm)

---

## 10-Q

SEC source: [ndaq-20260630.htm](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq-20260630.htm)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from \_\_\_\_\_\_\_\_ to \_\_\_\_\_\_\_\_

Commission file number: 001-38855

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

Delaware 52-1165937

(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

|  |  |
| --- | --- |
| New York | 10036 |
| (Address of Principal Executive Offices) | (Zip Code) |

Registrant’s telephone number, including area code: +1 212 401 8700

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class / Common Stock, $0.01 par value per share | Trading Symbol(s) / NDAQ | Name of each exchange on which registered / The Nasdaq Stock Market / Nasdaq Texas, LLC |
| --- | --- | --- |
| 4.500% Senior Notes due 2032 | NDAQ32 | The Nasdaq Stock Market |
| 0.900% Senior Notes due 2033 | NDAQ33 | The Nasdaq Stock Market |
| 0.875% Senior Notes due 2030 | NDAQ30 | The Nasdaq Stock Market |
| 1.75% Senior Notes due 2029 | NDAQ29 | The Nasdaq Stock Market |

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has

been subject to such filing requirements for the past 90 days. Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files). Yes  ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and

“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐ No ☒ 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class Outstanding at July 16, 2026

Common Stock, $0.01 par value per share 558,977,372 shares

i

Nasdaq, Inc.

TABLE OF CONTENTS

PART I [Financial Information](#i288b9fb8e9b641abb04c844b6bb586b0_16)

Item 1. [Financial Statements](#i288b9fb8e9b641abb04c844b6bb586b0_19) [1](#i288b9fb8e9b641abb04c844b6bb586b0_19)

[Condensed Consolidated Balance Sheets](#i288b9fb8e9b641abb04c844b6bb586b0_22) [1](#i288b9fb8e9b641abb04c844b6bb586b0_22)

[Condensed Consolidated Statements of Income](#i288b9fb8e9b641abb04c844b6bb586b0_25) [2](#i288b9fb8e9b641abb04c844b6bb586b0_25)

[Condensed Consolidated Statements of Comprehensive Income](#i288b9fb8e9b641abb04c844b6bb586b0_28) [3](#i288b9fb8e9b641abb04c844b6bb586b0_28)

[Condensed Consolidated Statements of Changes in Stockholders' Equity](#i288b9fb8e9b641abb04c844b6bb586b0_31) [4](#i288b9fb8e9b641abb04c844b6bb586b0_31)

[Condensed Consolidated Statements of Cash Flows](#i288b9fb8e9b641abb04c844b6bb586b0_34) [5](#i288b9fb8e9b641abb04c844b6bb586b0_34)

[Notes to Condensed Consolidated Financial Statements](#i288b9fb8e9b641abb04c844b6bb586b0_37) [6](#i288b9fb8e9b641abb04c844b6bb586b0_37)

Item 2. [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i288b9fb8e9b641abb04c844b6bb586b0_106) [27](#i288b9fb8e9b641abb04c844b6bb586b0_106)

Item 3. [Quantitative and Qualitative Disclosures About Market Risk](#i288b9fb8e9b641abb04c844b6bb586b0_178) [43](#i288b9fb8e9b641abb04c844b6bb586b0_178)

Item 4. [Controls and Procedures](#i288b9fb8e9b641abb04c844b6bb586b0_181) [46](#i288b9fb8e9b641abb04c844b6bb586b0_181)

PART II [Other Information](#i288b9fb8e9b641abb04c844b6bb586b0_184)

Item 1. [Legal Proceedings](#i288b9fb8e9b641abb04c844b6bb586b0_187) [46](#i288b9fb8e9b641abb04c844b6bb586b0_187)

Item 1A. [Risk Factors](#i288b9fb8e9b641abb04c844b6bb586b0_190) [46](#i288b9fb8e9b641abb04c844b6bb586b0_190)

Item 2. [Unregistered Sales of Equity Securities and Use of Proceeds](#i288b9fb8e9b641abb04c844b6bb586b0_193) [46](#i288b9fb8e9b641abb04c844b6bb586b0_193)

Item 5. [Other Information](#i288b9fb8e9b641abb04c844b6bb586b0_196) [47](#i288b9fb8e9b641abb04c844b6bb586b0_196)

## Item 1. Financial Statements

**Nasdaq, Inc.**

### Condensed Consolidated Balance Sheets

_(in millions, except share and par value amounts)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (unaudited) |  |
| Assets |  |  |
| Current assets: |  |  |
| Cash and cash equivalents | $520 | $604 |
| Restricted cash and cash equivalents | 26 | 210 |
| Default funds and margin deposits (including restricted cash and cash equivalents of $254 and $3,120, respectively) | 2,323 | 5,842 |
| Financial investments | 198 | 28 |
| Receivables, net | 1,182 | 943 |
| Other current assets | 284 | 376 |
| Total current assets | 4,533 | 8,003 |
| Property and equipment, net | 767 | 728 |
| Goodwill | 14,245 | 14,371 |
| Intangible assets, net | 6,223 | 6,511 |
| Operating lease assets | 481 | 447 |
| Other non-current assets | 1,092 | 993 |
| Total assets | $27,341 | $31,053 |
| Liabilities |  |  |
| Current liabilities: |  |  |
| Accounts payable and accrued expenses | $252 | $280 |
| Section 31 fees payable to SEC | 313 | — |
| Accrued personnel costs | 243 | 364 |
| Deferred revenue | 931 | 785 |
| Other current liabilities | 174 | 259 |
| Default funds and margin deposits | 2,323 | 5,842 |
| Short-term debt | 269 | 431 |
| Total current liabilities | 4,505 | 7,961 |
| Long-term debt | 8,492 | 8,573 |
| Deferred tax liabilities, net | 1,616 | 1,584 |
| Operating lease liabilities | 482 | 462 |
| Other non-current liabilities | 253 | 241 |
| Total liabilities | 15,348 | 18,821 |
| Commitments and contingencies |  |  |
| Equity |  |  |
| Nasdaq stockholders’ equity: |  |  |
| Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 587,518,685 at June 30, 2026 and 594,620,320 at December 31, 2025; shares outstanding: 561,990,385 at June 30, 2026 and 569,894,024 at December 31, 2025 | 6 | 6 |
| Additional paid-in capital | 4,353 | 5,122 |
| Common stock in treasury, at cost: 25,528,300 shares at June 30, 2026 and 24,726,296 shares at December 31, 2025 | (784) | (716) |
| Accumulated other comprehensive loss | (1,874) | (1,773) |
| Retained earnings | 10,287 | 9,588 |
| Total Nasdaq stockholders’ equity | 11,988 | 12,227 |
| Noncontrolling interests | 5 | 5 |
| Total equity | 11,993 | 12,232 |
| Total liabilities and equity | $27,341 | $31,053 |

See accompanying notes to condensed consolidated financial statements.

2

**Nasdaq, Inc.**

### Condensed Consolidated Statements of Income

_(unaudited) · (in millions, except per share amounts)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues: |  |  |  |  |
| Capital Access Platforms | $621 | $520 | $1,186 | $1,028 |
| Financial Technology | 539 | 464 | 1,057 | 896 |
| Market Services | 1,372 | 1,101 | 2,419 | 2,240 |
| Other revenues | — | 16 | 8 | 32 |
| Total revenues | 2,532 | 2,101 | 4,670 | 4,196 |
| Transaction-based expenses: |  |  |  |  |
| Transaction rebates | (712) | (640) | (1,436) | (1,224) |
| Brokerage, clearance and exchange fees | (320) | (155) | (326) | (429) |
| Revenues less transaction-based expenses | 1,500 | 1,306 | 2,908 | 2,543 |
| Operating expenses: |  |  |  |  |
| Compensation and benefits | 383 | 352 | 739 | 681 |
| Professional and contract services | 42 | 39 | 82 | 75 |
| Technology and communication infrastructure | 88 | 79 | 171 | 156 |
| Occupancy | 35 | 30 | 68 | 58 |
| General, administrative and other | 23 | 23 | 52 | 29 |
| Marketing and advertising | 24 | 14 | 44 | 28 |
| Depreciation and amortization | 165 | 158 | 331 | 313 |
| Regulatory | 9 | 14 | 19 | 29 |
| Merger and strategic initiatives | 5 | 20 | 9 | 44 |
| Restructuring charges | 14 | 9 | 24 | 15 |
| Total operating expenses | 788 | 738 | 1,539 | 1,428 |
| Operating income | 712 | 568 | 1,369 | 1,115 |
| Interest income | 8 | 12 | 13 | 24 |
| Interest expense | (86) | (95) | (172) | (192) |
| Net gain on divestitures | — | 39 | 89 | 39 |
| Other income (losses) | (2) | 1 | (15) | — |
| Net income from unconsolidated investees | 21 | 23 | 47 | 50 |
| Income before income taxes | 653 | 548 | 1,331 | 1,036 |
| Income tax provision | 146 | 96 | 305 | 190 |
| Net income | $507 | $452 | $1,026 | $846 |
| Net loss attributable to noncontrolling interests | — | — | — | 1 |
| Net income attributable to Nasdaq | $507 | $452 | $1,026 | $847 |
| Per share information: |  |  |  |  |
| Basic earnings per share | $0.90 | $0.79 | $1.81 | $1.47 |
| Diluted earnings per share | $0.89 | $0.78 | $1.80 | $1.46 |
| Cash dividends declared per common share | $0.31 | $0.27 | $0.58 | $0.51 |

See accompanying notes to condensed consolidated financial statements.

3

**Nasdaq, Inc.**

### Condensed Consolidated Statements of Comprehensive Income

_(unaudited) · (in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net income | $507 | $452 | $1,026 | $846 |
| Other comprehensive income (loss): |  |  |  |  |
| Foreign currency translation gains (losses) | (57) | (45) | (76) | 130 |
| Income tax benefit (expense)(1) | (7) | 67 | (25) | 98 |
| Foreign currency translation, net | (64) | 22 | (101) | 228 |
| Unrealized gain (loss) on derivatives instruments, net | (3) | 5 | — | 2 |
| Total other comprehensive income (loss), net of tax | (67) | 27 | (101) | 230 |
| Comprehensive income | $440 | $479 | $925 | $1,076 |
| Comprehensive loss attributable to noncontrolling interests | — | — | — | 1 |
| Comprehensive income attributable to Nasdaq | $440 | $479 | $925 | $1,077 |

(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

**Nasdaq, Inc.**

### Condensed Consolidated Statements of Changes in Stockholders’ Equity

_(unaudited) · (in millions)_

| Line item | Three Months Ended June 30, 2026 / Shares | Three Months Ended June 30, 2026 / $ | Three Months Ended June 30, 2025 / Shares | Three Months Ended June 30, 2025 / $ | Six Months Ended June 30, 2026 / Shares | Six Months Ended June 30, 2026 / $ | Six Months Ended June 30, 2025 / Shares | Six Months Ended June 30, 2025 / $ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Common stock | 565 | 6 | 574 | 6 | 570 | 6 | 575 | 6 |
| Additional paid-in capital |  |  |  |  |  |  |  |  |
| Beginning balance |  | 4,627 |  | 5,450 |  | 5,122 |  | 5,530 |
| Share repurchase program | (4) | (356) | (1) | (100) | (10) | (903) | (3) | (215) |
| Share-based compensation | 1 | 50 | 1 | 46 | 2 | 87 | 2 | 81 |
| Issuance of stock under employee stock plans | — | 3 | — | — | 1 | 18 | — | — |
| Other issuances of common stock, net | — | 29 | — | 29 | — | 29 | — | 29 |
| Ending balance |  | 4,353 |  | 5,425 |  | 4,353 |  | 5,425 |
| Common stock in treasury, at cost |  |  |  |  |  |  |  |  |
| Beginning balance |  | (747) |  | (672) |  | (716) |  | (647) |
| Employee shares withheld | — | (37) | — | (34) | (1) | (68) | — | (59) |
| Ending balance |  | (784) |  | (706) |  | (784) |  | (706) |
| Accumulated other comprehensive loss |  |  |  |  |  |  |  |  |
| Beginning balance |  | (1,807) |  | (1,896) |  | (1,773) |  | (2,099) |
| Other comprehensive income (loss) |  | (67) |  | 27 |  | (101) |  | 230 |
| Ending balance |  | (1,874) |  | (1,869) |  | (1,874) |  | (1,869) |
| Retained earnings |  |  |  |  |  |  |  |  |
| Beginning balance |  | 9,954 |  | 8,658 |  | 9,588 |  | 8,401 |
| Net income attributable to Nasdaq |  | 507 |  | 452 |  | 1,026 |  | 847 |
| Cash dividends declared and paid |  | (174) |  | (155) |  | (327) |  | (293) |
| Ending balance |  | 10,287 |  | 8,955 |  | 10,287 |  | 8,955 |
| Total Nasdaq stockholders’ equity |  | 11,988 |  | 11,811 |  | 11,988 |  | 11,811 |
| Noncontrolling interests |  |  |  |  |  |  |  |  |
| Beginning balance |  | 5 |  | 9 |  | 5 |  | 9 |
| Net activity related to noncontrolling interests |  | — |  | (2) |  | — |  | (2) |
| Ending balance |  | 5 |  | 7 |  | 5 |  | 7 |
| Total Equity | 562 | $11,993 | 574 | $11,818 | 562 | $11,993 | 574 | $11,818 |

See accompanying notes to condensed consolidated financial statements.

5

**Nasdaq, Inc.**

### Condensed Consolidated Statements of Cash Flows

_(unaudited) · (in millions)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net income | $1,026 | $846 |
| Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
| Depreciation and amortization | 331 | 313 |
| Share-based compensation | 87 | 81 |
| Deferred income tax expense | 12 | 12 |
| Net gain on divestitures | (89) | (39) |
| Net income from unconsolidated investees | (47) | (50) |
| Other reconciling items included in net income | 25 | (9) |
| Net change in operating assets and liabilities, excluding the effects of divestitures: |  |  |
| Receivables, net | (248) | 145 |
| Other assets | 94 | 84 |
| Accounts payable and accrued expenses | (27) | (30) |
| Section 31 fees payable to SEC | 313 | 92 |
| Accrued personnel costs | (117) | (60) |
| Deferred revenue | 153 | 118 |
| Other liabilities | (113) | (94) |
| Net cash provided by operating activities | 1,400 | 1,409 |
| Cash flows from investing activities: |  |  |
| Purchases of securities | (499) | (200) |
| Proceeds from sales and redemptions of securities | 322 | 325 |
| Proceeds from divestitures, net of cash divested | 89 | 52 |
| Purchases of property and equipment | (137) | (108) |
| Investments related to default funds and margin deposits, net(1) | 540 | (375) |
| Other investing activities | (14) | (11) |
| Net cash provided by (used in) investing activities | 301 | (317) |
| Cash flows from financing activities: |  |  |
| Issuance of commercial paper, net | 269 | — |
| Repayments of debt and credit commitment | (431) | (657) |
| Repurchases of common stock | (903) | (215) |
| Dividends paid | (327) | (293) |
| Proceeds from issuance of stock under employee stock plans | 47 | 28 |
| Payments related to employee shares withheld for taxes | (68) | (59) |
| Default funds and margin deposits | (3,347) | (1,350) |
| Other financing activities | (7) | 1 |
| Net cash used in financing activities | (4,767) | (2,545) |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (68) | 648 |
| Net decrease in cash and cash equivalents and restricted cash and cash equivalents | (3,134) | (805) |
| Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 3,934 | 5,006 |
| Cash and cash equivalents, restricted cash and cash equivalents at end of period | $800 | $4,201 |
| Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents |  |  |
| Cash and cash equivalents | $520 | $732 |
| Restricted cash and cash equivalents | 26 | 195 |
| Restricted cash and cash equivalents (default funds and margin deposits) | 254 | 3,274 |
| Total | $800 | $4,201 |
| Supplemental Disclosure - Cash Flow Information |  |  |
| Cash paid for: |  |  |
| Interest paid | $194 | $209 |
| Income taxes paid, net of refunds | $284 | $176 |

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

See accompanying notes to condensed consolidated financial statements.

6

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.

7

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.

8

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:

_(in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Capital Access Platforms: |  |  |
| Data & Listing Services | $217 | $198 |
| Index | 271 | 196 |
| Workflow & Insights | 133 | 126 |
| Financial Technology: |  |  |
| Financial Crime Management Technology | 98 | 81 |
| Regulatory Technology | 120 | 104 |
| Capital Markets Technology | 321 | 279 |
| Market Services, net | 340 | 306 |
| Other revenues | — | 16 |
| Revenues less transaction-based expenses | $1,500 | $1,306 |
|  | Six Months Ended June 30, |  |
|  | 2026 | 2025 |
|  | (in millions) |  |
| Capital Access Platforms |  |  |
| Data & Listing Services | $431 | $391 |
| Index | 491 | 388 |
| Workflow & Insights | 264 | 249 |
| Financial Technology |  |  |
| Financial Crime Management Technology | 191 | 157 |
| Regulatory Technology | 238 | 206 |
| Capital Markets Technology | 628 | 533 |
| Market Services, net | 657 | 587 |
| Other revenues | 8 | 32 |
| Revenues less transaction-based expenses | $2,908 | $2,543 |

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.

9

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:

_(in millions)_

| Line item | Financial Crime Management Technology | Regulatory Technology | Capital Markets Technology | Workflow & Insights | Total |
| --- | --- | --- | --- | --- | --- |
| Remainder of 2026 | $186 | $183 | $207 | $95 | $671 |
| 2027 | 329 | 320 | 348 | 135 | 1,132 |
| 2028 | 219 | 241 | 280 | 66 | 806 |
| 2029 | 104 | 136 | 175 | 32 | 447 |
| 2030 | 29 | 91 | 114 | 22 | 256 |
| 2031+ | 6 | 43 | 253 | — | 302 |
| Total | $873 | $1,014 | $1,377 | $350 | $3,614 |

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:

_(in millions)_

| Capital Access Platforms |  |
| --- | --- |
| Balance at December 31, 2025 | $4,285 |
| Foreign currency translation adjustments | (53) |
| Balance at June 30, 2026 | $4,232 |
| Financial Technology |  |
| Balance at December 31, 2025 | $7,952 |
| Foreign currency translation adjustments | (8) |
| Balance at June 30, 2026 | $7,944 |
| Market Services |  |
| Balance at December 31, 2025 | $2,134 |
| Foreign currency translation adjustments | (65) |
| Balance at June 30, 2026 | $2,069 |
| Total |  |
| Balance at December 31, 2025 | $14,371 |
| Foreign currency translation adjustments | (126) |
| Balance at June 30, 2026 | $14,245 |

10

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:

| Finite-Lived Intangible Assets | June 30, 2026 / (in millions) | December 31, 2025 / (in millions) |
| --- | --- | --- |
| Gross Amount: |  |  |
| Technology | $1,222 | $1,222 |
| Customer relationships | 5,632 | 5,711 |
| Trade names and other | 405 | 405 |
| Foreign currency translation adjustment | (159) | (163) |
| Total gross amount | $7,100 | $7,175 |
| Accumulated Amortization: |  |  |
| Technology | $(630) | $(531) |
| Customer relationships | (1,515) | (1,432) |
| Trade names and other | (63) | (53) |
| Foreign currency translation adjustment | 113 | 113 |
| Total accumulated amortization | $(2,095) | $(1,903) |
| Net Amount: |  |  |
| Technology | $592 | $691 |
| Customer relationships | 4,117 | 4,279 |
| Trade names and other | 342 | 352 |
| Foreign currency translation adjustment | (46) | (50) |
| Total finite-lived intangible assets | $5,005 | $5,272 |
| Indefinite-Lived Intangible Assets |  |  |
| Exchange and clearing registrations | $1,257 | $1,257 |
| Trade names | 121 | 121 |
| Licenses | 50 | 52 |
| Foreign currency translation adjustment | (210) | (191) |
| Total indefinite-lived intangible assets | $1,218 | $1,239 |
| Total intangible assets, net | $6,223 | $6,511 |

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:

_(in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Amortization expense | $121 | $122 |
|  | Six Months Ended June 30, |  |
|  | 2026 | 2025 |
|  | (in millions) |  |
| Amortization expense | $243 | $243 |

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:

_(in millions)_

|  |  |
| --- | --- |
| Remainder of 2026 | $245 |
| 2027 | 490 |
| 2028 | 457 |
| 2029 | 430 |
| 2030 | 267 |
| 2031+ | 3,162 |
| Total | $5,051 |

6. INVESTMENTS

The following table presents the details of our investments:

_(in millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Financial investments | $198 | $28 |
| Equity method investments | 559 | 512 |
| Equity securities | 180 | 175 |

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.

