# Nasdaq, Inc. (NDAQ) 10-Q SEC filing - Q1 FY2026

- Filed: Apr 24, 2026, 1:03 PM EDT
- Fiscal quarter: Q1 FY2026
- Calendar quarter: Q1 2026
- Accession: 0001628280-26-027105
- OpenCapital page: https://www.opencapital.sh/filings/0001628280-26-027105
- Markdown URL: https://www.opencapital.sh/filings/0001628280-26-027105.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1120193/000162828026027105/0001628280-26-027105-index.htm

## Filing documents

- [10-Q (ndaq-20260331.htm)](https://www.sec.gov/Archives/edgar/data/1120193/000162828026027105/ndaq-20260331.htm)

---

## 10-Q

SEC source: [ndaq-20260331.htm](https://www.sec.gov/Archives/edgar/data/1120193/000162828026027105/ndaq-20260331.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 March 31, 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 April 16, 2026

Common Stock, $0.01 par value per share 565,540,798 shares

i

Nasdaq, Inc.

TABLE OF CONTENTS

PART I [Financial Information](#i73a58f9b25334eb08b5d7d01bb383c28_319)

Item 1. [Financial Statements](#i73a58f9b25334eb08b5d7d01bb383c28_322) [1](#i73a58f9b25334eb08b5d7d01bb383c28_322)

[Condensed Consolidated Balance Sheets](#i73a58f9b25334eb08b5d7d01bb383c28_325) [1](#i73a58f9b25334eb08b5d7d01bb383c28_325)

[Condensed Consolidated Statements of Income](#i73a58f9b25334eb08b5d7d01bb383c28_328) [2](#i73a58f9b25334eb08b5d7d01bb383c28_328)

[Condensed Consolidated Statements of Comprehensive Income](#i73a58f9b25334eb08b5d7d01bb383c28_331) [3](#i73a58f9b25334eb08b5d7d01bb383c28_331)

[Condensed Consolidated Statements of Changes in Stockholders' Equity](#i73a58f9b25334eb08b5d7d01bb383c28_334) [4](#i73a58f9b25334eb08b5d7d01bb383c28_334)

[Condensed Consolidated Statements of Cash Flows](#i73a58f9b25334eb08b5d7d01bb383c28_337) [5](#i73a58f9b25334eb08b5d7d01bb383c28_337)

[Notes to Condensed Consolidated Financial Statements](#i73a58f9b25334eb08b5d7d01bb383c28_340) [6](#i73a58f9b25334eb08b5d7d01bb383c28_340)

Item 2. [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i73a58f9b25334eb08b5d7d01bb383c28_169) [26](#i73a58f9b25334eb08b5d7d01bb383c28_169)

Item 3. [Quantitative and Qualitative Disclosures About Market Risk](#i73a58f9b25334eb08b5d7d01bb383c28_244) [38](#i73a58f9b25334eb08b5d7d01bb383c28_244)

Item 4. [Controls and Procedures](#i73a58f9b25334eb08b5d7d01bb383c28_259) [41](#i73a58f9b25334eb08b5d7d01bb383c28_259)

PART II [Other Information](#i73a58f9b25334eb08b5d7d01bb383c28_412)

Item 1. [Legal Proceedings](#i73a58f9b25334eb08b5d7d01bb383c28_154) [41](#i73a58f9b25334eb08b5d7d01bb383c28_154)

Item 1A. [Risk Factors](#i73a58f9b25334eb08b5d7d01bb383c28_415) [41](#i73a58f9b25334eb08b5d7d01bb383c28_415)

Item 2. [Unregistered Sales of Equity Securities and Use of Proceeds](#i73a58f9b25334eb08b5d7d01bb383c28_160) [41](#i73a58f9b25334eb08b5d7d01bb383c28_160)

Item 5. [Other Information](#i73a58f9b25334eb08b5d7d01bb383c28_268) [42](#i73a58f9b25334eb08b5d7d01bb383c28_268)