11

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:

| Capital Access Platforms: | Balance at December 31, 2025 / Capital Access Platforms: | Additions / Capital Access Platforms: | Revenue Recognized / (in millions) | Foreign Currency Translation / (in millions) | Balance at June 30, 2026 |
| --- | --- | --- | --- | --- | --- |
| Initial Listings | $96 | $28 | $(20) | $(1) | $103 |
| Annual Listings | 3 | 199 | (1) | (1) | 200 |
| Workflow & Insights | 199 | 135 | (126) | — | 208 |
| Other | 24 | 11 | (7) | (1) | 27 |
| Financial Technology: |  |  |  |  |  |
| Financial Crime Management Technology | 189 | 133 | (130) | — | 192 |
| Regulatory Technology | 166 | 82 | (107) | — | 141 |
| Capital Markets Technology | 196 | 59 | (103) | (3) | 149 |
| Total | $873 | $647 | $(494) | $(6) | $1,020 |

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:

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal year ended: | 2026 | 2027 | 2028 | 2029 | 2030 | 2031+ | Total |
| Capital Access Platforms: |  |  | (in millions) |  |  |  |  |
| Initial Listings | $22 | $33 | $21 | $13 | $9 | $5 | $103 |
| Annual Listings | 200 | — | — | — | — | — | 200 |
| Workflow & Insights | 156 | 52 | — | — | — | — | 208 |
| Other | 11 | 8 | 5 | 3 | — | — | 27 |
| Financial Technology: |  |  |  |  |  |  |  |
| Financial Crime Management Technology | 143 | 46 | 2 | 1 | — | — | 192 |
| Regulatory Technology | 110 | 31 | — | — | — | — | 141 |
| Capital Markets Technology | 113 | 31 | 3 | 2 | — | — | 149 |
| Total | $755 | $201 | $31 | $19 | $9 | $5 | $1,020 |

12

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:

| Short-term debt: | December 31, 2025 / (in millions) | Additions / (in millions) | Payments, Foreign Currency Translationand Accretion / (in millions) | June 30, 2026 / (in millions) |
| --- | --- | --- | --- | --- |
| Commercial paper | $— | $374 | $(105) | $269 |
| 2026 Notes | 431 | — | (431) | — |
| Total short-term debt | $431 | $374 | $(536) | $269 |
| Long-term debt - senior unsecured notes: |  |  |  |  |
| 2028 Notes | 793 | — | 1 | 794 |
| 2029 Notes | 702 | — | (19) | 683 |
| 2030 Notes | 702 | — | (19) | 683 |
| 2031 Notes | 646 | — | 1 | 647 |
| 2032 Notes | 874 | — | (24) | 850 |
| 2033 Notes | 719 | — | (20) | 699 |
| 2034 Notes | 1,122 | — | 1 | 1,123 |
| 2040 Notes | 645 | — | — | 645 |
| 2050 Notes | 488 | — | — | 488 |
| 2052 Notes | 407 | — | — | 407 |
| 2053 Notes | 739 | — | — | 739 |
| 2063 Notes | 738 | — | — | 738 |
| 2026 Revolving Credit Facility | (2) | (3) | 1 | (4) |
| Total long-term debt | $8,573 | $(3) | $(78) | $8,492 |
| Total debt obligations | $9,004 | $371 | $(614) | $8,761 |

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.

13

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:

_(in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Savings Plan expense | $5 | $6 | $11 | $11 |

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:

_(in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Retirement Plans expense | $13 | $10 | $23 | $17 |

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.

14

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:

_(in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Share-based compensation expense before income taxes | $50 | $46 | $87 | $81 |

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:

| Line item | Restricted Stock / Number of Awards | Restricted Stock / Weighted-Average Grant Date Fair Value |
| --- | --- | --- |
| Unvested at December 31, 2025 | 3,920,464 | $64.06 |
| Granted | 1,410,453 | 82.65 |
| Vested | (1,277,881) | 59.02 |
| Forfeited | (127,935) | 69.56 |
| Unvested at June 30, 2026 | 3,925,101 | $72.21 |

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:

| Year of grant date | 2026 | 2025 |
| --- | --- | --- |
| Weighted-average risk-free interest rate | 3.80% | 3.82% |
| Expected volatility | 22.57% | 23.27% |
| Weighted-average grant date share price | $85.24 | $76.04 |
| Weighted-average fair value at grant date | $100.20 | $92.43 |

The following table summarizes our PSU activity for the six

months ended June 30, 2026:

| Line item | PSUs / Number of Awards | PSUs / Weighted-Average Grant Date Fair Value |
| --- | --- | --- |
| Unvested at December 31, 2025 | 2,378,130 | $74.91 |
| Granted | 1,021,588 | 92.19 |
| Vested | (778,716) | 52.72 |
| Forfeited | (9,890) | 87.83 |
| Unvested at June 30, 2026 | 2,611,112 | $87.15 |

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,

2025.

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

is as follows:

| Line item | Number of Stock Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (inyears) | Aggregate Intrinsic Value (inmillions) |
| --- | --- | --- | --- | --- |
| Outstanding at December 31, 2025 | 1,420,323 | $41.79 |  |  |
| Exercised | (806,451) | 22.23 |  |  |
| Outstanding at June 30, 2026 | 613,872 | $67.49 | 5.5 | $7 |

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:

_Six Months Ended June 30, 2026_

|  |  |
| --- | --- |
| Number of shares of common stock repurchased | 10,392,733 |
| Average price paid per share | $86.91 |
| Total purchase price (in millions) | $903 |

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:

| Declaration Date | Dividend Per Common Share | Record Date | Total Amount Paid | Payment Date |
| --- | --- | --- | --- | --- |
|  |  |  | (in millions) |  |
| January 28, 2026 | $0.27 | March 16, 2026 | $153 | March 30, 2026 |
| April 23, 2026 | 0.31 | June 12, 2026 | 174 | June 26, 2026 |
|  |  |  | $327 |  |

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.

17

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:

| Numerator: | Three Months Ended June 30, 2026 / (in millions, except share and per share amounts) | Three Months Ended June 30, 2025 / (in millions, except share and per share amounts) |
| --- | --- | --- |
| Net income attributable to common shareholders | $507 | $452 |
| Denominator: |  |  |
| Weighted-average common shares outstanding for basic earnings per share | 564,155,965 | 574,073,104 |
| Weighted-average effect of dilutive securities - Employee equity awards | 3,594,251 | 4,908,053 |
| Weighted-average common shares outstanding for diluted earnings per share | 567,750,216 | 578,981,157 |
| Basic and diluted earnings per share: |  |  |
| Basic earnings per share | $0.90 | $0.79 |
| Diluted earnings per share | $0.89 | $0.78 |
|  | Six Months Ended June 30, |  |
|  | 2026 | 2025 |
| Numerator: | (in millions, except share and per share amounts) |  |
| Net income attributable to common shareholders | $1,026 | $847 |
| Denominator: |  |  |
| Weighted-average common shares outstanding for basic earnings per share | 565,482,880 | 574,556,455 |
| Weighted-average effect of dilutive securities - Employee equity awards | 4,258,094 | 4,922,867 |
| Weighted-average common shares outstanding for diluted earnings per share | 569,740,974 | 579,479,322 |
| Basic and diluted earnings per share: |  |  |
| Basic earnings per share | $1.81 | $1.47 |
| Diluted earnings per share | $1.80 | $1.46 |

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.

_June 30, 2026 · (in millions)_

| Line item | Total | Level 1 | Level 2 | Level 3 |
| --- | --- | --- | --- | --- |
| European government debt securities | $198 | $198 | $— | $— |
| Total financial investments | $198 | $198 | $— | $— |
| Equity securities | 8 | 8 | — | — |
| Total assets at fair value | $206 | $206 | $— | $— |
|  | December 31, 2025 |  |  |  |
|  | Total | Level 1 | Level 2 | Level 3 |
|  | (in millions) |  |  |  |
| European government debt securities | $28 | $28 | $— | $— |
| Total financial investments | $28 | $28 | $— | $— |
| Equity securities | 25 | 25 | — | — |
| Total assets at fair value | $53 | $53 | $— | $— |

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.

18

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.

19

Default Fund Contributions and Margin Deposits

As of June 30, 2026, clearing member default fund

contributions and margin deposits were as follows:

_June 30, 2026 · (in millions)_

| Line item | Cash Contributions | Non-Cash Contributions | Total Contributions |
| --- | --- | --- | --- |
| Default fund contributions | $329 | $99 | $428 |
| Margin deposits | 1,994 | 5,463 | 7,457 |
| Total | $2,323 | $5,562 | $7,885 |

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 millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Demand deposits | $233 | $3,011 |
| Central bank certificates | 21 | 109 |
| Restricted cash and cash equivalents | $254 | $3,120 |
| European government debt securities | 337 | 292 |
| Reverse repurchase agreements | 1,514 | 2,245 |
| Multilateral development bank debt securities | 218 | 185 |
| Investments | $2,069 | $2,722 |
| Total | $2,323 | $5,842 |

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.

21

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:

_June 30, 2026 · (in millions)_

|  |  |
| --- | --- |
| Fixed-income swaps and forwards | $872 |
| Stock options and forwards | 387 |
| Index options and forwards | 165 |
| Total | $1,424 |

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:

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Commodity futures and forwards | 59,986 | 137,217 |
| Fixed-income swaps, futures and forwards | 9,502,827 | 8,657,081 |
| Stock options, futures and forwards | 13,473,382 | 11,785,557 |
| Index options, futures and forwards | 15,311,951 | 17,290,381 |
| Total | 38,348,146 | 37,870,236 |

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:

| Assets: | Balance Sheet Classification | June 30, 2026 / (in millions) | December 31, 2025 / (in millions) |
| --- | --- | --- | --- |
| Operating lease assets | Operating lease assets | $481 | $447 |
| Liabilities: |  |  |  |
| Current lease liabilities | Other current liabilities | $74 | $60 |
| Non-current lease liabilities | Operating lease liabilities | 482 | 462 |
| Total lease liabilities |  | $556 | $522 |

The following table summarizes Nasdaq’s lease cost:

_(in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Operating lease cost | $24 | $21 | $45 | $39 |
| Variable lease cost | 12 | 10 | 24 | 20 |
| Sublease income | (1) | (1) | (1) | (1) |
| Total lease cost | $35 | $30 | $68 | $58 |

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.

_June 30, 2026 · (in millions)_

|  |  |
| --- | --- |
| Remainder of 2026 | $48 |
| 2027 | 93 |
| 2028 | 92 |
| 2029 | 86 |
| 2030 | 80 |
| 2031+ | 254 |
| Total lease payments | $653 |
| Less: interest | (97) |
| Present value of lease liabilities | $556 |

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:

_(in millions)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash paid for amounts included in the measurement of operating lease liabilities | $45 | $39 |
| Lease assets obtained in exchange for operating lease liabilities | $71 | $91 |

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:

_(in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Income tax provision | $146 | $96 |
| Effective tax rate | 22.4% | 17.5% |
|  | Six Months Ended June 30, |  |
|  | 2026 | 2025 |
|  | (in millions) |  |
| Income tax provision | $305 | $190 |
| Effective tax rate | 22.9% | 18.3% |

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.

23

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:

| June 30, 2026 | Capital Access Platforms / June 30, 2026 | Financial Technology / (in millions) | Market Services / (in millions) | Corporate / (in millions) | Total |
| --- | --- | --- | --- | --- | --- |
| Total revenues | $621 | $539 | $1,372 | $— | $2,532 |
| Transaction-based expenses | — | — | (1,032) | — | (1,032) |
| Revenues less transaction-based expenses | 621 | 539 | 340 | — | 1,500 |
| Directly consumed expenses | 185 | 255 | 100 | — | 540 |
| Other expenses | 42 | 34 | 22 | 150 | 248 |
| Operating income | $394 | $250 | $218 | $(150) | $712 |
| Depreciation and amortization | 12 | 20 | 11 | 122 | 165 |
| Purchases of property and equipment | 15 | 35 | 27 | — | 77 |
|  | Capital Access Platforms | Financial Technology | Market Services | Corporate | Total |
| June 30, 2025 |  |  |  |  |  |
| Total revenues | $520 | $464 | $1,101 | $16 | $2,101 |
| Transaction-based expenses | — | — | (795) | — | (795) |
| Revenues less transaction-based expenses | 520 | 464 | 306 | 16 | 1,306 |
| Directly consumed expenses | 172 | 220 | 92 | — | 484 |
| Other expenses | 41 | 27 | 20 | 166 | 254 |
| Operating income | $307 | $217 | $194 | $(150) | $568 |
| Depreciation and amortization | 11 | 13 | 11 | 123 | 158 |
| Purchases of property and equipment | 15 | 29 | 15 | — | 59 |

The following tables present certain information regarding

our business segments for the six months ended June 30,

2026 and 2025:

| June 30, 2026 | Capital Access Platforms / June 30, 2026 | Financial Technology / (in millions) | Market Services / (in millions) | Corporate / (in millions) | Total |
| --- | --- | --- | --- | --- | --- |
| Total revenues | $1,186 | $1,057 | $2,419 | $8 | $4,670 |
| Transaction-based expenses | — | — | (1,762) | — | (1,762) |
| Revenues less transaction-based expenses | 1,186 | 1,057 | 657 | 8 | 2,908 |
| Directly consumed expenses | 356 | 488 | 192 | — | 1,036 |
| Other expenses | 87 | 73 | 46 | 297 | 503 |
| Operating income | $743 | $496 | $419 | $(289) | $1,369 |
| Depreciation and amortization | 39 | 23 | 25 | 244 | 331 |
| Purchases of property and equipment | 31 | 68 | 38 | — | 137 |
|  | Capital Access Platforms | Financial Technology | Market Services | Corporate | Total |
| June 30, 2025 |  |  |  |  |  |
| Total revenues | $1,028 | $896 | $2,240 | $32 | $4,196 |
| Transaction-based expenses | — | — | (1,653) | — | (1,653) |
| Revenues less transaction-based expenses | 1,028 | 896 | 587 | 32 | 2,543 |
| Directly consumed expenses | 333 | 426 | 180 | — | 939 |
| Other expenses | 81 | 56 | 40 | 312 | 489 |
| Operating income | $614 | $414 | $367 | $(280) | $1,115 |
| Depreciation and amortization | 21 | 25 | 22 | 245 | 313 |
| Purchases of property and equipment | 28 | 51 | 29 | — | 108 |

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:

| Revenues: | Three Months Ended June 30, 2026 / (in millions) | Three Months Ended June 30, 2025 / (in millions) |
| --- | --- | --- |
| Divestitures of businesses | $— | $16 |
| Expenses: |  |  |
| Amortization expense of acquired intangible assets | 121 | 122 |
| Merger and strategic initiatives expense | 5 | 20 |
| Restructuring charges | 14 | 9 |
| Legal and regulatory matters | 6 | 1 |
| Expenses - divestitures | 3 | 13 |
| Other | 1 | 1 |
| Total expenses | $150 | $166 |
| Operating loss | $(150) | $(150) |

| Revenues: | Six Months Ended June 30, 2026 / (in millions) | Six Months Ended June 30, 2025 / (in millions) |
| --- | --- | --- |
| Divestitures of businesses | $8 | $32 |
| Expenses: |  |  |
| Amortization expense of acquired intangible assets | 243 | 243 |
| Merger and strategic initiatives expense | 9 | 44 |
| Restructuring charges | 24 | 15 |
| Legal and regulatory matters | 12 | 4 |
| Gain on extinguishment of debt | — | (19) |
| Expenses - divestitures | 8 | 24 |
| Other | 1 | 1 |
| Total expenses | $297 | $312 |
| Operating loss | $(289) | $(280) |

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.

| (in millions) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| United States | $1,905 | $1,699 |
| All other countries | 627 | 402 |
| Total | $2,532 | $2,101 |
|  | Six Months Ended June 30, |  |
| (in millions) | 2026 | 2025 |
| United States | $3,437 | $3,401 |
| All other countries | 1,233 | 795 |
| Total | $4,670 | $4,196 |

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.

| (in millions) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| United States | $520 | $500 |
| All other countries | 247 | 228 |
| Total | $767 | $728 |

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:

_(in millions)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Consulting services | $6 | $1 | $10 | $2 |
| Employee-related costs | 3 | 7 | 7 | 11 |
| Other | 5 | 1 | 7 | 2 |
| Total restructuring charges | $14 | $9 | $24 | $15 |

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.

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions, except per share amounts) |  |  |
| Revenues less transaction-based expenses | $1,500 | $1,306 | 14.9% |
| Operating expenses | 788 | 738 | 6.9% |
| Operating income | $712 | $568 | 25.2% |
| Net income attributable to Nasdaq | $507 | $452 | 12.2% |
| Diluted earnings per share | $0.89 | $0.78 | 14.5% |
| Cash dividends declared per common share | $0.31 | $0.27 | 14.8% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions, except per share amounts) |  |  |
| Revenues less transaction-based expenses | $2,908 | $2,543 | 14.4% |
| Operating expenses | 1,539 | 1,428 | 7.8% |
| Operating income | $1,369 | $1,115 | 22.7% |
| Net income attributable to Nasdaq | $1,026 | $847 | 21.2% |
| Diluted earnings per share | $1.80 | $1.46 | 23.3% |
| Cash dividends declared per common share | $0.58 | $0.51 | 13.7% |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Capital Access Platforms | $621 | $520 | 19.4% |
| Financial Technology | 539 | 464 | 16.3% |
| Market Services | 1,372 | 1,101 | 24.6% |
| Other revenues | — | 16 | (100.0)% |
| Total revenues | $2,532 | $2,101 | 20.6% |
| Transaction rebates | (712) | (640) | 11.2% |
| Brokerage, clearance and exchange fees | (320) | (155) | 106.6% |
| Total revenues less transaction-based expenses | $1,500 | $1,306 | 14.9% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Capital Access Platforms | $1,186 | $1,028 | 15.5% |
| Financial Technology | 1,057 | 896 | 17.9% |
| Market Services | 2,419 | 2,240 | 8.0% |
| Other revenues | 8 | 32 | (75.6)% |
| Total revenues | $4,670 | $4,196 | 11.3% |
| Transaction rebates | (1,436) | (1,224) | 17.2% |
| Brokerage, clearance and exchange fees | (326) | (429) | (23.9)% |
| Total revenues less transaction-based expenses | $2,908 | $2,543 | 14.4% |

The following charts present our Capital Access Platforms,

Financial Technology and Market Services segments as a

percentage of our total revenues, less transaction-based

expenses.

30

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Data & Listing Services | $217 | $198 | 9.6% |
| Index | 271 | 196 | 38.4% |
| Workflow & Insights | 133 | 126 | 5.4% |
| Total Capital Access Platforms | $621 | $520 | 19.4% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Data & Listing Services | $431 | $391 | 10.5% |
| Index | 491 | 388 | 26.5% |
| Workflow & Insights | 264 | 249 | 6.0% |
| Total Capital Access Platforms | $1,186 | $1,028 | 15.5% |

| Line item | As of June 30, 2026 | As of June 30, 2025 |
| --- | --- | --- |
| ARR (in millions) | $1,388 | $1,286 |

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| IPOs |  |  |
| The Nasdaq Stock Market | 68 | 79 |
| Operating company | 26 | 38 |
| SPACs | 42 | 41 |
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 11 | 6 |
| Total new listings |  |  |
| The Nasdaq Stock Market | 188 | 194 |
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 15 | 6 |
|  | Six Months Ended June 30, |  |
| IPOs | 2026 | 2025 |
| The Nasdaq Stock Market | 131 | 142 |
| Operating company | 41 | 83 |
| SPACs | 90 | 59 |
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 13 | 10 |
| Total new listings |  |  |
| The Nasdaq Stock Market | 364 | 364 |
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 20 | 15 |
|  | As of June 30, |  |
| Number of listed companies | 2026 | 2025 |
| The Nasdaq Stock Market | 4,659 | 4,238 |
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 1,109 | 1,148 |
| ARR (in millions) | $791 | $726 |

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:

| Line item | As of or Three Months Ended June 30, 2026 | As of or Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Number of licensed ETPs | 481 | 422 |
| TTM change in period end ETP AUM tracking Nasdaq indices (in billions) |  |  |
| Beginning balance | $745 | $569 |
| Net inflows | 109 | 88 |
| Net appreciation | 260 | 88 |
| Ending balance | $1,114 | $745 |
| Quarterly average ETP AUM tracking Nasdaq indices (in billions) | $1,014 | $663 |
| ARR (in millions) | $87 | $80 |

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

2026.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow

& Insights business:

_(in millions)_

| Line item | As of or Three Months Ended June 30, 2026 | As of or Three Months Ended June 30, 2025 |
| --- | --- | --- |
| ARR | $510 | $480 |
| Quarterly annualized SaaS revenues | 439 | 410 |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Financial Crime Management Technology | $98 | $81 | 21.6% |
| Regulatory Technology | 120 | 104 | 15.2% |
| Capital Markets Technology | 321 | 279 | 15.1% |
| Total Financial Technology | $539 | $464 | 16.3% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Financial Crime Management Technology | $191 | $157 | 21.3% |
| Regulatory Technology | 238 | 206 | 15.8% |
| Capital Markets Technology | 628 | 533 | 17.8% |
| Total Financial Technology | $1,057 | $896 | 17.9% |

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial

Crime Management Technology business:

_(in millions)_

| Line item | As of or Three Months Ended June 30, 2026 | As of or Three Months Ended June 30, 2025 |
| --- | --- | --- |
| ARR and Quarterly annualized SaaS revenues | $359 | $308 |

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:

_(in millions)_

| Line item | As of or Three Months Ended June 30, 2026 | As of or Three Months Ended June 30, 2025 |
| --- | --- | --- |
| ARR | $428 | $376 |
| Quarterly annualized SaaS revenues | 258 | 204 |

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:

_(in millions)_

| Line item | As of or Three Months Ended June 30, 2026 | As of or Three Months Ended June 30, 2025 |
| --- | --- | --- |
| ARR | $1,083 | $932 |
| Quarterly annualized SaaS revenues | 172 | 147 |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Market Services | $1,372 | $1,101 | 24.6% |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (712) | (640) | 11.2% |
| Brokerage, clearance and exchange fees | (320) | (155) | 106.6% |
| Total Market Services, net | $340 | $306 | 11.2% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Market Services | $2,419 | $2,240 | 8.0% |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (1,436) | (1,224) | 17.2% |
| Brokerage, clearance and exchange fees | (326) | (429) | (23.9)% |
| Total Market Services, net | $657 | $587 | 12.0% |

The following tables present net revenues by product from

our Market Services segment:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| U.S. Equity Derivative Trading | $123 | $114 | 8.2% |
| Cash Equity Trading | 160 | 135 | 18.7% |
| U.S. Tape plans | 33 | 37 | (10.7)% |
| Other | 24 | 20 | 18.3% |
| Total Market Services, net | $340 | $306 | 11.2% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| U.S. Equity Derivative Trading | $243 | $222 | 9.4% |
| Cash Equity Trading | 298 | 255 | 16.8% |
| U.S. Tape plans | 66 | 70 | (5.0)% |
| Other | 50 | 40 | 24.5% |
| Total Market Services, net | $657 | $587 | 12.0% |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| U.S. Equity Derivative Trading Revenues | $462 | $426 | 8.5% |
| Section 31 fees | 34 | 15 | 129.2% |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (338) | (311) | 8.6% |
| Section 31 fees | (34) | (15) | 129.2% |
| Brokerage and clearance fees | (1) | (1) | (11.1)% |
| U.S. Equity Derivative Trading Revenues, net | $123 | $114 | 8.2% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| U.S. Equity Derivative Trading Revenues | $894 | $834 | 7.2% |
| Section 31 fees | 34 | 47 | (26.5)% |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (650) | (610) | 6.6% |
| Section 31 fees | (34) | (47) | (26.5)% |
| Brokerage and clearance fees | (1) | (2) | (53.4)% |
| U.S. Equity Derivative Trading Revenues, net | $243 | $222 | 9.4% |

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.

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| U.S. equity options |  |  |
| Total industry average daily volume (in millions) | 66.5 | 52.5 |
| Nasdaq PHLX matched market share | 11.2% | 9.6% |
| The Nasdaq Options Market matched market share | 2.6% | 4.3% |
| Nasdaq Texas Options matched market share | 1.3% | 1.7% |
| Nasdaq ISE Options matched market share | 6.6% | 6.6% |
| Nasdaq GEMX Options matched market share | 3.4% | 4.4% |
| Nasdaq MRX Options matched market share | 4.0% | 2.8% |
| Total matched market share executed on Nasdaq’s exchanges | 29.1% | 29.4% |
|  | Six Months Ended June 30, |  |
| U.S. equity options | 2026 | 2025 |
| Total industry average daily volume (in millions) | 64.6 | 53.0 |
| Nasdaq PHLX matched market share | 11.8% | 9.4% |
| The Nasdaq Options Market matched market share | 2.6% | 4.7% |
| Nasdaq Texas Options matched market share | 1.3% | 1.7% |
| Nasdaq ISE Options matched market share | 6.4% | 6.7% |
| Nasdaq GEMX Options matched market share | 3.4% | 4.0% |
| Nasdaq MRX Options matched market share | 4.1% | 2.8% |
| Total matched market share executed on Nasdaq’s exchanges | 29.6% | 29.3% |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Cash Equity Trading Revenues | $531 | $463 | 14.8% |
| Section 31 fees | 280 | 133 | 110.4% |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (366) | (322) | 13.8% |
| Section 31 fees | (280) | (133) | 110.4% |
| Brokerage and clearance fees | (5) | (6) | (2.5)% |
| Cash equity trading revenues, net | $160 | $135 | 18.7% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Cash Equity Trading Revenues | $1,079 | $870 | 24.0% |
| Section 31 fees | 280 | 367 | (23.7%) |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (770) | (602) | 28.0% |
| Section 31 fees | (280) | (367) | (23.7%) |
| Brokerage and clearance fees | (11) | (13) | (12.2%) |
| Cash equity trading revenues, net | $298 | $255 | 16.8% |

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.

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Total U.S.-listed securities |  |  |
| Total industry average daily share volume (in billions) | 20.2 | 18.4 |
| Matched share volume (in billions) | 184.5 | 158.4 |
| The Nasdaq Stock Market matched market share | 14.3% | 13.5% |
| Nasdaq Texas matched market share | 0.3% | 0.3% |
| Nasdaq PSX matched market share | 0.1% | 0.1% |
| Total matched market share executed on Nasdaq’s exchanges | 14.7% | 13.9% |
| Market share reported to the FINRA/Nasdaq Trade Reporting Facility | 46.4% | 47.7% |
| Total market share | 61.1% | 61.6% |
| Nasdaq Nordic and Nasdaq Baltic securities |  |  |
| Average daily number of equity trades executed on Nasdaq’s exchanges | 747,410 | 804,121 |
| Total average daily value of shares traded (in billions) | $6.2 | $5.7 |
| Total market share executed on Nasdaq’s exchanges | 74.5% | 71.9% |
|  | Six Months Ended June 30, |  |
| Total U.S.-listed securities | 2026 | 2025 |
| Total industry average daily share volume (in billions) | 20.1 | 17.1 |
| Matched share volume (in billions) | 368.2 | 295.5 |
| The Nasdaq Stock Market matched market share | 14.5% | 13.8% |
| Nasdaq Texas matched market share | 0.3% | 0.3% |
| Nasdaq PSX matched market share | 0.1% | 0.1% |
| Total matched market share executed on Nasdaq’s exchanges | 14.9% | 14.2% |
| Market share reported to the FINRA/Nasdaq Trade Reporting Facility | 46.0% | 47.9% |
| Total market share | 60.9% | 62.1% |
| Nasdaq Nordic and Nasdaq Baltic securities |  |  |
| Average daily number of equity trades executed on Nasdaq’s exchanges | 773,062 | 796,426 |
| Total average daily value of shares traded (in billions) | $6.5 | $5.5 |
| Total market share executed on Nasdaq’s exchanges | 74.4% | 71.2% |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| U.S. Tape plans | $33 | $37 | (10.7)% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| U.S. Tape plans | $66 | $70 | (5.0)% |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Other | $24 | $20 | 18.3% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Other | $50 | $40 | 24.5% |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Compensation and benefits | $383 | $352 | 8.8% |
| Professional and contract services | 42 | 39 | 10.5% |
| Technology and communication infrastructure | 88 | 79 | 11.6% |
| Occupancy | 35 | 30 | 20.1% |
| General, administrative and other | 23 | 23 | (1.9)% |
| Marketing and advertising | 24 | 14 | 69.4% |
| Depreciation and amortization | 165 | 158 | 5.0% |
| Regulatory | 9 | 14 | (35.4)% |
| Merger and strategic initiatives | 5 | 20 | (76.5)% |
| Restructuring charges | 14 | 9 | 48.0% |
| Total operating expenses | $788 | $738 | 6.9% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Compensation and benefits | $739 | $681 | 8.6% |
| Professional and contract services | 82 | 75 | 9.5% |
| Technology and communication infrastructure | 171 | 156 | 9.8% |
| Occupancy | 68 | 58 | 18.0% |
| General, administrative and other | 52 | 29 | 79.7% |
| Marketing and advertising | 44 | 28 | 55.5% |
| Depreciation and amortization | 331 | 313 | 5.5% |
| Regulatory | 19 | 29 | (35.5)% |
| Merger and strategic initiatives | 9 | 44 | (80.9)% |
| Restructuring charges | 24 | 15 | 68.6% |
| Total operating expenses | $1,539 | $1,428 | 7.8% |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Interest income | $8 | $12 | (37.7)% |
| Interest expense | (86) | (95) | (9.4)% |
| Net interest expense | (78) | (83) | (5.2)% |
| Net gain on divestitures | — | 39 | (100.0)% |
| Other income (losses) | (2) | 1 | (174.6)% |
| Net income from unconsolidated investees | 21 | 23 | (6.1)% |
| Total non-operating expense | $(59) | $(20) | 191.6% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Interest income | $13 | $24 | (42.8)% |
| Interest expense | (172) | (192) | (9.7)% |
| Net interest expense | (159) | (168) | (5.1)% |
| Net gain on divestitures | 89 | 39 | 127.7% |
| Other income (losses) | (15) | — | N/M |
| Net income from unconsolidated investees | 47 | 50 | (4.5)% |
| Total non-operating expense | $(38) | $(79) | (51.5)% |

N/M Not meaningful

The following tables present our interest expense:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Interest expense on debt | $83 | $92 | (9.5)% |
| Accretion of debt issuance costs and debt discount | 2 | 2 | (6.1)% |
| Other fees | 1 | 1 | (2.7)% |
| Interest expense | $86 | $95 | (9.4)% |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Interest expense on debt | $166 | $185 | (9.7)% |
| Accretion of debt issuance costs and debt discount | 5 | 6 | (10.0)% |
| Other fees | 1 | 1 | (6.8)% |
| Interest expense | $172 | $192 | (9.7)% |

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:

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | ($ in millions) |  |  |
| Income tax provision | $146 | $96 | 51.6% |
| Effective tax rate | 22.4% | 17.5% |  |
|  | Six Months Ended June 30, |  | Percentage Change |
|  | 2026 | 2025 |  |
|  | (in millions) |  |  |
| Income tax provision | $305 | $190 | 60.4% |
| Effective tax rate | 22.9% | 18.3% |  |

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:

_(in millions, except per share amounts)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| U.S. GAAP net income | $507 | $452 |
| Non-GAAP adjustments: |  |  |
| Amortization expense of acquired intangible assets | 121 | 122 |
| Merger and strategic initiatives expense | 5 | 20 |
| Restructuring charges | 14 | 9 |
| Net gain on divestitures | — | (39) |
| Net income from unconsolidated investees | (21) | (23) |
| Legal and regulatory matters | 6 | 1 |
| Other loss | 6 | 1 |
| Total non-GAAP adjustments | $131 | $91 |
| Non-GAAP tax adjustments | (33) | (24) |
| Other tax adjustments | — | (27) |
| Total non-GAAP adjustments, net of tax | $98 | $40 |
| Non-GAAP net income | $605 | $492 |
| U.S. GAAP effective tax rate | 22.4% | 17.5% |
| Total adjustments from non-GAAP tax rate | 0.4% | 5.5% |
| Non-GAAP effective tax rate | 22.8% | 23.0% |
| Weighted-average common shares outstanding for diluted earnings per share | 567.8 | 579.0 |
| U.S. GAAP diluted earnings per share | $0.89 | $0.78 |
| Total adjustments from non-GAAP net income | 0.18 | 0.07 |
| Non-GAAP diluted earnings per share | $1.07 | $0.85 |

39

_(in millions, except per share amounts)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| U.S. GAAP net income | $1,026 | $847 |
| Non-GAAP adjustments: |  |  |
| Amortization expense of acquired intangible assets | 243 | 243 |
| Merger and strategic initiatives expense | 9 | 44 |
| Restructuring charges | 24 | 15 |
| Gain on extinguishment of debt | — | (19) |
| Net gain on divestitures | (89) | (39) |
| Net income from unconsolidated investees | (47) | (50) |
| Legal and regulatory matters | 12 | 4 |
| Other loss | 20 | 1 |
| Total non-GAAP adjustments | $172 | $199 |
| Non-GAAP tax adjustments | (44) | (52) |
| Other tax adjustments | — | (45) |
| Total non-GAAP adjustments, net of tax | $128 | $102 |
| Non-GAAP net income | $1,154 | $949 |
| U.S. GAAP effective tax rate | 22.9% | 18.3% |
| Total adjustments from non-GAAP tax rate | 0.3% | 4.9% |
| Non-GAAP effective tax rate | 23.2% | 23.2% |
| Weighted-average common shares outstanding for diluted earnings per share | 569.7 | 579.5 |
| U.S. GAAP diluted earnings per share | $1.80 | $1.46 |
| Total adjustments from non-GAAP net income | 0.23 | 0.18 |
| Non-GAAP diluted earnings per share | $2.03 | $1.64 |

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:

_(in millions)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Working capital | $28 | $42 |
| Cash and cash equivalents | 520 | 604 |
| Financial investments | 198 | 28 |

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.

41

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 (used in): | Six Months Ended June 30, 2026 / (in millions) | Six Months Ended June 30, 2025 / (in millions) |
| --- | --- | --- |
| Operating activities | $1,400 | $1,409 |
| Investing activities | 301 | (317) |
| Financing activities | (4,767) | (2,545) |

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

42

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:

| Line item | 2026 | 2025 |
| --- | --- | --- |
| First quarter | $0.27 | $0.24 |
| Second quarter | 0.31 | 0.27 |
| Total | $0.58 | $0.51 |

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.

## Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative And Qualitative Disclosures About

Market Risk

As a result of our operating, investing and financing

activities, we are exposed to market risks such as interest rate

risk and foreign currency exchange rate risk. We are also

exposed to credit risk as a result of our normal business

activities.

We have implemented policies and procedures to measure,

manage, monitor and report risk exposures, which are

reviewed regularly by management and the board of

directors. We identify risk exposures and monitor and

manage such risks on a daily basis.

We perform sensitivity analyses to determine the effects of

market risk exposures. We may use derivative instruments

solely to hedge financial risks related to our financial

positions or risks that are incurred during the normal course

of business. We do not use derivative instruments for

speculative purposes.

Interest Rate Risk

We are subject to the risk of fluctuating interest rates in the

normal course of business. Our exposure to market risk for

changes in interest rates relates primarily to our financial

investments and debt obligations, which are discussed below.

We may enter into transactions that expose us to interest rate

risk, for which we may utilize interest rate derivatives

agreements to manage that risk.

Financial Investments

As of June 30, 2026, our investment portfolio was primarily

comprised of highly rated European government debt

securities, which pay a fixed rate of interest. These securities

are subject to interest rate risk and the fair value of these

securities will decrease if market interest rates increase. The

impact of an immediate increase to market interest rates,

uniformly, by a hypothetical 100 basis points from levels as

of June 30, 2026, would not have a material impact on our

financial statements.

Debt Obligations

As of June 30, 2026, the majority of our outstanding debt

obligations are fixed-rate obligations. Interest rates on certain

tranches of notes are subject to adjustment to the extent our

debt rating is downgraded below investment grade, as further

discussed in Note 8, “Debt Obligations,” to the condensed

consolidated financial statements. While changes in interest

rates will have no impact on the interest we pay on fixed-rate

obligations, we are exposed to changes in interest rates as a

result of the borrowings under our 2026 Revolving Credit

Facility, as this facility has a variable interest rate. We may

also be exposed to changes in interest rates if there are

amounts outstanding from the sale of commercial paper

under our commercial paper program, which have variable

interest rates. As of June 30, 2026, we have $269 million

outstanding under our commercial paper program. A

hypothetical 100 basis points increase in interest rates on our

outstanding commercial paper would not have a material

impact on our financial statements.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk. Our

primary transactional exposure to foreign currency

denominated revenues less transaction-based expenses and

operating income for the three and six months ended June 30,

2026 is presented in the following tables. The tables below

do not include the offsetting impact of our hedging programs.