## Item 1. Financial Statements

**Nasdaq, Inc.**

### Condensed Consolidated Balance Sheets

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

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
|  | (unaudited) |  |
| Assets |  |  |
| Current assets: |  |  |
| Cash and cash equivalents | $515 | $604 |
| Restricted cash and cash equivalents | 49 | 210 |
| Default funds and margin deposits (including restricted cash and cash equivalents of $572 and $3,120, respectively) | 2,253 | 5,842 |
| Financial investments | 184 | 28 |
| Receivables, net | 985 | 943 |
| Other current assets | 388 | 376 |
| Total current assets | 4,374 | 8,003 |
| Property and equipment, net | 739 | 728 |
| Goodwill | 14,307 | 14,371 |
| Intangible assets, net | 6,376 | 6,511 |
| Operating lease assets | 485 | 447 |
| Other non-current assets | 1,020 | 993 |
| Total assets | $27,301 | $31,053 |
| Liabilities |  |  |
| Current liabilities: |  |  |
| Accounts payable and accrued expenses | $245 | $280 |
| Accrued personnel costs | 209 | 364 |
| Deferred revenue | 1,093 | 785 |
| Other current liabilities | 160 | 259 |
| Default funds and margin deposits | 2,253 | 5,842 |
| Short-term debt | 431 | 431 |
| Total current liabilities | 4,391 | 7,961 |
| Long-term debt | 8,526 | 8,573 |
| Deferred tax liabilities, net | 1,611 | 1,584 |
| Operating lease liabilities | 488 | 462 |
| Other non-current liabilities | 247 | 241 |
| Total liabilities | 15,263 | 18,821 |
| Commitments and contingencies |  |  |
| Equity |  |  |
| Nasdaq stockholders’ equity: |  |  |
| Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 589,846,052 at March 31, 2026 and 594,620,320 at December 31, 2025; shares outstanding: 564,750,026 at March 31, 2026 and 569,894,024 at December 31, 2025 | 6 | 6 |
| Additional paid-in capital | 4,627 | 5,122 |
| Common stock in treasury, at cost: 25,096,026 shares at March 31, 2026 and 24,726,296 shares at December 31, 2025 | (747) | (716) |
| Accumulated other comprehensive loss | (1,807) | (1,773) |
| Retained earnings | 9,954 | 9,588 |
| Total Nasdaq stockholders’ equity | 12,033 | 12,227 |
| Noncontrolling interests | 5 | 5 |
| Total equity | 12,038 | 12,232 |
| Total liabilities and equity | $27,301 | $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 March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Revenues: |  |  |
| Capital Access Platforms | $565 | $508 |
| Financial Technology | 517 | 432 |
| Market Services | 1,047 | 1,140 |
| Other revenues | 8 | 16 |
| Total revenues | 2,137 | 2,096 |
| Transaction-based expenses: |  |  |
| Transaction rebates | (724) | (585) |
| Brokerage, clearance and exchange fees | (6) | (274) |
| Revenues less transaction-based expenses | 1,407 | 1,237 |
| Operating expenses: |  |  |
| Compensation and benefits | 356 | 329 |
| Professional and contract services | 39 | 36 |
| Technology and communication infrastructure | 84 | 77 |
| Occupancy | 33 | 28 |
| General, administrative and other | 29 | 6 |
| Marketing and advertising | 20 | 14 |
| Depreciation and amortization | 165 | 156 |
| Regulatory | 9 | 15 |
| Merger and strategic initiatives | 4 | 24 |
| Restructuring charges | 11 | 5 |
| Total operating expenses | 750 | 690 |
| Operating income | 657 | 547 |
| Interest income | 6 | 11 |
| Interest expense | (87) | (96) |
| Net gain on divestitures | 89 | — |
| Other losses | (14) | (1) |
| Net income from unconsolidated investees | 26 | 27 |
| Income before income taxes | 677 | 488 |
| Income tax provision | 158 | 93 |
| Net income | $519 | $395 |
| Per share information: |  |  |
| Basic earnings per share | $0.92 | $0.69 |
| Diluted earnings per share | $0.91 | $0.68 |
| Cash dividends declared per common share | $0.27 | $0.24 |

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 March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Net income | $519 | $395 |
| Other comprehensive income (loss): |  |  |
| Foreign currency translation gains (losses) | (20) | 175 |
| Income tax benefit (expense)(1) | (17) | 30 |
| Foreign currency translation, net | (37) | 205 |
| Unrealized gain (loss) on derivatives instruments, net | 3 | (2) |
| Total other comprehensive income (loss), net of tax | (34) | 203 |
| Comprehensive income | $485 | $598 |