44

_(in millions, except currency rate)_

| Line item | Euro | Swedish Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar |
| --- | --- | --- | --- | --- | --- |
| Three Months Ended June 30, 2026 |  |  |  |  |  |
| Average FX rate to the U.S. dollar | 1.162 | 0.107 | 0.722 | # | N/A |
| Percentage of revenues less transaction-based expenses | 8.3% | 3.3% | 0.7% | 3.1% | 84.6% |
| Percentage of operating income | 12.3% | (2.4)% | (5.4)% | (7.8)% | 103.3% |
| Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses | $(12) | $(5) | $(1) | $(5) | $— |
| Impact of a 10% adverse currency fluctuation on operating income | $(9) | $(2) | $(4) | $(6) | $— |

_(in millions, except currency rate)_

| Line item | Euro | Swedish Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar |
| --- | --- | --- | --- | --- | --- |
| Six Months Ended June 30, 2026 |  |  |  |  |  |
| Average FX rate to the U.S. dollar | 1.167 | 0.108 | 0.726 | # | N/A |
| Percentage of revenues less transaction-based expenses | 7.7% | 3.5% | 0.7% | 3.5% | 84.6% |
| Percentage of operating income | 10.9% | (2.0)% | (5.5)% | (7.1)% | 103.7% |
| Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses | $(22) | $(10) | $(2) | $(10) | $— |
| Impact of a 10% adverse currency fluctuation on operating income | $(15) | $(3) | $(8) | $(10) | $— |

#Represents multiple foreign currency rates.

N/ANot applicable.

The adverse impacts shown in the preceding tables should be

viewed individually by currency and not in aggregate, due to

the correlation between changes in exchange rates for certain

currencies.

We may use foreign exchange contracts to hedge a portion of

our forecasted foreign currency denominated revenues and

expenses in the normal course of business. We hedge these

cash flow exposures to reduce the risk that our earnings and

cash flows will be adversely affected by changes in exchange

rates. These foreign exchange contracts are carried at fair

value, with maturities that can range up to 18 months. We

record changes in fair value of these cash flow hedges of

foreign currency denominated revenue and expenses in

accumulated other comprehensive loss in the Condensed

Consolidated Balance Sheets, until the forecasted transaction

occurs. When the forecasted transaction affects earnings, or

in the event the underlying forecasted transaction does not

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

reclassify the related gain or loss on the cash flow hedge to

revenue or operating expenses, as applicable. As of June 30,

2026, the fair value of our derivatives designated as cash

flow hedging instruments are not material.

Our investments in foreign subsidiaries are exposed to

volatility in currency exchange rates through translation of

the foreign subsidiaries’ net assets or equity to U.S. dollars.

Substantially all of our foreign subsidiaries operate in

functional currencies other than the U.S. dollar. The financial

statements of these subsidiaries are translated into U.S.

dollars for consolidated reporting using a current rate of

exchange, with net gains or losses recorded in accumulated

other comprehensive loss in the Condensed Consolidated

Balance Sheets.

Our primary exposure to net assets in foreign currencies as of

June 30, 2026 is presented in the following table:

_(in millions)_

| Line item | Net Assets | Impact of a 10% Adverse Currency Fluctuation |
| --- | --- | --- |
| Swedish Krona | $3,146 | $(315) |
| Canadian Dollar | 146 | (15) |
| Norwegian Krone | 102 | (10) |
| Australian Dollar | 91 | (9) |
| British Pound | 78 | (8) |

In the table above, Swedish Krona includes goodwill of

$2,362 million and intangible assets, net of $477 million.

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

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in accumulated other comprehensive loss in

the Condensed Consolidated Balance Sheets. See Note 8,

“Debt Obligations,” to the condensed consolidated financial

statements for further discussion. We enter into foreign

exchange contracts to hedge a portion of our net investment

in certain foreign subsidiaries. These foreign exchange

contracts are carried at fair value, with remaining maturities

ranging up to eight years, and reported as either an asset or

45

liability depending on their position as of the balance sheet

date, and accumulated other comprehensive loss in the

Condensed Consolidated Balance Sheets. The accumulated

gains and losses associated with these instruments will

remain in accumulated other comprehensive loss until the

foreign subsidiaries are sold or substantially liquidated, at

which point they will be reclassified into earnings.

Credit Risk

Credit risk is the potential loss due to the default or

deterioration in credit quality of customers or counterparties.

We are exposed to credit risk from third parties, including

customers, counterparties and clearing agents. These parties

may default on their obligations to us due to bankruptcy, lack

of liquidity, operational failure or other reasons. We limit our

exposure to credit risk by evaluating the counterparties with

which we make investments and execute agreements. For our

investment portfolio, our objective is to invest in securities to

preserve principal while maximizing yields, without

significantly increasing risk. Credit risk associated with

investments is minimized substantially by ensuring that these

financial assets are placed with governments which have

investment grade ratings, well-capitalized financial

institutions and other creditworthy counterparties.

Our subsidiary, Nasdaq Execution Services, may be exposed

to credit risk due to the default of trading counterparties in

connection with the routing services it provides for our

trading customers. System trades in cash equities routed to

other market centers for members of our cash equity

exchanges are routed by Nasdaq Execution Services for

clearing to the NSCC. In this function, Nasdaq Execution

Services is to be neutral by the end of the trading day, but

may be exposed to intraday risk if a trade extends beyond the

trading day and into the next day, thereby leaving Nasdaq

Execution Services susceptible to counterparty risk in the

period between accepting the trade and routing it to the

clearinghouse. In this interim period, Nasdaq Execution

Services is not novating like a clearing broker but instead is

subject to the short-term risk of counterparty failure before

the clearinghouse enters the transaction. Once the

clearinghouse officially accepts the trade for novation,

Nasdaq Execution Services is legally removed from trade

execution risk. However, Nasdaq has membership

obligations to NSCC independent of Nasdaq Execution

Services’ arrangements.

Pursuant to the rules of the NSCC and Nasdaq Execution

Services’ clearing agreement, Nasdaq Execution Services is

liable for any losses incurred due to a counterparty or a

clearing agent’s failure to satisfy its contractual obligations,

either by making payment or delivering securities. Adverse

movements in the prices of securities that are subject to these

transactions can increase our credit risk. However, we believe

that the risk of material loss is limited, as Nasdaq Execution

Services’ customers are not permitted to trade on margin and

NSCC rules limit counterparty risk on self-cleared

transactions by establishing credit limits and capital deposit

requirements for all brokers that clear with NSCC.

Historically, Nasdaq Execution Services has never incurred a

liability due to a customer’s failure to satisfy its contractual

obligations as counterparty to a system trade. Credit

difficulties or insolvency, or the perceived possibility of

credit difficulties or insolvency, of one or more larger or

visible market participants could also result in market-wide

credit difficulties or other market disruptions.

We have credit risk related to transaction and subscription-

based revenues that are billed to customers on a monthly or

quarterly basis, in arrears. Our potential exposure to credit

losses on these transactions is represented by the receivable

balances in the Condensed Consolidated Balance Sheets. We

review and evaluate changes in the status of our

counterparties’ creditworthiness. Credit losses such as those

described above could adversely affect our consolidated

financial position and results of operations.

We also are exposed to credit risk through our clearing

operations with Nasdaq Clearing. See Note 14, “Clearing

Operations,” to the condensed consolidated financial

statements for further discussion. Our clearinghouse holds

material amounts of clearing member cash deposits, which

are held or invested primarily to provide security of capital

while minimizing credit, market and liquidity risks. While we

seek to achieve a reasonable rate of return, we are primarily

concerned with preservation of capital and managing the

risks associated with these deposits. As the clearinghouse

may remit to the members interest earned at prevailing

market rates, less a spread, this could include negative or

reduced yield due to market conditions. The following is a

summary of the risks associated with these deposits and how

these risks are mitigated.

- Credit Risk: When the clearinghouse has the ability to hold

cash collateral at a central bank, the clearinghouse utilizes

its access to the central bank system to minimize credit risk

exposures. When funds are not held at a central bank, we

seek to substantially mitigate credit risk by ensuring that

investments are primarily placed in large, highly rated

financial institutions, highly rated government debt

instruments and other creditworthy counterparties.

- Liquidity Risk: Liquidity risk is the risk a clearinghouse

may not be able to meet its payment obligations in the right

currency, in the right place and the right time. To mitigate

this risk, the clearinghouse monitors liquidity requirements

closely and maintains funds and assets in a manner which

minimizes the risk of loss or delay in the access by the

clearinghouse to such funds and assets. For example,

holding funds with a central bank where possible or

investing in highly liquid government debt instruments

serves to reduce liquidity risks.

- Interest Rate Risk: Interest rate risk is the risk that interest

rates rise causing the value of purchased securities to

decline. If we were required to sell securities prior to

maturity, and interest rates had risen, the sale of the

securities might be made at a loss relative to the latest

market price. Our clearinghouse seeks to manage this risk

by making short-term investments of members’ cash

46

deposits. In addition, the clearinghouse investment

guidelines allow for direct purchases or repurchase

agreements with short dated maturities of high quality

sovereign debt (for example, European government and

U.S. Treasury securities), central bank certificates and

multilateral development bank debt instruments.

- Security Issuer Risk: Security issuer risk is the risk that an

issuer of a security defaults on its payment when the

security matures. This risk is mitigated by limiting

allowable investments and collateral under reverse

repurchase agreements to high quality sovereign,

government agency or multilateral development bank debt

instruments.

## Item 4. Controls and Procedures

Disclosure Controls and Procedures

Nasdaq’s management, with the participation of Nasdaq’s

Chief Executive Officer, and Executive Vice President and

Chief Financial Officer, has evaluated the effectiveness of

Nasdaq’s disclosure controls and procedures (as defined in

Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)

as of the end of the period covered by this report. Based upon

that evaluation, Nasdaq’s Chief Executive Officer and

Executive Vice President and Chief Financial Officer, have

concluded that, as of the end of such period, Nasdaq’s

disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in Nasdaq’s internal control over

financial reporting (as defined in Rule 13a-15(f) and Rule

15d-15(f) under the Exchange Act) that occurred during the

quarter ended June 30, 2026 that have materially affected, or

are reasonably likely to materially affect, Nasdaq’s internal

control over financial reporting.

PART II - OTHER INFORMATION

## Item 1. Legal Proceedings

See “Legal and Regulatory Matters” of Note 17,

“Commitments, Contingencies and Guarantees,” to the

condensed consolidated financial statements for a description

of our legal proceedings, if any.

## Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly

Report on Form 10-Q, you should carefully consider the

factors discussed under “Risk Factors” in our most recent

Form 10-K. These risks could materially and adversely affect

our business, financial condition and results of operations.

These risks and uncertainties are not the only ones facing us.

Additional risks and uncertainties not presently known to us

or that we currently believe to be immaterial may also

adversely affect our business.

## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of

Proceeds

Issuer Purchases of Equity Securities

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.

Purchases of Equity Securities by the Issuer and

Affiliated Purchasers

Under our board approved share repurchase program, we

may repurchase shares from time to time at prevailing market

prices in open market purchases, privately-negotiated

transactions, block purchases, an accelerated share

repurchase program or otherwise, as determined by our

management. As of June 30, 2026, the remaining aggregate

authorized amount under the existing share repurchase

program was $2.5 billion. The share repurchase program may

be suspended, modified or discontinued at any time, and has

no defined expiration date.

47

The table below represents repurchases made by or on behalf

of us or any “affiliated purchaser” of our common stock

during the fiscal quarter ended June 30, 2026:

| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) |
| --- | --- | --- | --- | --- |
| April 2026 |  |  |  |  |
| Share repurchase program | 368,054 | $89.40 | 368,054 | $2,851 |
| Employee transactions | 429,824 | $85.48 | N/A | N/A |
| May 2026 |  |  |  |  |
| Share repurchase program | 1,775,498 | $90.53 | 1,775,498 | $2,691 |
| Employee transactions | 1,309 | $91.33 | N/A | N/A |
| June 2026 |  |  |  |  |
| Share repurchase program | 1,930,367 | $83.88 | 1,930,367 | $2,529 |
| Employee transactions | 1,141 | $83.34 | N/A | N/A |
| Total Quarter Ended June 30, 2026 |  |  |  |  |
| Share repurchase program | 4,073,919 | $87.28 | 4,073,919 | $2,529 |
| Employee transactions | 432,274 | $85.49 | N/A | N/A |

In the table above:

- N/A - Not applicable.
- Employee transactions represents shares surrendered to us

to satisfy tax withholding obligations arising from the

vesting of restricted stock and PSUs previously issued to

employees.

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

Stockholders’ Equity,” to the condensed consolidated

financial statements for further discussion of our share

repurchase program.

## Item 5. Other Information

During the three months ended June 30, 2026, none of the

Company’s directors or officers adopted, terminated or

modified a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement” (as such terms are defined in

Item 408 of Regulation S-K), except as follows and which is

intended to satisfy the affirmative defense of Rule 10b5-1(c): 

on May 7, 2026, Jeremy Skule, Executive Vice President and

Chief Strategy Officer; Executive Chair, Financial Crime

Management Technology, adopted a Rule 10b5-1 trading

plan for the sale of up to 18,000 shares of our common stock

subject to certain conditions and which plan expires on

March 31, 2027.

48

## Item 6. [Exhibits](#i288b9fb8e9b641abb04c844b6bb586b0_202) [48](#i288b9fb8e9b641abb04c844b6bb586b0_202)

[SIGNATURES](#i288b9fb8e9b641abb04c844b6bb586b0_205) [48](#i288b9fb8e9b641abb04c844b6bb586b0_205)

ii

About this Form 10-Q

Throughout this Form 10-Q, unless otherwise specified:

- “Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.
- “Nasdaq Baltic” refers to collectively, Nasdaq Tallinn

AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.

- “Nasdaq Texas” refers to the cash equity exchange

operated by Nasdaq Texas, LLC, formerly Nasdaq BX.

- “NTX Options” refers to the options exchange operated

by Nasdaq Texas, LLC, formerly Nasdaq BX Options.

- “Nasdaq Clearing” refers to the clearing operations

conducted by Nasdaq Clearing AB.

- “Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian

cash equity trading books operated by Nasdaq CXC

Limited.

- “Nasdaq First North” refers to our alternative

marketplaces for smaller companies and growth

companies in the Nordic and Baltic regions.

- “Nasdaq GEMX” refers to the options exchange

operated by Nasdaq GEMX, LLC.

- “Nasdaq ISE” refers to the options exchange operated by

Nasdaq ISE, LLC.

- “Nasdaq MRX” refers to the options exchange operated

by Nasdaq MRX, LLC.

- “Nasdaq Nordic” refers to collectively, Nasdaq Clearing

AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S,

Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

- “Nasdaq PHLX” refers to the options exchange operated

by Nasdaq PHLX LLC.

- “Nasdaq PSX” refers to the cash equity exchange

operated by Nasdaq PHLX LLC.

- “The Nasdaq Options Market” refers to the options

exchange operated by The Nasdaq Stock Market LLC.

- “The Nasdaq Stock Market” refers to the cash equity

exchange and listing venue operated by The Nasdaq

Stock Market LLC.

Nasdaq also provides the following list of abbreviations and

acronyms used throughout this Quarterly Report on Form 10-

Q as a tool for the reader.

2026 Revolving Credit Facility: $1.50 billion senior

unsecured revolving credit facility, which matures on June

30, 2031

2026 Notes: $500 million aggregate principal amount issued

of 3.850% senior unsecured notes paid at maturity on June

30, 2026

2028 Notes: $1 billion aggregate principal amount issued of

5.350% senior unsecured notes due June 28, 2028

2029 Notes: €600 million aggregate principal amount issued

of 1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount issued

of 0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount issued

of 1.650% senior unsecured notes due January 15, 2031

2032 Notes: €750 million aggregate principal amount issued

of 4.500% senior unsecured notes due February 15, 2032

2033 Notes: €615 million aggregate principal amount issued

of 0.900% senior unsecured notes due July 30, 2033

2034 Notes: $1.25 billion aggregate principal amount issued

of 5.550% senior unsecured notes due February 15, 2034

2040 Notes: $650 million aggregate principal amount issued

of 2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount issued

of 3.250% senior unsecured notes due April 28, 2050

2052 Notes: $550 million aggregate principal amount issued

of 3.950% senior unsecured notes due March 7, 2052

2053 Notes: $750 million aggregate principal amount issued

of 5.950% senior unsecured notes due August 15, 2053

2063 Notes: $750 million aggregate principal amount issued

of 6.100% senior unsecured notes due June 28, 2063

Adenza: Adenza Holdings, Inc.

AI: Artificial Intelligence

ARR: Annualized Recurring Revenue

ASR: Accelerated Share Repurchase

AUM: Assets Under Management

CCP: Central Counterparty

CAT: A market-wide consolidated audit trail established

under an SEC approved plan by Nasdaq and other

exchanges

EMIR: European Market Infrastructure Regulation

Equity Plan: Nasdaq Equity Incentive Plan

ESPP: Nasdaq Employee Stock Purchase Plan

ETP: Exchange Traded Product

Euro Notes: The 2029, 2030, 2032 and 2033 Notes

Exchange Act: Securities Exchange Act of 1934, as amended

FINRA: Financial Industry Regulatory Authority

GICS: Global Industry Classification Standard

IPO: Initial Public Offering

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

PSU: Performance Share Unit

SaaS: Software as a Service

SEC: U.S. Securities and Exchange Commission

iii

SERP: Supplemental Executive Retirement Plan

SFSA: Swedish Financial Supervisory Authority

SOFR: Secured Overnight Financing Rate

SPAC: Special Purpose Acquisition Company

S&P: Standard & Poor's

S&P 500: S&P 500 Stock Index

TSR: Total Shareholder Return

U.S. GAAP: U.S. Generally Accepted Accounting Principles

U.S. Tape plans: U.S. cash equity and U.S. options industry

data

NASDAQ, the NASDAQ logos, and other brand, service or

product names or marks referred to in this report are

trademarks or service marks, registered or otherwise, of

Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade

Reporting Facility are registered trademarks of FINRA.

This Quarterly Report on Form 10-Q includes market share

and industry data that we obtained from industry publications

and surveys, reports of governmental agencies and internal

company surveys. Industry publications and surveys

generally state that the information they contain has been

obtained from sources believed to be reliable, but we cannot

assure you that this information is accurate or complete. We

have not independently verified any of the data from third-

party sources nor have we ascertained the underlying

economic assumptions relied upon therein. Statements as to

our market position are based on the most currently available

market data. For market comparison purposes, The Nasdaq

Stock Market data in this Quarterly Report on Form 10-Q for

IPOs and new listings of equity securities (including issuers

that switched from other listings venues, closed-end funds

and ETPs) is based on data generated internally by us;

therefore, the data may not be comparable to other publicly

available IPO data. Data in this Quarterly Report on Form

10-Q for IPOs and new listings of equity securities on the

Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq

First North also is based on data generated internally by us.

The data regarding Nasdaq's combined market capitalization

in the U.S. is obtained from Bloomberg. IPOs and new

listings data is presented as of period end. While we are not

aware of any misstatements regarding industry data presented

herein, our estimates involve risks and uncertainties and are

subject to change based on various factors. We refer you to

the “Risk Factors” section in our Form 10-K for the fiscal

year ended December 31, 2025 that was filed with the SEC

on February 12, 2026.

Nasdaq intends to use its website, ir.nasdaq.com, as a means

for disclosing material non-public information and for

complying with SEC Regulation FD and other disclosure

obligations.

iv

Forward-Looking Statements

The SEC encourages companies to disclose forward-looking

information so that investors can better understand a

company’s future prospects and make informed investment

decisions. This Quarterly Report on Form 10-Q contains

these types of statements. Words such as “can,” “may,”

“will,” “could,” “should,” “anticipate,” “estimates,”

“expects,” “projects,” “intends,” “plans,” “believes” and

words or terms of similar substance used in connection with

any discussion of future expectations as to industry and

regulatory developments or business initiatives and

strategies, future operating results or financial performance,

and other future developments are intended to identify

forward-looking statements. These include, among others,

statements relating to:

- our strategic direction;
- the integration of acquired businesses, including

accounting decisions relating thereto;

- the scope, nature or impact of acquisitions, divestitures,

investments or other transactional activities;

- the effective dates for, and expected benefits of, ongoing

initiatives, including transactional activities and other

strategic, restructuring, technology, de-leveraging and

capital return initiatives;

- our products and services;
- the impact of pricing changes;
- tax matters;
- the cost and availability of liquidity and capital; and
- any litigation, or any regulatory or government

investigation or action, to which we are or could become a

party or which may affect us and any potential settlements

of litigation, regulatory or governmental investigations or

actions.

Forward-looking statements involve risks and uncertainties.

Factors that could cause actual results to differ materially

from those contemplated by the forward-looking statements

include, among others, the following:

- our operating results may be lower than expected;
- our ability to successfully integrate acquired businesses or

divest sold businesses or assets, including the fact that any

integration or transition may be more difficult, time

consuming or costly than expected, and we may be unable

to realize synergies from business combinations,

acquisitions, divestitures or other transactional activities;

- loss of significant trading and clearing volumes or values,

fees, market share, listed companies, market data

customers or other customers;

- our ability to develop and grow our non-trading

businesses;

- our ability to keep up with rapid technological advances,

including our ability to effectively manage the development

and use of AI in certain of our products and offerings, and

adequately address cybersecurity risks;

- economic, political, regulatory and market conditions and

fluctuations, including inflation, tariffs, interest rate and

foreign currency risk inherent in U.S. and international

operations, and geopolitical instability;

- the performance and reliability of our technology and

technology of third parties on which we rely;

- any significant systems failures or errors in our

operational processes;

- our ability to continue to generate cash and manage our

indebtedness; and

- adverse changes that may occur in the litigation or

regulatory areas, or in the securities markets generally, or

increased regulatory oversight domestically or

internationally.

Most of these factors are difficult to predict accurately and

are generally beyond our control. You should consider the

uncertainty and any risk related to forward-looking

statements that we make. These risk factors are more fully

described in the “Risk Factors” section in our Form 10-K

filed with the SEC on February 12, 2026. You are cautioned

not to place undue reliance on these forward-looking

statements, which speak only as of the date of this report. You

should carefully read this entire Quarterly Report on Form

10-Q, including “Part I. Item 2. Management’s Discussion

and Analysis of Financial Condition and Results of

Operations” and the condensed consolidated financial

statements and the related notes. Except as required by the

federal securities laws, we undertake no obligation to update

any forward-looking statement, release publicly any revisions

to any forward-looking statements or report the occurrence

of unanticipated events. For any forward-looking statements

contained in any document, we claim the protection of the

safe harbor for forward-looking statements contained in the

Private Securities Litigation Reform Act of 1995.

1

PART I - FINANCIAL INFORMATION

---

## EX-10.1

SEC source: [ndaq6302026ex-101.htm](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-101.htm)

### Exhibit 10.1

NASDAQ, INC.

RESTRICTED STOCK UNIT AWARD CERTIFICATE

Award Date: [April 1, 2026] Number of Restricted Stock Units: Final Vesting   Date: \_\_\_\_\_\_\_\_\_\_\_    (See below)

THIS CERTIFIES THAT Nasdaq, Inc. (the “Company”) has on the Award Date specified above granted to

### [NAME]

(the “Participant”) an award (the “Award”) to receive the number of Restricted Stock Units (the “RSUs”) indicated in the box above labeled “Number of Restricted Stock Units,” each RSU representing the right to receive one share of the Company’s common stock, $0.01 per value per share (the “Share”), subject to certain restrictions and on the terms and conditions contained in this award certificate (“Award Certificate”) and the Nasdaq, Inc. Equity Incentive Plan (as amended and restated April 24, 2018) (the “Plan”). For purposes of this Award Certificate, if the Participant is not employed by the Company, “Employer” means the Subsidiary that employs the Participant. Capitalized terms not otherwise defined have the meanings set forth in the Plan. A copy of the Plan is available from People@Nasdaq, and is also available on the Company’s website.

* * *

1.Rights of the Participant with Respect to the Restricted Stock Units.

(a)Prior to vesting of the RSUs pursuant to Section 2, (i) the Participant shall not be

treated as a shareholder as to Shares issuable to the Participant with respect to such RSUs, and shall only have a contractual right to receive such Shares following such vesting, unsecured by any assets of the Company or its Subsidiaries; (ii) the Participant shall not be permitted to vote the RSUs or the Shares issuable with respect to such RSUs; and (iii) the Participant’s right to receive such Shares following vesting of the RSUs shall be subject to the adjustment provisions set forth in Section 13 of the Plan. The RSUs shall be subject to all of the restrictions hereinafter set forth.

(b)At the sole discretion of the Committee, the Participant shall be permitted to

receive cash payments equal to the dividends and distributions paid on Shares (other than dividends or distributions of securities of the Company which may be issued with respect to Shares by virtue of any stock split, combination, stock dividend or recapitalization) to the same extent as if each RSU was a Share, and those Shares were not subject to the restrictions imposed by this Award Certificate and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Participant has forfeited the RSUs.

-2-

2.Vesting.

(a)Except as otherwise provided under this Award Certificate, the RSUs shall vest in

accordance with the following vesting schedule: 33% of the RSUs shall vest on the second anniversary of the Award Date (specified above); an additional 33% of the RSUs shall vest on the third anniversary of the Award Date; and the remaining balance of the RSUs shall vest on the fourth anniversary of the Award Date (the “Final Vesting Date”); provided, in each case, that the Participant remains in continuous employment with the Company or any of its Subsidiaries until such date(s).

(b)If, prior to the Final Vesting Date of the RSUs under paragraph (a) above the

Participant has a Separation from Service (as defined in the Plan) with the Company or any of its Subsidiaries for any reason (voluntary or involuntary), then such non-vested RSUs shall be immediately and irrevocably forfeited, except as otherwise provided in Section 8(e)(ii) of the Plan (Separation from Service by reason of death or Retirement) or Section 12 of the Plan (Separation from Service following a Change in Control). Notwithstanding anything to the contrary in the Plan or this Award Certificate, and for purposes of clarity, any Separation from Service shall be effective as of the date the Participant’s active employment ends and shall not be extended by any statutory or common law notice period.

(c)If, prior to the vesting of the RSUs under paragraph (a) above the Participant is

determined by the insurance carrier under the Company’s then-current long-term disability plan to be entitled to receive benefits under such plan, and, by reason of such Disability, is deemed to have a Separation from Service (within the meaning of the Plan), then an amount of unvested RSUs shall vest as described in Section 8(e)(iii) of the Plan.

3.Issuance of Shares. Following the applicable vesting date with respect to the RSUs, and subject to the terms and conditions of the Plan, the Company will issue Shares with respect to such vested RSUs net of any Shares withheld by the Company to satisfy the payment of taxes as described in Section 6 of this Award Certificate. Such issuance shall take place as soon as practicable following the applicable vesting date (but in no event later than 60 days following the applicable vesting date described in Section 2(a), (b) or (c) above). The Shares issued in respect of the RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may determine is required by the rules, regulations, and other requirements of the Securities and Exchange Commission, The Nasdaq Stock Market, any applicable federal, state or local laws and the Company’s Certificate of Incorporation and By-Laws, and the Committee may cause a legend or legends to be put on such Shares to make appropriate reference to such restrictions.  The Company may make delivery of Shares in settlement of RSUs by either (A) delivering certificates representing such Shares to the Participant, registered in the name of the Participant, or (B) by depositing such Shares into a stock brokerage account maintained for the Participant.  The Company will not deliver any fractional Shares but will instead round down to the next full number the amount of Shares to be delivered.

4.No Right to Continued Employment. Neither the Plan nor this Award Certificate shall confer on the Participant any right to be retained, in any position, as an employee, consultant or director of the Company, and nothing in this Award Certificate or the Plan shall be construed to limit the discretion of the Company (or the Employer) to terminate the Participant’s employment at any time, with or without cause.

5.Transferability.

(a)The RSUs are not transferable and may not be sold, assigned, transferred,

disposed of, pledged or otherwise encumbered by the Participant, other than by will or the laws of descent and distribution. Upon such transfer (by will or the laws of descent and distribution), -3-

such transferee in interest shall take the rights granted herein subject to all the terms and conditions hereof.

(b)Subject to Section 5(a) hereof, in order to comply with any applicable securities

laws, the Shares issued to the Participant with respect to vested RSUs may only be sold by the Participant following registration of such Shares under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption therefrom.

(c) Following settlement and issuance of Shares, in the event the Company permits

Participant to arrange for sale of Shares through a broker or another designated agent of the Company, Participant acknowledges and agrees that the Company may block any such sale and/ or cancel any order to sell placed by the Participant, in each case if the Participant is not then permitted under the Company’s insider trading policy to engage in transactions with respect to securities of the Company. If the Committee determines that the ability of the Participant to sell or transfer Shares is restricted, then the Company may notify the Participant in accordance with Section 14 of this Award Certificate. The Participant may only sell such Shares in compliance with such notification from the Company.

6.Withholding.

(a)In order to comply with all applicable federal, state and local tax laws or

regulations, the Company may take such actions as it deems appropriate to ensure that all applicable federal, state and local income, payroll or other taxes are withheld or collected from the Participant.

(b)In accordance with the terms of the Plan, and such rules as may be adopted by the

Committee under the Plan, the Participant may elect to satisfy the Participant’s federal, state and local tax withholding obligations arising from the receipt of, the vesting of or the lapse of restrictions relating to, or the settlement of, the RSUs, by one or a combination of (i) delivering cash, check or money order payable to the Company, (ii) delivering to the Company other Shares, (iii) having the Company withhold a portion of the Shares otherwise to be delivered having a Fair Market Value sufficient to satisfy the statutory withholding required with respect thereto to the extent permitted by the Company; or (iv) having the Company (or the Subsidiary that employs the Participant) withhold any amounts necessary to pay the statutory withholding required from the Participant’s salary or other amounts payable to the Participant. The Company will not deliver any fractional Shares but will instead round down to the next full number the amount of Shares to be delivered. The Participant’s election must be made on or before the date that any such withholding obligation with respect to the RSUs arises. If the Participant fails to timely make such an election, the Company shall have the right to withhold a portion of the Shares otherwise to be delivered having a Fair Market Value equal to the statutory amount of withholding with respect to applicable taxes, as determined by the Company in its sole discretion. The net settlement of the shares underlying the vested RSUs and the delivery of Shares previously owned are hereby specifically authorized alternatives for the satisfaction of the foregoing withholding obligation. To the extent necessary to meet any obligation to withhold Federal Insurance Contributions Act taxes before delivery of the Shares, the Company is authorized to deduct those taxes from other current wages or other compensation.

7.Governing Law. This Award Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions thereof.

-4-

8.Amendments. The Company, acting by means of the Committee, has the right, as set forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or retroactively; provided however, that no such amendment, alteration, suspension, discontinuance or cancelation of the RSUs will adversely affect the Participant’s material rights under this Award Certificate without the Participant’s consent. The Company has the authority to amend this Award Certificate, consistent with the foregoing, without the Participant’s written agreement, except as set forth in this Section 8.

In the event that the Company is reorganized or liquidated, or if all or substantially all of

its assets are sold, or if the Company is merged or consolidated with another corporation or entity (or in the event the Company consummates a written agreement to accomplish any of the foregoing), the Committee may, in its sole discretion and upon at least 10 days advance notice to the Participant, cancel any outstanding RSUs and cause the Participant to be paid (in cash or in stock, or any combination thereof) the value of such RSUs based upon the price per Share received or to be received in the transaction.

9.Administration. This Award Certificate shall at all times be subject to the terms and conditions of the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this Award Certificate shall be final and binding upon the Participant and the Company. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the RSUs hereunder.

10.Compliance with Code Section 409A for U.S. Taxpayers.

(a)Distributions of Shares in settlement of RSUs as described herein which represent

a “deferral of compensation” within the meaning of Code section 409A shall conform to the applicable requirements of Code section 409A, including, without limitation, the requirement that a distribution to a Participant who is a “specified employee” within the meaning of Code section 409A(a)(2)(B)(i) which is made on account of the specified employee’s Separation from Service shall not be made before the date which is six (6) months after the date of Separation from Service. However, distributions as aforesaid shall not be deemed to be a “deferral of compensation” subject to Code section 409A to the extent provided in the exception in Treasury Regulation Section 1.409A-1(b)(4) for short-term deferrals.

(b)It is the intention of the Company and Participant that this Award Certificate not

result in an unfavorable tax consequences to Participant under Code Section 409A. Accordingly, as permitted by the Plan, the Company may at any time (without the consent of the Participant) modify or amend the Plan or this Award Certificate to the extent necessary to ensure that the Award is not “deferred compensation” subject to Code Section 409A (or, alternatively, to conform to the requirements of Code Section 409A). Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Participant. This paragraph does not create an obligation on the part of Company to modify this Award Certificate and does not guarantee that the amounts or benefits owed under this Award Certificate will not be subject to interest and penalties under Code Section 409A. For purposes of applying the provisions of Code Section 409A, to the extent applicable, each group of RSUs that would vest in accordance with Section 2(a) shall be treated as a separate payment.

(c)While the Company intends that this Award Certificate and the RSUs granted

hereunder comply with or be exempt from the requirements of Code Section 409A and any related regulations or other guidance promulgated thereunder, neither the Company or the Committee nor any of their respective affiliates shall be liable to any person for the tax -5-

consequences of any failure to comply with the requirements of Code Section 409A or any other tax consequences relating to this Award.

11.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant, as a condition of receipt of Shares underlying an RSU, to sign any additional Award Certificates or undertakings that may be necessary to accomplish the foregoing.

12.Nature of Grant. In accepting the Award, the Participant acknowledges, understands and agrees that:

(i) the Plan is established voluntarily by the Company, it is discretionary in nature,

and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(ii)all decisions with respect to future Awards or other grants, if any, will be at the

sole discretion of the Company;

(iii) the grant of the RSUs and the Participant’s participation in the Plan shall not

create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate the Participant’s employment or service relationship (if any);

(iv) the Participant is voluntarily participating in the Plan; (v) the RSUs and any Shares issued under the Plan and the income and value of the

same are not intended to replace any pension rights or compensation;

(vi) the future value of the Shares underlying the RSUs is unknown, indeterminable

and cannot be predicted with certainty;

(vii)unless otherwise agreed with the Company, the Award and the Shares subject to

the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Subsidiary of the Company;

(viii)no claim or entitlement to compensation or damages shall arise from forfeiture of

the RSUs resulting from Separation from Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Employer, waives his ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(ix)the Participant acknowledges and agrees that neither the Company, the Employer

nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the vesting and settlement of the RSU or the subsequent sale of any Shares issued upon settlement.

-6-

13.Consent to Collection, Processing and Transfer of Personal Data. Pursuant to applicable

personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data are necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily explicitly and unambiguously acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described in this Award Certificate and any other Award grant materials by and among, as applicable, the Company, its Subsidiaries and/or the Employer for the purpose of implementing, administering and managing the Participant's participation in the Plan.

The Company and its Subsidiaries, including the Employer hold certain personal

information about the Participant, including, but not limited to his or her name, home address, email address and telephone number, date of birth, social security number, passport number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of managing and administering the Plan.

The Company and its Subsidiaries, including the Employer, will transfer Data amongst

themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Subsidiaries, including the Employer, may each further transfer Data to a designated Plan broker, administrative agent or such other stock plan service provider as may be selected by the Company presently or in the future (a “Plan Service Provider”), which may be assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world. The Participant understands that if he or she resides outside the United States, the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant hereby authorizes (where required under applicable law) the Company, any Plan Service Provider and any other possible recipients which may assist the Company (presently or in the future) to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or its Subsidiaries, including the Employer, to any Plan Service Provider, or to any third parties is necessary for the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status or service and career with the Company and its Subsidiaries will not be affected. The only consequence of refusing or withdrawing the Participant’s consent is that the Company may not be able to grant the Participant RSUs or other awards or administer or maintain such awards. Therefore, the Participant acknowledges that withdrawal of consent may affect the Participant’s ability to vest in or realize benefits from the RSUs, and the Participant’s ability to participate in the Plan, in which case neither the Company nor any of its Subsidiaries, including the Employer, -7-

will have any liability or obligation to the Participant related to this Award. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

Finally, upon request of the Company or the Employer, the Participant agrees to provide

an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

14.Notices. Any notice, request, instruction or other document given under this Award Certificate shall be in writing and may be delivered by such method as may be permitted by the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Participant, to the Participant’s address as shown in the records of the Company or to such other address as may be designated in writing (or by such other method approved by the Company) by either party.

15.Severability. The invalidity or unenforceability of any provision of this Award Certificate shall not affect the validity or enforceability of any other provision of this Award Certificate, and each other provision of the Award Certificate shall be severable and enforceable to the extent permitted by law.

16.Award Subject to Plan; Amendments to Award. This Award is subject to the Plan as approved by the shareholders of the Company. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained in this Award Certificate and a term or provision of the Plan, the applicable terms and provisions of this Award Certificate will govern and prevail.

17.Discretionary Nature of Plan; No Vested Rights. The grant of the Award represented by this Award Certificate is exceptional, voluntary and occasional and does not create any contractual or other right to receive an award or benefit in lieu of an award in the future, even if awards have been granted in the past. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an Award, the number of Shares subject to the Award, and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

18.Private Placement. The grant of the RSUs is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different).  The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the RSUs is not subject to the supervision of the local securities authorities.

19.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or his acquisition or sale of the underlying Shares. The Participant acknowledges that he should consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.

-8-

20.Clawback. Notwithstanding any provision to the contrary, any “clawback” or “recoupment” policy required under applicable law or provided for under Company policy, as amended from time to time, shall automatically apply to this Award.

21.Entire Agreement. This Award Certificate represents the entire understanding and agreement between the parties with respect to the subject matter of this Award Certificate and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters.

22.Execution of Agreement. By electronically or otherwise accepting this Award Certificate, the Participant acknowledges his or her understanding and acceptance of the terms and conditions of the Award. The Company has no obligation to issue the Participant Shares under this Award Certificate if the Participant does not accept the Award. Further, any acceptance of Shares issued pursuant to this Award Certificate shall constitute the Participant’s acceptance of the Award and the Participant’s agreement with all terms and conditions of the Award, as set forth in the Plan and this Award Certificate.

23.Insider Trading / Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares (e.g., RSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such times as the Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a "need to know") and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. The Participant should keep in mind third parties includes fellow employees. The requirements of these laws may or may not be consistent with the terms of any applicable Company’s insider trading policy. The Participant acknowledges that it is his or her responsibility to be informed of and compliant with any such laws and such Company policies, and is hereby advised to speak to his or her personal legal advisor on this matter.

24.Waiver. The Participant acknowledges that a waiver by the Company of a breach of any provision of this Award Certificate shall not operate or be construed as a waiver of any other provision of this Award Certificate, or of a prior or subsequent breach by the Participant or any other Participant.

-9-

NASDAQ, INC.

By: Bryan Smith Title: EVP and Chief People Officer

---

## EX-10.2

SEC source: [ndaq6302026ex-102.htm](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-102.htm)

### Exhibit 10.2

NASDAQ, INC.