(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 March 31, 2026 / Shares | Three Months Ended March 31, 2026 / $ | Three Months Ended March 31, 2025 / Shares | Three Months Ended March 31, 2025 / $ |
| --- | --- | --- | --- | --- |
| Common stock | 570 | 6 | 575 | 6 |
| Additional paid-in capital |  |  |  |  |
| Beginning balance |  | 5,122 |  | 5,530 |
| Share repurchase program | (6) | (548) | (2) | (115) |
| Share-based compensation | 1 | 38 | 2 | 35 |
| Issuance of stock under employee stock plans | 1 | 15 | — | — |
| Ending balance |  | 4,627 |  | 5,450 |
| Common stock in treasury, at cost |  |  |  |  |
| Beginning balance |  | (716) |  | (647) |
| Employee shares withheld | (1) | (31) | (1) | (25) |
| Ending balance |  | (747) |  | (672) |
| Accumulated other comprehensive loss |  |  |  |  |
| Beginning balance |  | (1,773) |  | (2,099) |
| Other comprehensive income (loss) |  | (34) |  | 203 |
| Ending balance |  | (1,807) |  | (1,896) |
| Retained earnings |  |  |  |  |
| Beginning balance |  | 9,588 |  | 8,401 |
| Net income |  | 519 |  | 395 |
| Cash dividends declared and paid |  | (153) |  | (138) |
| Ending balance |  | 9,954 |  | 8,658 |
| Total Nasdaq stockholders’ equity |  | 12,033 |  | 11,546 |
| Noncontrolling interests |  |  |  |  |
| Beginning balance |  | 5 |  | 9 |
| Net activity related to noncontrolling interests |  | — |  | — |
| Ending balance |  | 5 |  | 9 |
| Total Equity | 565 | $12,038 | 574 | $11,555 |

See accompanying notes to condensed consolidated financial statements.

5

**Nasdaq, Inc.**

### Condensed Consolidated Statements of Cash Flows

_(unaudited) · (in millions)_

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net income | $519 | $395 |
| Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
| Depreciation and amortization | 165 | 156 |
| Share-based compensation | 38 | 35 |
| Deferred income tax expense | 12 | 6 |
| Net gain on divestitures | (89) | — |
| Net income from unconsolidated investees | (26) | (27) |
| Other reconciling items included in net income | 21 | (11) |
| Net change in operating assets and liabilities, excluding the effects of divestitures: |  |  |
| Receivables, net | (49) | 48 |
| Other assets | 94 | 66 |
| Accounts payable and accrued expenses | (33) | (17) |
| Section 31 fees payable to SEC | — | (55) |
| Accrued personnel costs | (153) | (134) |
| Deferred revenue | 311 | 257 |
| Other liabilities | (121) | (56) |
| Net cash provided by operating activities | 689 | 663 |
| Cash flows from investing activities: |  |  |
| Purchases of securities | (166) | (105) |
| Proceeds from sales and redemptions of securities | 8 | 105 |
| Purchases of property and equipment | (60) | (49) |
| Investments related to default funds and margin deposits, net(1) | 976 | (204) |
| Other investing activities | (11) | (5) |
| Net cash provided by (used in) investing activities | 747 | (258) |
| Cash flows from financing activities: |  |  |
| Repayments of debt and credit commitment | — | (257) |
| Repurchases of common stock | (548) | (115) |
| Dividends paid | (153) | (138) |
| Proceeds from issuance of stock under employee stock plans | 15 | — |
| Payments related to employee shares withheld for taxes | (31) | (25) |
| Default funds and margin deposits | (3,467) | (549) |
| Other financing activities | — | 1 |
| Net cash used in financing activities | (4,184) | (1,083) |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | (50) | 403 |
| Net decrease in cash and cash equivalents and restricted cash and cash equivalents | (2,798) | (275) |
| 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 | $1,136 | $4,731 |
| Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents |  |  |
| Cash and cash equivalents | $515 | $690 |
| Restricted cash and cash equivalents | 49 | 18 |
| Restricted cash and cash equivalents (default funds and margin deposits) | 572 | 4,023 |
| Total | $1,136 | $4,731 |
| Supplemental Disclosure - Cash Flow Information |  |  |
| Cash paid for: |  |  |
| Interest paid | $126 | $125 |
| Income taxes paid, net of refunds | $167 | $45 |

(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

Our Capital Access Platforms segment comprises Data &

Listing Services, Index and Workflow & Insights.