RESTRICTED STOCK UNIT AWARD CERTIFICATE

Award Date: June 10, 2026 Number of Restricted Stock Units: # GRANTED   SHARES

THIS CERTIFIES THAT Nasdaq, Inc. (the “Company”) has on the Award Date specified above granted to

### DIRECTOR NAME

(the “Director”) an award (the “Award”) to receive the number of Restricted Stock Units (the “RSUs”) indicated in the box above labeled “Number of Restricted Stock Units,” with each RSU representing the right to receive one share of the Company’s common stock, $0.01 per value per share (the “Share”), subject to certain restrictions and on the terms and conditions contained in this award certificate (the “Award Certificate”) and the Nasdaq, Inc. Equity Incentive Plan (as amended and restated April 24, 2018) (the “Plan”). Capitalized terms not otherwise defined have the meanings set forth in the Plan. A copy of the Plan is available from the People@Nasdaq team, and is also available on the Company’s website.

* * *

1.Rights of the Director with Respect to the Restricted Stock Units.

(a)Prior to vesting of the RSUs pursuant to Section 2, (i) the Director shall not be

treated as a shareholder as to Shares issuable to the Director with respect to such RSUs, and shall only have a contractual right to receive such Shares following such vesting, unsecured by any assets of the Company or its Subsidiaries; (ii) the Director shall not be permitted to vote the RSUs or the Shares issuable with respect to such RSUs; and (iii) the Director’s right to receive such Shares following vesting of the RSUs shall be subject to the adjustment provisions set forth in Section 13 of the Plan. The RSUs shall be subject to all of the restrictions hereinafter set forth.

(b)At the sole discretion of the Committee, the Director shall be permitted to receive

cash payments equal to the dividends and distributions paid on Shares (other than dividends or distributions of securities of the Company which may be issued with respect to Shares by virtue of any stock split, combination, stock dividend or recapitalization) to the same extent as if each RSU was a Share, and those Shares were not subject to the restrictions imposed by this Award Certificate and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Director with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Director has forfeited the RSUs.

-2-

2.Vesting.

(a)Except as otherwise provided under this Award Certificate, and contingent upon

the Director’s continued service, the RSUs shall vest in accordance with the following vesting schedule: 100% of the RSUs shall vest on June 11, 2027 (the “Final Vesting Date”).

3.Termination of Service.

(a)If the Company terminates the Director’s service on the Board on account of

“Misconduct” (as such term is defined below), all RSUs which have not as of the date of such termination become vested shall be deemed canceled and forfeited on the effective date of such termination without further consideration to the Director.

(b)If the Director’s service on the Board terminates by reason of death or

“Disability” (as such term is defined below), all RSUs shall become vested on the date of such termination.

(c)If the Director’s service on the Board terminates by reason of the expiration of his

“Term” (as such term is defined below) prior to the date his RSUs would otherwise vest pursuant to Section 2 hereof, all RSUs shall become vested RSUs.

(d) If the Director’s service on the Board terminates for any reason other than those

set forth in Sections (a) through (c) of this Section 3, all RSUs which have not as of the date of such termination become vested shall be deemed canceled and forfeited on the effective date of such termination without further consideration to the Director, unless otherwise specifically determined at the sole discretion of the Committee, which may provide, subject to Section 11, the Director to be treated as satisfying the service requirement on the Final Vesting Date specified in Section 2, either on a full or pro-rated basis.

(e)For purposes of this Award Certificate the terms “Misconduct,” “Disability,” and

“Term” shall have meanings set forth in this Section 3(e):

(i)“Misconduct” means the Director’s conviction of, or pleading nolo

contendre to a felony or to any crime, whether a felony or misdemeanor, involving the purchase or sale of any security, mail or wire fraud, theft or embezzlement of Company property or a material breach of the Director’s fiduciary duty to the Company or its shareholders.

(ii)“Disability” means the Director’s physical or mental incapacity for a

period of 45 consecutive working days or 60 days in a six (6) month period which makes the Director unable to perform his duties to the Company. Any question as to the existence of the Disability of the Director shall be determined by a qualified physician selected by the Company.

(iii)“Term” shall mean each term of service on the Board commencing on the

Director’s election or most recent re-election to the Board and ending on the first anniversary thereafter unless the Director was elected for a longer or shorter period, in which event the longer or shorter period shall be the -3-

Term; provided, however, that the Term shall be deemed to include any automatic renewal thereof.

4.Issuance of Shares. Following the applicable vesting date with respect to the RSUs, and subject to the terms and conditions of the Plan, the Company will issue Shares with respect to such vested RSUs, net of any Shares withheld by the Company to satisfy the payment of taxes as described in Section 7 herein. Such issuance shall take place as soon as practicable following the applicable vesting date (but in no event later than 60 days following the applicable vesting date described in Section 2 above). The Shares issued in respect of the RSUs shall be subject to such stop transfer orders and other restrictions as the Committee may determine is required by the rules, regulations, and other requirements of the Securities and Exchange Commission, The Nasdaq Stock Market, any applicable federal, state or local laws and the Company’s Certificate of Incorporation and By-Laws, and the Committee may cause a legend or legends to be put on such Shares to make appropriate reference to such restrictions. The Company may make delivery of Shares in settlement of RSUs by either (A) delivering certificates representing such Shares to the Director, registered in the name of the Director, or (B) by depositing such Shares into a stock brokerage account maintained for the Director. The Company will not deliver any fractional Shares but will instead round down to the next full number the amount of Shares to be delivered.

Notwithstanding anything in this Section 4 to the contrary, the Company may, in its sole discretion, settle the RSUs in the form of a cash payment to the extent settlement in Shares is prohibited under local law, or would require the Director, the Company and/or a Subsidiary to obtain the approval of any governmental and/or regulatory body in the Director’s country of residence (and country where the Director performs services, if different). Alternatively, the Company may, in its sole discretion, settle the RSUs in the form of Shares but require the Director to immediately sell such Shares (in which case, the Award Certificate shall give the Company the authority to issue sales instructions on behalf of the Director).

5.No Right to Continued Service. Neither the Plan nor this Award Certificate shall confer on the Director any right to be retained, in any position, as an employee, consultant or director of the Company.

6.Transferability.

(a)At any time prior to becoming vested, the RSUs are not transferable and may not

be sold, assigned, transferred, disposed of, pledged or otherwise encumbered by the Director, other than by will or the laws of descent and distribution. Upon such transfer (by will or the laws of descent and distribution), such transferee in interest shall take the rights granted herein subject to all the terms and conditions hereof.

(b)Subject to Section 6(a) hereof, in order to comply with any applicable securities

laws, the Shares issued to the Director with respect to vested RSUs may only be sold by the Director following registration of such Shares under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption therefrom.

(c)Following settlement and issuance of Shares, in the event the Company permits

the Director to arrange for sale of Shares through a broker or another designated agent of the Company, Director acknowledges and agrees that the Company may block any such sale and/or cancel any order to sell placed by the Director, in each case if the Director is not then permitted under the Company’s insider trading policy to engage in transactions with respect to securities of the Company. If the Committee determines that the ability of the Director to sell or transfer -4-

Shares is restricted, then the Company may notify the Director in accordance with Section 13 of this Award Certificate. The Director may only sell such Shares in compliance with such notification from the Company.

7.Withholding.

(a)The Director acknowledges that, regardless of any action taken by the Company,

the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Director's participation in the Plan and legally applicable to the Director (“Tax-Related Items”), is and remains the Director's responsibility and may exceed any amount actually withheld by the Company and/or any Subsidiary. The Director further acknowledges that the Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant, vesting or settlement of the RSUs, the issuance of Shares upon settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or dividend equivalent amounts; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Director's liability for Tax-Related Items or achieve any particular tax result. Further, if the Director has become subject to Tax-Related Items in more than one jurisdiction, the Director acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)In order to comply with all applicable federal, state and local tax laws or

regulations, the Company may take such actions as it deems appropriate to ensure that all applicable Tax-Related Items are withheld or collected from the Director.

(c)In accordance with the terms of the Plan, and such rules as may be adopted by the

Committee under the Plan, the Director may elect to satisfy the Director’s obligations with regard to all Tax-Related Items arising from the receipt of, the vesting of or the lapse of restrictions relating to, the RSUs, by (i) delivering cash, check or money order payable to the Company, (ii) delivering to the Company other Shares, (iii) having the Company withhold a portion of the Shares otherwise to be delivered having a Fair Market Value sufficient to satisfy the statutory withholding required with respect thereto to the extent permitted by the Company; or (iv) having the Company withhold any amounts necessary to pay the statutory withholding required from the Director’s salary or other amounts payable to the Director. The Company will not deliver any fractional Shares but will instead round down to the next full number the amount of Shares to be delivered. The Director’s election must be made on or before the date that any such withholding obligation with respect to the RSUs arises. If the Director fails to timely make such an election, the Company shall have the right to withhold a portion of the Shares otherwise to be delivered having a Fair Market Value equal to the statutory amount of withholding with respect to applicable taxes, as determined by the Company in its sole discretion. The net settlement of the Shares underlying the vested RSUs and the delivery of Shares previously owned are hereby specifically authorized alternatives for the satisfaction of the foregoing withholding obligation. To the extent necessary to meet any obligation to withhold Federal Insurance Contributions Act taxes before delivery of the Shares, the Company is authorized to deduct those taxes from other compensation.

8.Governing Law. This Award Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions thereof.

9.Amendments. The Company, acting by means of the Committee, has the right, as set forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or retroactively; provided however, that no such amendment, alteration, suspension, discontinuance -5-

or cancelation of the RSUs will adversely affect the Director’s material rights under this Award Certificate without the Director’s consent. The Company has the authority to amend this Award Certificate, consistent with the foregoing, without the Director’s written agreement, except as set forth in this Section 9.

In the event that the Company is reorganized or liquidated, or if all or substantially all of its assets are sold, or if the Company is merged or consolidated with another corporation or entity (or in the event the Company consummates a written agreement to accomplish any of the foregoing), the Committee may, in its sole discretion and upon at least 10 days advance notice to the Director, cancel any outstanding RSUs and cause the Director to be paid (in cash or in stock, or any combination thereof) the value of such RSUs based upon the price per Share received or to be received in the transaction.

10.Administration. This Award Certificate shall at all times be subject to the terms and conditions of the Plan. Capitalized terms not defined in this Award Certificate shall have the meanings set forth in the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this Award Certificate shall be final and binding upon the Director and the Company.  The Committee has the authority and discretion to determine any questions which arise in connection with the award of the RSUs hereunder.

11.Compliance with Code Section 409A for U.S. Taxpayers.

(a)Distributions of Shares in settlement of RSUs as described herein which represent

a “deferral of compensation” within the meaning of Code Section 409A shall conform to the applicable requirements of Code Section 409A. However, distributions as aforesaid shall not be deemed to be a "deferral of compensation" subject to Code section 409A to the extent provided in the exception in Treasury Regulation Section 1.409A-1(b)(4) for short-term deferrals.

(b)It is the intention of the Company and Director that this Award Certificate not

result in an unfavorable tax consequence to the Director under Code Section 409A. Accordingly, as permitted by the Plan, the Company may at any time (without the consent of the Director) modify or amend the Plan or this Award Certificate to the extent necessary to ensure that the Award is not “deferred compensation” subject to Code Section 409A (or, alternatively, to conform to the requirements of Code Section 409A). Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Director. This paragraph does not create an obligation on the part of Company to modify this Award Certificate and does not guarantee that the amounts or benefits owed under this Award Certificate will not be subject to interest and penalties under Code Section 409A. For purposes of applying the provisions of Code Section 409A, to the extent applicable, each group of RSUs that would vest in accordance with Section 2 shall be treated as a separate payment.

(c)While the Company intends that this Award Certificate and the RSUs granted

hereunder comply with or be exempt from the requirements of Code Section 409A and any related regulations or other guidance promulgated thereunder, neither the Company or the Committee nor any of their respective affiliates shall be liable to any person for the tax consequences of any failure to comply with the requirements of Code Section 409A or any other tax consequences relating to this Award.

12.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Director’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Director, as a -6-

condition of receipt of Shares underlying a RSU, to sign any additional Award Certificates or undertakings that may be necessary to accomplish the foregoing.

13.Notices. Any notice, request, instruction or other document given under this Award Certificate shall be in writing and may be delivered by such method as may be permitted by the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Director, to the Director’s address as shown in the records of the Company or to such other address as may be designated in writing (or by such other method approved by the Company) by either party.

14.Severability. The invalidity or unenforceability of any provision of this Award Certificate shall not affect the validity or enforceability of any other provision of this Award Certificate, and each other provision of the Award Certificate shall be severable and enforceable to the extent permitted by law.

15.Award Subject to Plan; Amendments to Award. This Award is subject to the Plan as approved by the shareholders of the Company. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained in this Award Certificate and a term or provision of the Plan, the applicable terms and provisions of this Award Certificate will govern and prevail.

16.Discretionary Nature of Plan; No Vested Rights. The Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Award represented by this Award Certificate is exceptional, voluntary and occasional and does not create any contractual or other right to receive an award or benefit in lieu of an award in the future, even if awards have been granted repeatedly in the past. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an Award, the number of Shares subject to the Award, and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Director’s service with the Company.

17.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the RSU or future Awards granted under the Plan by electronic means or request the Director’s consent to participate in the Plan by electronic means. By accepting this Award, the Director hereby consents and agrees to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

18.English Language. The Director acknowledges and agrees that it is the Director’s express intent that the Plan, this Award Certificate, any addendum and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. Unless specifically indicated, if the Director has received the Plan, this Award Certificate, any addendum or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

19.Nature of Grant. In accepting the Award, the Director acknowledges, understands and agrees that:

(i)the Plan is established voluntarily by the Company, it is discretionary in nature,

and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

-7-

(ii)the Award is voluntary and occasional and does not create any contractual or other

right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(iii)all decisions with respect to future Awards or other grants, if any, will be at the

sole discretion of the Company;

(iv)the Director is voluntarily participating in the Plan;

(v)the future value of the Shares underlying the RSUs is unknown and

indeterminable and cannot be predicted with certainty; and

(vi)the Director acknowledges and agrees that neither the Company nor any

Subsidiary shall be liable for any foreign exchange rate fluctuation between the Director’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Director pursuant to the vesting and settlement of the RSU or the subsequent sale of any Shares issued upon settlement.

20.Consent to Collection, Processing and Transfer of Personal Data. Pursuant to

applicable personal data protection laws, the Company hereby notifies the Director of the following in relation to the Director’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Director’s participation in the Plan. The collection, processing and transfer of the Director’s personal data are necessary for the Company’s administration of the Plan and the Director’s participation in the Plan. The Director’s denial and/or objection to the collection, processing and transfer of personal data may affect the Director’s participation in the Plan. As such, the Director voluntarily explicitly and unambiguously acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described in this Award Certificate and any other Award grant materials by and among, as applicable, the Company and its Subsidiaries for the purpose of implementing, administering and managing the Director's participation in the Plan.

The Company holds certain personal information about the Director, including name, home address, email address and telephone number, date of birth, social security number, passport number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Director’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Director or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Director’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Director’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Director’s participation in the Plan.

-8-

The Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Director hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Director’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/ or the subsequent holding of Shares on the Director’s behalf to a broker or other third party with whom the Director may elect to deposit any Shares acquired pursuant to the Plan.

The Director may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Director’s participation in the Plan. The Director may seek to exercise these rights by contacting the Office of the Corporate Secretary.

Finally, upon request of the Company, the Director agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company) that the Company may deem necessary to obtain from the Director for the purpose of administering the Director’s participation in the Plan in compliance with the data privacy laws in the Director’s country, either now or in the future. The Director understands and agrees that the Director will not be able to participate in the Plan if the Director fails to provide any such consent or agreement requested by the Company.

21.Private Placement. The grant of the RSUs is not intended to be a public offering of securities in the Director’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the RSUs is not subject to the supervision of the local securities authorities.

22.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Director's participation in the Plan, or his acquisition or sale of the underlying Shares. The Director acknowledges that he should consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.

23.Clawback. Notwithstanding any provision to the contrary, any “clawback” or “recoupment” policy required under applicable law or provided for under Company policy shall automatically apply to this Award.

24.Entire Agreement. This Award Certificate represents the entire understanding and agreement between the parties with respect to the subject matter of this Award Certificate and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters.

-9-

25.Insider Trading / Market Abuse Laws. The Director acknowledges that, depending on the Director’s or the Director’s broker’s country of residence or where the Shares are listed, the Director may be subject to insider trading and/or market abuse laws, which may affect the Director's ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares (e.g., RSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such times as the Director is considered to have "inside information" (regarding the Company as defined by the laws or regulations in the Director's country). Local insider trading laws and regulations may prohibit the cancellation or amendment or amendment of orders the Director placed before the Director possessed inside information. Furthermore, the Director could be prohibited from (i) disclosing the inside information to any third party (other than on a "need to know") and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. The Director should keep in mind third parties includes fellow directors and employees of the Company. Any restrictions under these laws and regulations are separate from and in addition to any restrictions that that may be imposed under any applicable Company’s insider trading policy. The Director acknowledges that it is his or her responsibility to be informed of and compliant with any such laws and such Company’s policies, and is hereby advised to speak to his or her personal legal advisor on this matter.

26.Waiver. The Director acknowledges that a waiver by the Company of a breach of any provision of this Award Certificate shall not operate or be construed as a waiver of any other provision of this Award Certificate, or of a prior or subsequent breach by the Director or any other Director.

[Signature Page Follows]

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### NASDAQ, INC.

By: ___________________________ Name: Bryan Smith Title: EVP, and Chief People Officer

---

## EX-10.3

SEC source: [ndaq6302026ex-103.htm](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-103.htm)

1

### Exhibit 10.3

NASDAQ, INC.

THREE-YEAR PERFORMANCE SHARE UNIT AGREEMENT

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”)

between Nasdaq, Inc., a Delaware corporation (the “Company”), and

### [NAME]

(the “Grantee”) memorializes the grant by the Management Compensation Committee of the Board of Directors of the Company (the “Committee”) on

### [DATE]

(the “Grant Date”) of performance share units (the “PSUs”) to the Grantee on the terms and conditions set out below.

RECITALS:

The Company has adopted the Nasdaq, Inc. Equity Incentive Plan (as amended

and restated April 24, 2018) (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan. The Plan in relevant part provides for the issuance of stock-based awards that are subject to the attainment of performance goals as established by the Committee.

The Committee has determined that it is in the best interests of the Company and

its shareholders to grant the PSUs provided for herein to the Grantee pursuant to the Plan and under the terms set forth herein as an increased incentive for the Grantee to contribute to the Company’s future success and prosperity.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to

them in the Plan.

For purposes of this Agreement, if the Grantee is not employed by the Company,

“Employer” means the Subsidiary that employs the Grantee.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, the parties hereto agree as follows:

1.Grant of Performance-Based Award.

The Company hereby grants to the Grantee:

### [TOTAL SHARES GRANTED]

2

PSUs, which PSUs shall entitle the Grantee to receive up to 200% of target shares (or a lesser number of Shares, or no Shares whatsoever), subject to the terms and conditions set forth in this Agreement and the Plan. (A complete copy of the Plan, as in effect on the Grant Date, is available to the Grantee upon request.). Shares corresponding to the PSUs granted herein are in all events to be delivered to the Grantee only after the Grantee has become vested in the PSUs pursuant to Section 4, below.

2.Performance Period. For purposes of this Agreement, the term

“Performance Period” shall be the period commencing on January 1, 2026 and ending on

December 31, 2028.