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 March 31, 2026, a total of 5,677 companies listed

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

Nasdaq First North exchanges. As of March 31, 2026, there

were 4,570 total listings on The Nasdaq Stock Market,

including 1,180 ETPs. The Nasdaq combined market

capitalization in the U.S. was approximately $36.4 trillion. In

Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,

together with Nasdaq First North, were home to 1,107 listed

companies with a combined market capitalization of

approximately $2.2 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

March 31, 2026, 470 ETPs listed on 27 exchanges in over 20

countries tracked a Nasdaq index and accounted for $836

billion 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 all

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.

Financial Technology

Our Financial Technology segment comprises 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

7

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, Nordic commodities and U.S. Tape plans

data. We operate 19 exchanges across several asset classes,

including derivatives, commodities, 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 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 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.

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

8

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 table summarizes the disaggregation of

revenue by major product and service and by segment for the

three months ended March 31, 2026 and 2025:

_(in millions)_

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Capital Access Platforms |  |  |
| Data & Listing Services | $214 | $192 |
| Index | 220 | 193 |
| Workflow & Insights | 131 | 123 |
| Financial Technology |  |  |
| Financial Crime Management Technology | 93 | 77 |
| Regulatory Technology | 118 | 101 |
| Capital Markets Technology | 306 | 254 |
| Market Services, net | 317 | 281 |
| Other revenues | 8 | 16 |
| Revenues less transaction-based expenses | $1,407 | $1,237 |

Substantially all revenues from the Capital Access Platforms

and Financial Technology segments were recognized over

time for the three months ended March 31, 2026 and 2025.

Substantially all revenues from our Market Services segment

were recognized at a point in time for the same periods.

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 $14 million as of March

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

to the allowance for doubtful accounts during the three

months ended March 31, 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 March 31, 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

March 31, 2026:

_(in millions)_

| Line item | Financial Crime Management Technology | Regulatory Technology | Capital Markets Technology | Workflow & Insights | Total |
| --- | --- | --- | --- | --- | --- |
| Remainder of 2026 | $267 | $264 | $292 | $135 | $958 |
| 2027 | 300 | 293 | 334 | 118 | 1,045 |
| 2028 | 188 | 223 | 269 | 54 | 734 |
| 2029 | 79 | 123 | 164 | 30 | 396 |
| 2030 | 20 | 81 | 104 | 23 | 228 |
| 2031+ | 4 | 39 | 236 | 5 | 284 |
| Total | $858 | $1,023 | $1,399 | $365 | $3,645 |

9

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 expect to wind down the commodities

clearing and trading services by the end of the second quarter

of 2026, and the business to be wound down in the months

following. 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 three months ended March 31,

2026:

_(in millions)_

| Capital Access Platforms |  |
| --- | --- |
| Balance at December 31, 2025 | $4,285 |
| Foreign currency translation adjustments | (30) |
| Balance at March 31, 2026 | $4,255 |
| Financial Technology |  |
| Balance at December 31, 2025 | $7,952 |
| Foreign currency translation adjustments | (3) |
| Balance at March 31, 2026 | $7,949 |
| Market Services |  |
| Balance at December 31, 2025 | $2,134 |
| Foreign currency translation adjustments | (31) |
| Balance at March 31, 2026 | $2,103 |
| Total |  |
| Balance at December 31, 2025 | $14,371 |
| Foreign currency translation adjustments | (64) |
| Balance at March 31, 2026 | $14,307 |

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 months ended March 31, 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 | March 31, 2026 / (in millions) | December 31, 2025 / (in millions) |
| --- | --- | --- |
| Gross Amount: |  |  |
| Technology | $1,222 | $1,222 |
| Customer relationships | 5,711 | 5,711 |
| Trade names and other | 405 | 405 |
| Foreign currency translation adjustment | (172) | (163) |
| Total gross amount | $7,166 | $7,175 |
| Accumulated Amortization: |  |  |
| Technology | $(580) | $(531) |
| Customer relationships | (1,500) | (1,432) |
| Trade names and other | (58) | (53) |
| Foreign currency translation adjustment | 120 | 113 |
| Total accumulated amortization | $(2,018) | $(1,903) |
| Net Amount: |  |  |
| Technology | $642 | $691 |
| Customer relationships | 4,211 | 4,279 |
| Trade names and other | 347 | 352 |
| Foreign currency translation adjustment | (52) | (50) |
| Total finite-lived intangible assets | $5,148 | $5,272 |
| Indefinite-Lived Intangible Assets |  |  |
| Exchange and clearing registrations | $1,257 | $1,257 |
| Trade names | 121 | 121 |
| Licenses | 52 | 52 |
| Foreign currency translation adjustment | (202) | (191) |
| Total indefinite-lived intangible assets | $1,228 | $1,239 |
| Total intangible assets, net | $6,376 | $6,511 |

There was no impairment of intangible assets for the three

months ended March 31, 2026 and 2025.

10

The following table presents our amortization expense for

acquired finite-lived intangible assets:

_(in millions)_

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Amortization expense | $121 | $122 |

The table below presents the estimated future amortization

expense (excluding the impact of foreign currency translation

adjustments of $52 million as of March 31, 2026) of acquired

finite-lived intangible assets as of March 31, 2026:

_(in millions)_

|  |  |
| --- | --- |
| Remainder of 2026 | $368 |
| 2027 | 507 |
| 2028 | 460 |
| 2029 | 433 |
| 2030 | 270 |
| 2031+ | 3,162 |
| Total | $5,200 |

6. INVESTMENTS

The following table presents the details of our investments:

_(in millions)_

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Financial investments | $184 | $28 |
| Equity method investments | 538 | 512 |
| Equity securities | 160 | 175 |

Financial Investments

Financial investments are comprised of trading securities,

primarily highly rated European government debt securities,

of which $168 million as of March 31, 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.

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 March 31, 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 months ended March 31, 2026 and 2025.

Net income recognized from our equity interest in the

earnings and losses of these equity method investments was

$26 million and $27 million for the three months ended

March 31, 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. The majority of our equity securities as of

March 31, 2026 do not have a readily determinable fair value

and therefore we have elected the measurement alternative.

No material adjustments were made to the carrying value of

these equity securities for the three months ended March 31,

2026 and 2025. We mark-to-market equity securities, which

have a readily determinable fair value, with gains and losses

recognized in other losses in the Condensed Consolidated

Statements of Income. Net loss from the change in fair value

of these equity securities was $15 million for the three

months ended March 31, 2026, and immaterial for the three

months ended March 31, 2025. As of March 31, 2026 and

December 31, 2025, our equity securities primarily represent

various strategic minority investments made through our

corporate venture program. Our investment in equity

securities is 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 three months ended March 31, 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 March 31, 2026 |
| --- | --- | --- | --- | --- | --- |
| Initial Listings | $96 | $14 | $(11) | $— | $99 |
| Annual Listings | 3 | 293 | (1) | (1) | 294 |
| Workflow & Insights | 199 | 101 | (80) | (1) | 219 |
| Other | 24 | 8 | (4) | — | 28 |
| Financial Technology: |  |  |  |  |  |
| Financial Crime Management Technology | 189 | 88 | (76) | — | 201 |
| Regulatory Technology | 166 | 56 | (62) | — | 160 |
| Capital Markets Technology | 196 | 53 | (69) | (1) | 179 |
| Total | $873 | $613 | $(303) | $(3) | $1,180 |

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.

11

- 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 March 31, 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 | $31 | $29 | $17 | $11 | $8 | $3 | $99 |
| Annual Listings | 294 | — | — | — | — | — | 294 |
| Workflow & Insights | 202 | 17 | — | — | — | — | 219 |
| Other | 15 | 7 | 4 | 2 | — | — | 28 |
| Financial Technology: |  |  |  |  |  |  |  |
| Financial Crime Management Technology | 181 | 18 | 2 | — | — | — | 201 |
| Regulatory Technology | 149 | 11 | — | — | — | — | 160 |
| Capital Markets Technology | 158 | 15 | 3 | 3 | — | — | 179 |
| Total | $1,030 | $97 | $26 | $16 | $8 | $3 | $1,180 |

In the above table, 2026 represents the remaining nine

months of 2026.