3.Performance Goal.

(a)Subject to the following sentence, the Performance Goal is set out in

Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or any other provision of this Agreement to the contrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a new Performance Goal). If the Committee exercises such discretionary authority to any extent, the Committee shall provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (rather than the Appendix A attached hereto and the Performance Goal set out therein) shall in all events apply for all purposes of this Agreement.

(b)Depending upon the extent, if any, to which the Performance Goal has

been achieved, and subject to compliance with the requirements of Section 4, each PSU shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 2.0 Shares for each PSU. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each PSU (with such number of whole and/or partial Shares being hereafter referred to as the “Share Delivery Factor”).  Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

4.Vesting.

(a)The PSUs are subject to forfeiture to the Company until they become non-

forfeitable in accordance with this Section 4. Except as provided in the following sentence, the risk of forfeiture will lapse on the PSUs, and such PSUs shall thereupon become vested, only if the Grantee remains employed by the Company (or a subsidiary) through and on December 31, 2028 (the “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company (or a subsidiary) terminates by reason of death prior to December 31, 2028, the risk of forfeiture shall lapse on all PSUs, and all unvested PSUs shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period 3

on which the Committee determines whether, and to what extent the PSUs are earned in accordance with Section 3(b) of this Agreement).

(b)Subject to any conflicting provisions in any employment agreement

between the Company and the Grantee, which shall control in the event of a conflict with this Agreement, in the event that (i) the Company or a subsidiary terminates the Grantee’s employment with the Company or a subsidiary for any reason prior to the Vest Date or (ii) the Grantee terminates employment with the Company or a subsidiary for any reason (other than death) prior to such date, all unvested PSUs shall be cancelled and forfeited, effective as of the Grantee’s separation from service.  Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

5.Delivery of Shares. As soon as practicable following the Vest Date, and

compliance with all applicable tax withholding as described in Section 11 hereof, but in no event later than two and one-half months after the end of the calendar year in which the Vest Date occurs, the Company shall instruct the registrar for the Company to make an entry on its books and records evidencing that the Shares underlying such vested PSUs have been duly issued as of that date; provided, however, that the Grantee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as may be prescribed by the Company. The Company shall not be liable to the Grantee for damages relating to any delays in issuing the certificates. The underlying Shares may be registered in the name of the Grantee’s legal representative or estate in the event of the death of the Grantee. In the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible following such vesting date, but in no event later than two and one-half months after the end of the calendar year in which such vesting date occurs. Notwithstanding anything in the Agreement, the Company may make delivery of Shares in settlement of PSUs by either (A) delivering certificates representing such Shares to the Grantee, registered in the name of the Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the Grantee.

6.Electronic Delivery/Acceptance. The Company may, in its sole discretion,

decide to deliver any documents related to the PSUs or future Awards granted under the Plan by electronic means or request the Grantee’s consent to participate in the Plan by electronic means. By accepting this Award, the Grantee hereby consents and agrees to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

7.Transferability.

(a)Except as provided below, or except to the minimal extent required by

law, the PSUs are nontransferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer, by will or the laws of descent and distribution (or upon such transfer required by law), the transferee shall hold such PSUs subject to all the terms and conditions that were applicable to the Grantee immediately prior to such transfer. Notwithstanding the foregoing, the Grantee may transfer any vested PSUs to members of his immediate 4

family (defined as his spouse, children or grandchildren) or to one or more trusts for the exclusive benefit of such immediate family members or partnerships in which such immediate family members are the only partners if the transfer is approved by the Committee and the Grantee does not receive any consideration for the transfer. Any such transferred portion of the PSUs shall continue to be subject to the same terms and conditions that were applicable to such portion of the PSUs immediately prior to transfer (except that such transferred PSUs shall not be further transferable by the transferee). No transfer of a portion of the PSUs shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee of the terms and conditions hereof.

(b)Upon any transfer by will or the laws of descent and distribution (or upon

any such transfer required by law), such transferee shall take the PSUs and the Shares delivered in connection therewith (the “Transferee Shares”) subject to all the terms and conditions that were (or would have been) applicable to the PSUs and the Transferee Shares immediately prior to such transfer.

(c)Following settlement and issuance of Shares, in the event the Company

permits Grantee to arrange for sale of Shares through a broker or another designated agent of the Company, Grantee acknowledges and agrees that the Company may block any such sale and/or cancel any order to sell placed by the Grantee, in each case if the Grantee is not then permitted under the Company’s insider trading policy to engage in transactions with respect to securities of the Company. If the Committee determines that the ability of the Grantee to sell or transfer shares of Common Stock is restricted, then the Company may notify the Grantee in accordance with Section 18 of this Agreement. The Grantee may only sell such Shares in compliance with such notification from the Company.

8.Rights of Grantee. Prior to the delivery, if any, of Shares to the Grantee

pursuant to the provisions of Section 5, the Grantee shall not have any rights of a shareholder of the Company, including, but not limited to, the right to receive dividend payments, on account of the PSUs.

9.Unfunded Nature of PSUs. The Company will not segregate any funds

representing the potential liability arising under this Agreement. The Grantee’s rights in respect of this Agreement are those of an unsecured general creditor of the Company. The liability for any payment under this Agreement will be a liability of the Company and not a liability of any of its officers, directors or Affiliates.

10.Securities Laws. The Company may condition delivery of Shares for any

vested PSUs upon the prior receipt from the Grantee of any undertakings which it may determine are required to assure that the Shares are being issued in compliance with federal and state securities laws.

11.Withholding. Regardless of any action the Company, any of its

Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s 5

responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs, the issuance of Shares or cash upon settlement of the PSUs, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay

or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a)withholding from the Grantee’s wages or other cash compensation paid to

the Grantee by the Company and/or its Subsidiaries; or

(b)withholding from proceeds of the Shares acquired following settlement

either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or

(c)withholding in Shares to be delivered upon settlement.

To avoid negative accounting treatment, the Company and/or its Subsidiaries may

withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded PSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan.

The Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related

Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee’s participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

By accepting this grant of PSUs, the Grantee expressly consents to the methods of

withholding Tax-Related Items by the Company and/or its subsidiaries as set forth hereunder, including the withholding of Shares and the withholding from the Grantee’s wages/salary or other amounts payable to the Grantee. All other Tax-Related Items related to the PSUs and any Shares delivered in satisfaction thereof are the Grantee’s sole responsibility.

12.Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Delaware, without giving effect to any principle of law that could result in the application of the law of any other jurisdiction.

6

13.Amendments. This Agreement may be amended or modified at any time

by an instrument in writing signed by the parties hereto, except as otherwise provided in Section 3(a) or Sections 15 or 16 of this Agreement regarding permitted unilateral action by the Committee or in Section 13(a) of the Plan related to amendments or alterations that do not adversely affect the rights of the Grantee in this Award.

14.Administration. This Agreement shall at all times be subject to the terms

and conditions of the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this Agreement shall be final and binding upon the Grantee and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of this Agreement shall control. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the PSUs hereunder.

15.Compliance with Code Section 409A. It is the intention of the Company

and Grantee that this Agreement not result in an unfavorable tax consequences to Grantee under Code Section 409A. Accordingly, Grantee consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Grantee a copy of such amendment. Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Grantee. This paragraph does not create an obligation on the part of Company to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Code Section 409A.

16.Imposition of Other Requirements. The Company reserves the right to

impose other requirements on the Grantee’s participation in the Plan, on the PSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Plan and this Agreement.

17.No Right to Continued Employment. Neither the plan nor this agreement

shall confer on the Grantee any right to be retained, in any position, as an employee, consultant or director of the Company, and nothing in this agreement or the Plan shall be construed to limit the discretion of the Company (or the Employer) to terminate the Grantee’s employment at any time, with or without cause.

18.Notices. Any notice, request, instruction or other document given under

this Agreement shall be in writing and may be delivered by such method as may be permitted by the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address as shown in the records of the Company or to such other address as may be designated in writing (or by such other method approved by the Company) by either party.

19.Award Subject to Plan. This Award is subject to the Plan as approved by

the shareholders of the Company. In the event of conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

20.Severability. The invalidity or unenforceability of any provision of this

Agreement shall not affect the validity or enforceability of any other provision of this Agreement

7

and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

21.Discretionary Nature of Plan; No Vested Rights. The grant of the Award

represented by this Agreement is exceptional, voluntary and occasional and does not create any contractual or other right to receive an award or benefit in lieu of an award in the future, even if awards have been granted in the past. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an Award, the number of Shares subject to the Award, and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

22.Termination Indemnities. The Grantee’s Award and the Shares subject to

the Award, and the income and value of the same, are extraordinary items of compensation outside the scope of the Grantee’s employment or services contract, if any. As such, the PSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, or retirement benefits or welfare benefits or similar payments.

23.Nature of Grant. In accepting the Award, the Grantee acknowledges,

understands and agrees that:

(i) the Plan is established voluntarily by the Company, it is discretionary in

nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(ii)all decisions with respect to future Awards or other grants, if any, will be

at the sole discretion of the Company;

(iii) the grant of the PSUs and the Grantee’s participation in the Plan shall not

create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate the Grantee’s employment or service relationship (if any);

(iv) the Grantee is voluntarily participating in the Plan;

(v) the PSUs and any Shares issued under the Plan and the income and value

of the same are not intended to replace any pension rights or compensation;

(vi) the future value of the Shares underlying the PSUs is unknown,

indeterminable and cannot be predicted with certainty;

(vii)unless otherwise agreed with the Company, the Award and the Shares

subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service Grantee may provide as a director of a Subsidiary of the Company;

(viii)no claim or entitlement to compensation or damages shall arise from

forfeiture of the PSUs resulting from separation from service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction 8

where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the PSUs to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Employer, waives his ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(ix)the Grantee acknowledges and agrees that neither the Company, the

Employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to the Grantee pursuant to the vesting and settlement of the PSU or the subsequent sale of any Shares issued upon settlement.

24.Data Protection. Pursuant to applicable personal data protection laws,

the Company hereby notifies the Grantee of the following in relation to the Grantee’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Grantee’s participation in the Plan. The collection, processing and transfer of the Grantee’s personal data are necessary for the Company’s administration of the Plan and the Grantee’s participation in the Plan. The Grantee’s denial and/or objection to the collection, processing and transfer of personal data may affect the Grantee’s participation in the Plan. As such, the Grantee voluntarily explicitly and unambiguously acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described in this Agreement and any other Award grant materials by and among, as applicable, the Company, its Subsidiaries and/or the Employer for the purpose of implementing, administering and managing the Grantee's participation in the Plan.

The Company and its Subsidiaries, including the Employer hold certain personal

information about the Grantee, including, but not limited to his or her name, home address, email address and telephone number, date of birth, social security number, passport number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Awards or any other entitlement to Shares

awarded, canceled, purchased, vested, unvested or outstanding in Grantee’s favor (“Data”),

for the exclusive purpose of managing and administering the Plan.

The Company and its Subsidiaries, including the Employer, will transfer Data amongst

themselves as necessary for the purpose of implementation, administration and management of the Grantee’s participation in the Plan, and the Company and its Subsidiaries, including the Employer, may each further transfer Data to a designated Plan broker, administrative agent or such other stock plan service provider as may be selected by the Company presently

or in the future (a “Plan Service Provider”), which may be assisting the Company in the

implementation, administration and management of the Plan. These recipients may be located throughout the world. The Grantee understands that if he or she resides outside the United States, the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee hereby authorizes (where required under applicable law) the Company, any Plan Service 9

Provider and any other possible recipients which may assist the Company (presently or in the future) to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan. Furthermore, the Grantee acknowledges and understands that the transfer of the Data to the Company or its Subsidiaries, including the Employer, to any Plan Service Provider, or to any third parties is necessary for the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment status or service and career with the Company and its Subsidiaries will not be affected. The only consequence of refusing or withdrawing the Grantee’s consent is that the Company may not be able to grant the PSUs or other awards or administer or maintain such awards.  Therefore, the Grantee acknowledges that withdrawal of consent may affect the Grantee’s ability to vest in or realize benefits from the PSUs, and the Grantee’s ability to participate in the Plan, in which case neither the Company nor any of its Subsidiaries, including the Employer, will have any liability or obligation to the Grantee related to this Award. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

Finally, upon request of the Company or the Employer, the Grantee agrees to provide

an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Grantee for the purpose of administering the Grantee’s participation in the Plan in compliance with the data privacy laws in the Grantee’s country, either now or in the future. The Grantee understands and agrees that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any such consent or agreement requested by the Company and/or the Employer.

25.Private Placement. The grant of the PSUs is not intended to be a public

offering of securities in the Grantee’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the PSUs is not subject to the supervision of the local securities authorities.

26.No Advice Regarding Grant. The Company is not providing any tax, legal

or financial advice, nor is the Company making any recommendations regarding the Grantee's participation in the Plan, or his acquisition or sale of the underlying Shares. The Grantee acknowledges that he should consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.

27.Clawback. Notwithstanding any provision to the contrary, any

“clawback” or “recoupment” policy required under applicable law or provided for under Company policy, as amended from time to time, shall automatically apply to this Award.

28.Entire Agreement. This Agreement represents the entire understanding and

agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters.

10

29.Execution. By electronically or otherwise accepting this Agreement, the

Grantee acknowledges his or her understanding and acceptance of the terms and conditions of the Award. The Company has no obligation to issue the Grantee Shares under this Agreement if the Grantee does not accept the Award. Further, any acceptance of Shares issued pursuant to this Agreement shall constitute the Grantee’s acceptance of the Award and the Grantee’s agreement with all terms and conditions of the Award, as set forth in the Plan and this Agreement.

30.Insider Trading / Market Abuse Laws. The Grantee acknowledges that,

depending on the Grantee’s or the Grantee’s broker’s country of residence or where the Shares are listed, the Grantee may be subject to insider trading and/or market abuse laws, which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares (e.g., PSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such times as the Grantee is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Grantee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment or amendment of orders the Grantee placed before the Grantee possessed inside information. Furthermore, the Grantee could be prohibited from (i) disclosing the inside information to any third party (other than on a "need to know") and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. The Grantee should keep in mind third parties includes fellow employees. The requirements of these laws may or may not be consistent with the terms of any applicable Company’s insider trading policy. The Grantee acknowledges that it is his or her responsibility to be informed of and compliant with any such laws and such Company policies, and is hereby advised to speak to his or her personal legal advisor on this matter.

31.Waiver. The Grantee acknowledges that a waiver by the Company of a

breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of a prior or subsequent breach by the Grantee or any other Grantee.

11

NASDAQ, INC.

By: Bryan Smith

Title: EVP and Chief People Officer

12

Appendix A

Performance Goals for PSU Grant

2026-2028 Performance Period

This Appendix A to the Agreement sets forth the Performance Goals to be

achieved and, depending upon the extent (if any) to which the Performance Goals are achieved, the number of whole and/or partial Shares, if any, which the Grantee shall have the right to receive with respect to each PSU. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement and the Plan.

Certain Definitions

“Closing Price” means the 30-day calendar average closing price of a share of a

company’s stock ending on the last trading day of the Performance Period.

“Opening Price” means the 30-day calendar average closing price of a share of a

company’s stock ending on the trading day preceding the first day of the Performance Period.  The Opening Price shall be adjusted for stock splits and reverse stock splits that occur during the Performance Period.

“Payout Governor” means that regardless of percentile ranking for either

Performance Goal, if the Company’s TSR is negative, the Grantee shall be entitled to receive no more than 100% of the PSUs.

“Peer Group” means a peer group comprised of the S&P 500 financial companies

list based on the 4-digit GICS code of 4020, determined as of the start of the performance period.

“Price Cap” means that regardless of the actual stock price growth over the

Performance Period, the final stock price will be limited to 250% of the grant date price for purposes of calculating the final award of PSUs to the Grantee.

“S&P 500” means the companies constituting the Standard & Poor’s 500 Index as

of the beginning of the Performance Period. Any component company of the Standard & Poor’s 500 Index that is acquired, taken private, delisted, liquidated or no longer publicly traded due to filing for bankruptcy protection at any time during the Performance Period will be eliminated from the S&P 500 for the entire Performance Period. There will be no adjustments to the S&P 500 to account for any other changes to the Standard & Poor’s 500 Index during the Performance Period.

“TSR” means the total shareholder return during the Performance Period, which

will be calculated as the (i) Closing Price minus Opening Price plus cumulative dividends, divided by (ii) Opening Price. No adjustments to TSR shall be made for stock issuances or stock buybacks during the Performance Period. Each company’s TSR shall be calculated in the local currency to eliminate foreign exchange fluctuations.

13

Goal 1: TSR Performance Relative to the S&P 500

The Performance Goal for 50% of the PSUs shall be the Company’s three-year

TSR percentile rank versus the S&P 500.

For this portion of the award, each PSU shall, subject to the vesting provisions set

forth in the Agreement and the Payout Governor, entitle the Grantee to receive Shares based on the levels of achievement in the following table.

### Table 1: Levels of Achievement

| Percentile Rank of the Company’s Three-Year TSR Versus the S&P 500 | Resulting Shares Earned (% of Half of Target) |
| --- | --- |
| ≥85th Percentile | 200% |
| 67.5th Percentile | 150% |
| 50th Percentile | 100% |
| 25th Percentile | 50% |
| 15th Percentile | 30% |
| 0 Percentile | 0% |

For levels of achievement between points, the resulting Shares earned will be

calculated based on straight-line interpolation.

The resulting shares earned will be subject to the 250% Price Cap. If the Nasdaq

stock price grows greater than 250% over the Performance Period, the resulting number of shares will be fewer than 200% of target shares. For example: (formulaic resulting shares earned X 250% Price Cap) / (stock price at time of delivery of shares) = resulting actual shares earned.

Goal 2: TSR Performance Relative to a Peer Group

The Performance Goal for 50% of the PSUs shall be the Company’s three-year

TSR percentile rank versus the Peer Group. For this portion of the award, each PSU shall, subject to the vesting provisions set forth in the Agreement and the Payout Governor, entitle the Grantee to receive Shares based on the levels of achievement in the following table.

14

Table 2: Levels of Achievement

| Percentile Rank of the Company’s Three-Year TSR Versus the Peer Group | Resulting Shares Earned (% of Half of Target) |
| --- | --- |
| ≥85th Percentile | 200% |
| 67.5th Percentile | 150% |
| 50th Percentile | 100% |
| 25th Percentile | 50% |
| 15th Percentile | 30% |
| 0 Percentile | 0% |

For levels of achievement between points, the resulting Shares earned will be

calculated based on straight-line interpolation.

The resulting shares earned will be subject to the 250% Price Cap. If the Nasdaq

stock price grows greater than 250% over the Performance Period, the resulting number of shares will be fewer than 200% of target shares. For example: (formulaic resulting shares earned X 250% Price Cap) / (stock price at time of delivery of shares) = resulting actual shares earned.

Other Terms and Conditions

To the extent consistent with the Code and the Plan, the Committee reserves the

right to modify any calculation described in this Appendix A to adjust for unanticipated circumstances or situations, as it deems necessary. All actions taken by the Committee pursuant to this Appendix A shall be final, conclusive and binding upon the Grantee, and all other persons, to the maximum extent permitted by law.

---

## EX-10.4

SEC source: [ndaq6302026ex-104.htm](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-104.htm)

1

Exhibit 10.4

NASDAQ, INC.