Deferred revenue that will be recognized beyond March 31,

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 three months

ended March 31, 2026:

| Short-term debt: | December 31, 2025 / (in millions) | Payments, Foreign Currency Translationand Accretion / (in millions) | March 31, 2026 / (in millions) |
| --- | --- | --- | --- |
| 2026 Notes | $431 | $— | $431 |
| Total short-term debt | $431 | $— | $431 |
| Long-term debt - senior unsecured notes: |  |  |  |
| 2028 Notes | 793 | 1 | 794 |
| 2029 Notes | 702 | (11) | 691 |
| 2030 Notes | 702 | (12) | 690 |
| 2031 Notes | 646 | — | 646 |
| 2032 Notes | 874 | (14) | 860 |
| 2033 Notes | 719 | (12) | 707 |
| 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 |
| 2022 Revolving Credit Facility | (2) | — | (2) |
| Total long-term debt | $8,573 | $(47) | $8,526 |
| Total debt obligations | $9,004 | $(47) | $8,957 |

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

March 31, 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 $2 million for the three months ended

March 31, 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.

12

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 three

months ended March 31, 2026, the impact of translation

decreased the U.S. dollar value of our Euro Notes by $49

million.

Credit Facilities

2022 Revolving Credit Facility

In December 2022, Nasdaq amended and restated its

previously issued $1.25 billion five-year revolving credit

facility, with a new maturity date of December 16, 2027.

Nasdaq intends to use funds available under the 2022

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

2022 Revolving Credit Facility at any time in whole or in

part, without penalty.

As of March 31, 2026, no amounts were outstanding on the

2022 Revolving Credit Facility. The $(2) million balance

represents unamortized debt issuance costs which are being

amortized through interest expense over the life of the credit

facility.

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 2022

Revolving Credit Facility agreement), or other applicable rate

with respect to non-dollar borrowings, plus an applicable

margin that varies with Nasdaq’s debt rating. We are charged

commitment fees of 0.100% to 0.250%, depending on our

credit rating, whether or not amounts have been borrowed.

These commitment fees are included in interest expense and

were not material for the three months ended March 31, 2026

and 2025.

The 2022 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 2022 Revolving Credit Facility includes an option for

Nasdaq to increase the available aggregate amount by up to

$750 million, 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 2022 Revolving Credit

Facility. As of March 31, 2026 and December 31, 2025 we

had no outstanding commercial paper.

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 $202 million as of

March 31, 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 months ended March 31, 2026 and 2025.

These facilities include customary affirmative and negative

operating covenants and events of default.

Debt Covenants

As of March 31, 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 months ended March 31,

2026 and 2025, which is included in compensation and

benefits expense in the Condensed Consolidated Statements

of Income:

13

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| (in millions) |  |  |
| Savings Plan expense | $5 | $5 |

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:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| (in millions) |  |  |
| Retirement Plans expense | $10 | $7 |

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 months ended March 31, 2026 and

2025.

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. Generally, annual employee awards are

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 months ended

March 31, 2026 and 2025, which is primarily included in

compensation and benefits expense in the Condensed

### Consolidated Statements of Income:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| (in millions) |  |  |
| Share-based compensation expense before income taxes | $38 | $35 |

Common Shares Available Under Our Equity Plan

As of March 31, 2026, we had approximately 21.7 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 three months ended March 31, 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 | 13,567 | 94.95 |
| Vested | (72,990) | 58.11 |
| Forfeited | (40,849) | 64.76 |
| Unvested at March 31, 2026 | 3,820,192 | $64.28 |

As of March 31, 2026, $121 million of total unrecognized

compensation cost related to restricted stock is expected to be

recognized over a weighted-average period of 2.1 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. For awards granted prior to 2024,

our first peer group consisted of exchange companies, and

was replaced by the S&P 500 GICS 4020 Index to align more

closely with Nasdaq’s business and competitors for all future

14

grants. 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 units above the

original target amount were granted in the first quarter of

2026 and were fully vested upon issuance.

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 received. 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 table summarizes our PSU activity for the

three months ended March 31, 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 | 214,366 | 55.64 |
| Vested | (778,716) | 52.72 |
| Forfeited | (3,116) | 88.92 |
| Unvested at March 31, 2026 | 1,810,664 | $82.34 |

As of March 31, 2026, the total unrecognized compensation

cost related to the outstanding PSU awards is $68 million and

is expected to be recognized over a weighted-average period

of 1.2 years.

Stock Options

There were no stock option awards granted for the three

months ended March 31, 2026. We received net cash

proceeds of $15 million from the exercise of 692,840 stock

options for the three months ended March 31, 2026.

There were no stock option awards granted and no stock

options exercised for the three months ended March 31,

2025.