PERFORMANCE SHARE UNIT AGREEMENT

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”)

between Nasdaq, Inc., a Delaware corporation (the “Company”), and

### [NAME]

(the “Grantee”) memorializes the grant by the Management Compensation Committee of the Board of Directors of the Company (the “Committee”) on April 1, 2026 (the “Grant Date”) of performance share units (the “PSUs”) to the Grantee on the terms and conditions set out below.

RECITALS:

The Company has adopted the Nasdaq, Inc. Equity Incentive Plan (as amended

and restated April 24, 2018) (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan. The Plan in relevant part provides for the issuance of stock-based awards that are subject to the attainment of performance goals as established by the Committee.

The Committee has determined that it is in the best interests of the Company and

its shareholders to grant the PSUs provided for herein to the Grantee pursuant to the Plan and under the terms set forth herein as an increased incentive for the Grantee to contribute to the Company’s future success and prosperity.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to

them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, the parties hereto agree as follows:

1.Grant of Performance-Based Award.

The Company hereby grants to the Grantee:

### [TOTAL_SHARES_GRANTED]

PSUs, which PSUs shall entitle the Grantee to receive up to 200% of target shares (or a lesser number of Shares, or no Shares whatsoever), subject to the terms and conditions set forth in this Agreement and the Plan. (A complete copy of the Plan, as in effect on the Grant Date, is available to the Grantee upon request.). Shares corresponding to the PSUs granted herein are in all events to be delivered to the Grantee only after the Grantee has become vested in the PSUs pursuant to Section 4, below.

2.Performance Period. For purposes of this Agreement, the term

“Performance Period” shall be the period commencing on January 1, 2026 and ending on

December 31, 2027.

2

3.Performance Goal.

(a)Subject to the following sentence, the Performance Goal is set out in

Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Notwithstanding the foregoing, the provisions of Section 13 or any other provision of this Agreement to the contrary, the Committee reserves the right to unilaterally change or otherwise modify the Performance Goal in any manner whatsoever (including substituting a new Performance Goal). If the Committee exercises such discretionary authority to any extent, the Committee shall provide the Grantee with a new Appendix A in substitution for the Appendix A attached hereto, and such new Appendix A and the Performance Goal set out therein (rather than the Appendix A attached hereto and the Performance Goal set out therein) shall in all events apply for all purposes of this Agreement.

(b)Depending upon the extent, if any, to which the Performance Goal has

been achieved, and subject to compliance with the requirements of Section 4, each PSU shall entitle the Grantee to receive, at such time as is determined in accordance with the provisions of Section 5, between 0 and 2.0 Shares for each PSU. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent, if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the vesting requirements of Section 4, the Grantee shall be entitled to receive with respect to each PSU (with such number of whole and/or partial Shares being hereafter referred to as the “Share Delivery Factor”).  Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

4.Vesting.

(a)The PSUs are subject to forfeiture to the Company until they become non-

forfeitable in accordance with this Section 4. Except as provided in the following sentence, the risk of forfeiture will lapse on the PSUs, and such PSUs shall thereupon become vested, only if the Grantee remains employed by the Company through and on January 3, 2029 (the “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to January 3, 2029, the risk of forfeiture shall lapse on all PSUs, and all unvested PSUs shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the PSUs are earned in accordance with Section 3(b) of this Agreement).

(b)Subject to any conflicting provisions in any employment agreement

between the Company and the Grantee, which shall control in the event of a conflict with this Agreement, in the event that (i) the Company or a subsidiary terminates the Grantee’s employment with the Company or a subsidiary for any reason prior to the Vest Date or (ii) the Grantee terminates employment with the Company or a subsidiary for any reason (other than death) prior to such date, all unvested PSUs shall be cancelled and forfeited, effective as of the Grantee’s separation from service.  Notwithstanding anything to the contrary in the Plan or this Agreement, 3

and for purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

5.Delivery of Shares. As soon as practicable following the Vest Date, and

compliance with all applicable tax withholding as described in Section 11 hereof, but in no event later than two and one-half months after the end of the calendar year in which the Vest Date occurs, the Company shall instruct the registrar for the Company to make an entry on its books and records evidencing that the Shares underlying such vested PSUs have been duly issued as of that date; provided, however, that the Grantee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as may be prescribed by the Company. The Company shall not be liable to the Grantee for damages relating to any delays in issuing the certificates. The underlying Shares may be registered in the name of the Grantee’s legal representative or estate in the event of the death of the Grantee. In the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible following such vesting date, but in no event later than two and one-half months after the end of the calendar year in which such vesting date occurs. Notwithstanding anything in the Agreement, the Company may make delivery of Shares in settlement of PSUs by either (A) delivering certificates representing such Shares to the Grantee, registered in the name of the Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the Grantee.

6.Electronic Delivery/Acceptance. The Company may, in its sole discretion,

decide to deliver any documents related to the PSUs or future Awards granted under the Plan by electronic means or request the Grantee’s consent to participate in the Plan by electronic means. By accepting this Award, the Grantee hereby consents and agrees to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

7.Transferability.

(a)Except as provided below, or except to the minimal extent required by

law, the PSUs are nontransferable and may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer, by will or the laws of descent and distribution (or upon such transfer required by law), the transferee shall hold such PSUs subject to all the terms and conditions that were applicable to the Grantee immediately prior to such transfer. Notwithstanding the foregoing, the Grantee may transfer any vested PSUs to members of his immediate family (defined as his spouse, children or grandchildren) or to one or more trusts for the exclusive benefit of such immediate family members or partnerships in which such immediate family members are the only partners if the transfer is approved by the Committee and the Grantee does not receive any consideration for the transfer. Any such transferred portion of the PSUs shall continue to be subject to the same terms and conditions that were applicable to such portion of the PSUs immediately prior to transfer (except that such transferred PSUs shall not be further transferable by the transferee). No transfer of a portion of the PSUs shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such evidence as the 4

Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee of the terms and conditions hereof.

(b)Upon any transfer by will or the laws of descent and distribution (or upon

any such transfer required by law), such transferee shall take the PSUs and the Shares delivered in connection therewith (the “Transferee Shares”) subject to all the terms and conditions that were (or would have been) applicable to the PSUs and the Transferee Shares immediately prior to such transfer.

(c)Following settlement and issuance of Shares, in the event the Company

permits Grantee to arrange for sale of Shares through a broker or another designated agent of the Company, Grantee acknowledges and agrees that the Company may block any such sale and/or cancel any order to sell placed by the Grantee, in each case if the Grantee is not then permitted under the Company’s insider trading policy to engage in transactions with respect to securities of the Company. If the Committee determines that the ability of the Grantee to sell or transfer shares of Common Stock is restricted, then the Company may notify the Grantee in accordance with Section 18 of this Agreement. The Grantee may only sell such Shares in compliance with such notification from the Company.

8.Rights of Grantee. Prior to the delivery, if any, of Shares to the Grantee

pursuant to the provisions of Section 5, the Grantee shall not have any rights of a shareholder of the Company, including, but not limited to, the right to receive dividend payments, on account of the PSUs.

9.Unfunded Nature of PSUs. The Company will not segregate any funds

representing the potential liability arising under this Agreement. The Grantee’s rights in respect of this Agreement are those of an unsecured general creditor of the Company. The liability for any payment under this Agreement will be a liability of the Company and not a liability of any of its officers, directors or Affiliates.

10.Securities Laws. The Company may condition delivery of Shares for any

vested PSUs upon the prior receipt from the Grantee of any undertakings which it may determine are required to assure that the Shares are being issued in compliance with federal and state securities laws.

11.Withholding. Regardless of any action the Company, any of its

Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or any of its affiliates. The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs, the issuance of Shares or cash upon settlement of the PSUs, the subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee 5

acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay

or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a)withholding from the Grantee’s wages or other cash compensation paid to

the Grantee by the Company and/or its Subsidiaries; or

(b)withholding from proceeds of the Shares acquired following settlement

either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or

(c)withholding in Shares to be delivered upon settlement.

To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares attributable to the awarded PSUs, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan.

The Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items that the Company and/or its Subsidiaries may be required to withhold or account for as a result of the Grantee’s participation in the Plan that are not satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

By accepting this grant of PSUs, the Grantee expressly consents to the methods of withholding Tax-Related Items by the Company and/or its subsidiaries as set forth hereunder, including the withholding of Shares and the withholding from the Grantee’s wages/salary or other amounts payable to the Grantee. All other Tax-Related Items related to the PSUs and any Shares delivered in satisfaction thereof are the Grantee’s sole responsibility.

12.Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Delaware, without giving effect to any principle of law that could result in the application of the law of any other jurisdiction.

13.Amendments. This Agreement may be amended or modified at any time

by an instrument in writing signed by the parties hereto, except as otherwise provided in Section 3(a) or Sections 15 or 16 of this Agreement regarding permitted unilateral action by the Committee or in Section 13(a) of the Plan related to amendments or alterations that do not adversely affect the rights of the Grantee in this Award.

14.Administration. This Agreement shall at all times be subject to the terms

and conditions of the Plan. The Committee shall have sole and complete discretion with respect

6

to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this Agreement shall be final and binding upon the Grantee and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of this Agreement shall control. The Committee has the authority and discretion to determine any questions which arise in connection with the award of the PSUs hereunder.

15.Compliance with Code Section 409A. It is the intention of the Company

and Grantee that this Agreement not result in an unfavorable tax consequences to Grantee under Code Section 409A. Accordingly, Grantee consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Grantee a copy of such amendment. Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Grantee. This paragraph does not create an obligation on the part of Company to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Code Section 409A.

16.Imposition of Other Requirements. The Company reserves the right to

impose other requirements on the Grantee’s participation in the Plan, on the PSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Grantee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Plan and this Agreement.

17.No Right to Continued Employment. Neither the plan nor this agreement

shall confer on the Grantee any right to be retained, in any position, as an employee, consultant or director of the Company, and nothing in this agreement or the Plan shall be construed to limit the discretion of the Company (or the subsidiary that employees the Grantee) to terminate the Grantee’s employment at any time, with or without cause.

18.Notices. Any notice, request, instruction or other document given under

this Agreement shall be in writing and may be delivered by such method as may be permitted by the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of the Company at the principal office of the Company and, in the case of the Grantee, to the Grantee’s address as shown in the records of the Company or to such other address as may be designated in writing (or by such other method approved by the Company) by either party.

19.Award Subject to Plan. This Award is subject to the Plan as approved by

the shareholders of the Company. In the event of conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.

20.Severability. The invalidity or unenforceability of any provision of this

Agreement shall not affect the validity or enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

21.Discretionary Nature of Plan; No Vested Rights. The Plan is discretionary

in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Award represented by this Agreement is exceptional, voluntary and occasional and does not create any contractual or other right to receive an award or benefit in lieu of an award in the future, even if awards have been 7

granted repeatedly in the past. Future Awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an Award, the number of Shares subject to the Award, and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment with the Company.

22.Termination Indemnities. The Grantee’s Award and the Shares subject to

the Award, and the income and value of the same, are extraordinary items of compensation outside the scope of the Grantee’s employment or services contract, if any. As such, the PSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, or retirement benefits or welfare benefits or similar payments.

23.English Language. The Grantee acknowledges and agrees that it is the

Grantee’s express intent that the Plan, this Agreement, any addendum and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. Unless specifically indicated, if the Grantee has received the Plan, this Agreement, any addendum or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

24.Nature of Grant. In accepting the Award, the Grantee acknowledges,

understands and agrees that:

(i) the Plan is established voluntarily by the Company, it is discretionary in

nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(ii)all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company;

(iii) the grant of the PSUs and the Grantee’s participation in the Plan shall not

create a right to employment or be interpreted as forming an employment or service contract with the Company, the Grantee's employer or any Subsidiary, and shall not interfere with the ability of the Company, the Grantee's employer or any Subsidiary, as applicable, to terminate the Grantee’s employment or service relationship (if any);

(iv) the Grantee is voluntarily participating in the Plan;

(v) the PSUs and any Shares issued under the Plan and the income and value

of the same are not intended to replace any pension rights or compensation;

(vi) the future value of the Shares underlying the PSUs is unknown,

indeterminable and cannot be predicted with certainty;

(vii)unless otherwise agreed with the Company, the Award and the Shares

subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service Grantee may provide as a director of a Subsidiary of the Company;

8

(viii)no claim or entitlement to compensation or damages shall arise from

forfeiture of the PSUs resulting from separation from service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and in consideration of the grant of the PSUs to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or the Grantee's employer, waives his ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and the Grantee's employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(ix)the Grantee acknowledges and agrees that neither the Company, the

Grantee's employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to the Grantee pursuant to the vesting and settlement of the PSU or the subsequent sale of any Shares issued upon settlement.

25.Data Protection. Except if the Grantee resides in the European Union, the

European Economic Area or other jurisdiction designated by the Company, in which case the Grantee is subject to the special terms and conditions set forth in the Addendum, the Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in the Agreement and any other PSU grant materials by and among, as applicable, the Grantee, the Company, the Grantee’s employer, and the Company’s Subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.

The Company and its Subsidiaries, including the Grantee’s employer

hold certain personal information about the Grantee, including, but not limited to, his or her name, home address, email address and telephone number, date of birth, social security number, passport number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in

Grantee’s favor (“Data”), for the exclusive purpose of managing and administering the Plan.

The Company and its Subsidiaries, including the Grantee’s employer,

will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Grantee’s participation in the Plan, and the Company and its Subsidiaries, including the Grantee’s employer, may each further transfer Data to a designated Plan broker, administrative agent or such other stock plan service provider as may be selected by the Company presently or in the future (a “Plan Service Provider”), which may be assisting the Company in the implementation, administration and management of the Plan.  These recipients may be located in the Grantee’s country or elsewhere throughout the world, such as the United States and any recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that if he or she resides outside the United States, the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the 9

Grantee’s local human resources representative. The Grantee hereby authorizes (where required under applicable law) the Company, any Plan Service Provider and any other possible recipients which may assist the Company (presently or in the future) to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan. Furthermore, the Grantee acknowledges and understands that the transfer of the Data to the Company or its Subsidiaries, including the Grantee’s employer, to any Plan Service Provider, or to any third parties is necessary for the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that if he or she resides outside the United States, the Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting the Grantee’s local human resources representative in writing. The Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment status or service and career with the Company and its Subsidiaries will not be affected. The only consequence of refusing or withdrawing the Grantee’s consent is that the Company may not be able to grant the Grantee PSUs or other awards or administer or maintain such awards.  Therefore, the Grantee acknowledges that withdrawal of consent may affect the Grantee’s ability to vest in or realize benefits from the PSUs, and the Grantee’s ability to participate in the Plan, in which case neither the Company nor any of its Subsidiaries, including the Grantee’s employer, will have any liability or obligation to the Grantee related to this Award.  For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

Finally, upon request of the Company or the Grantee’s employer, the Grantee

agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Grantee’s employer) that the Company and/ or the Grantee’s employer may deem necessary to obtain from the Grantee for the purpose of administering the Grantee’s participation in the Plan in compliance with the data privacy laws in the Grantee’s country, either now or in the future. The Grantee understands and agrees that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any such consent or agreement requested by the Company and/or the Grantee’s employer.

26.Private Placement. The grant of the PSUs is not intended to be a public

offering of securities in the Grantee’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the PSUs is not subject to the supervision of the local securities authorities.

27.Addendum to Agreement. Notwithstanding any provisions of this

Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Grantee’s country of residence (and country of employment, if different), as are set forth in the applicable addendum (the “Addendum”) as attached to the Agreement. Further, if the Grantee transfers residence and/or employment to another country reflected in an Addendum to the Agreement, the special terms and conditions for such country will apply to the Grantee to the 10

extent the Company determines, in its sole discretion, that the application of such terms is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate operation and administration of the Plan. Any applicable Addendum shall constitute part of this Agreement.

28.No Advice Regarding Grant. The Company is not providing any tax, legal

or financial advice, nor is the Company making any recommendations regarding the Grantee's participation in the Plan, or his acquisition or sale of the underlying Shares. The Grantee acknowledges that he should consult with his own personal tax, legal and financial advisors regarding his participation in the Plan before taking any action related to the Plan.

29.Clawback. Notwithstanding any provision to the contrary, any

“clawback” or “recoupment” policy required under applicable law or provided for under Company policy, as amended from time to time, shall automatically apply to this Award.

30.Entire Agreement. This Agreement represents the entire understanding and

agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces all previous agreements, arrangements, understandings, rights, obligations and liabilities between the parties in respect of such matters.

31.Execution. By electronically or otherwise accepting this Agreement, the

Grantee acknowledges his or her understanding and acceptance of the terms and conditions of the Award. The Company has no obligation to issue the Grantee Shares under this Agreement if the Grantee does not accept the Award. Further, any acceptance of Shares issued pursuant to this Agreement shall constitute the Grantee’s acceptance of the Award and the Grantee’s agreement with all terms and conditions of the Award, as set forth in the Plan and this Agreement.

32.Insider Trading / Market Abuse Laws. The Grantee acknowledges that,

depending on the Grantee’s or the Grantee’s broker’s country of residence or where the Shares are listed, the Grantee may be subject to insider trading and/or market abuse laws, which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares (e.g., PSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such times as the Grantee is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Grantee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment or amendment of orders the Grantee placed before the Grantee possessed inside information. Furthermore, the Grantee could be prohibited from (i) disclosing the inside information to any third party (other than on a "need to know") and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. The Grantee should keep in mind third parties includes fellow employees. The requirements of these laws may or may not be consistent with the terms of any applicable Company’s insider trading policy. The Grantee acknowledges that it is his or her responsibility to be informed of and compliant with any such laws and such Company policies, and is hereby advised to speak to his or her personal legal advisor on this matter.

33.Waiver. The Grantee acknowledges that a waiver by the Company of a

breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of a prior or subsequent breach by the Grantee or any other Grantee.

11

NASDAQ, INC.

By: Bryan Smith

Title: EVP and Chief People Officer

---

## EX-31.1

SEC source: [ndaq6302026ex-311.htm](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-311.htm)

### Exhibit 31.1

### CERTIFICATION

I, Adena T. Friedman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nasdaq, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present

in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting

to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report

our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control

over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in

the registrant’s internal control over financial reporting.

/s/ Adena T. Friedman

Name: Adena T. Friedman

Title: Chief Executive Officer

Date: July 23, 2026

---

## EX-31.2

SEC source: [ndaq6302026ex-312.htm](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-312.htm)

Exhibit 31.2

CERTIFICATION

I, Sarah Youngwood, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nasdaq, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present

in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting

to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report

our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control

over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role

in the registrant’s internal control over financial reporting.

/s/ Sarah Youngwood

Name: Sarah Youngwood

Title: Executive Vice President and Chief Financial Officer

Date: July 23, 2026

---

## EX-32.1

SEC source: [ndaq6302026ex-321.htm](https://www.sec.gov/Archives/edgar/data/1120193/000112019326000013/ndaq6302026ex-321.htm)

Exhibit 32.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Nasdaq, Inc. (the “Company”) for the period ended June 30,

2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Adena T. Friedman, as Chief

Executive Officer of the Company, and Sarah Youngwood, as Executive Vice President and Chief Financial Officer of the

Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,

that, to the best of her knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of

1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and

results of the operations of the Company.

/s/ Adena T. Friedman

Name: Adena T. Friedman

Title: Chief Executive Officer

Date: July 23, 2026

/s/ Sarah Youngwood

Name: Sarah Youngwood

Title: Executive Vice President and Chief Financial Officer

Date: July 23, 2026