A summary of our outstanding and exercisable stock options

at March 31, 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 | (692,840) | 22.23 |  |  |
| Outstanding at March 31, 2026 | 727,483 | $60.42 | 5.0 | $18 |
| Exercisable at March 31, 2026 | 113,611 | $22.23 | 0.8 | $7 |

As of March 31, 2026, the aggregate pre-tax intrinsic value

represents the difference between our closing stock price on

March 31, 2026 of $84.89 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 March 31,

2026, 0.1 million outstanding stock options were exercisable

and the exercise price was $22.23, and as of March 31, 2025,

0.8 million outstanding stock options were exercisable and

the exercise price was $22.23.

ESPP

We have an ESPP under which approximately 10.1 million

shares of our common stock were available for future

issuance as of March 31, 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 March 31, 2026, 900,000,000 shares of our common

stock were authorized, 589,846,052 shares were issued and

564,750,026 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.

15

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 25,096,026 shares of common stock in treasury as of

March 31, 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 March 31,

2026, the remaining aggregate authorized amount under the

existing share repurchase program was $2.9 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 three months ended

March 31, 2026:

_Three Months Ended March 31, 2026_

|  |  |
| --- | --- |
| Number of shares of common stock repurchased | 6,318,814 |
| Average price paid per share | $86.67 |
| Total purchase price (in millions) | $548 |

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

notional ASR agreement, initially receiving 2,094,972 shares

of our common stock. Upon final settlement in February

2026, we received an additional 1,047,758 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.

The table above excludes an aggregate of 369,730 shares

withheld to satisfy tax obligations of the grantee upon the

vesting of restricted stock and PSUs.

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

March 31, 2026 and December 31, 2025, no shares of

preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the first quarter of 2026, our board of directors

declared and paid the following cash dividends:

| Declaration Date | Dividend Per Common Share |  | Total Amount Paid | Payment Date |
| --- | --- | --- | --- | --- |
|  |  | (in millions) |  |  |
| January 28, 2026 | $0.27 |  | $153 | March 30, 2026 |

The total amount paid of $153 million was recorded in

retained earnings in the Condensed Consolidated Balance

Sheets at March 31, 2026.

In April 2026, the board of directors approved a regular

quarterly cash dividend of $0.31 per share on our outstanding

common stock, which reflects an increase of 15% from our

most recent quarterly cash dividend of $0.27 per share. The

dividend is payable on June 26, 2026 to shareholders of

record at the close of business on June 12, 2026. The

estimated aggregate payment of this dividend is $175 million.

Future declarations of quarterly dividends and the

establishment of future record and payment dates are subject

to approval by the board of directors.

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.

16

12. EARNINGS PER SHARE

The following table sets forth the computation of basic and

diluted earnings per share:

| Numerator: | Three Months Ended March 31, 2026 / (in millions, except share and per share amounts) | Three Months Ended March 31, 2025 / (in millions, except share and per share amounts) |
| --- | --- | --- |
| Net income | $519 | $395 |
| Denominator: |  |  |
| Weighted-average common shares outstanding for basic earnings per share | 566,824,539 | 575,045,177 |
| Weighted-average effect of dilutive securities - Employee equity awards | 4,921,948 | 4,937,681 |
| Weighted-average common shares outstanding for diluted earnings per share | 571,746,487 | 579,982,858 |
| Basic and diluted earnings per share: |  |  |
| Basic earnings per share | $0.92 | $0.69 |
| Diluted earnings per share | $0.91 | $0.68 |

In the table 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 months ended

March 31, 2026 and 2025.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present our financial assets and financial

liabilities that were measured at fair value on a recurring

basis as of March 31, 2026 and December 31, 2025.

_March 31, 2026 · (in millions)_

| Line item | Total | Level 1 | Level 2 | Level 3 |
| --- | --- | --- | --- | --- |
| European government debt securities | $178 | $178 | $— | $— |
| State-owned enterprises and municipal securities | 6 | — | 6 | — |
| Total financial investments | $184 | $178 | $6 | $— |
| Equity securities | 10 | 10 | — | — |
| Total assets at fair value | $194 | $188 | $6 | $— |
|  | 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.

17

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 March 31, 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 March 31, 2026, all of our outstanding

debt obligations were fixed-rate obligations. We may be

exposed to changes in interest rates as a result of borrowings

under our 2022 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.

We may be exposed to changes in interest rates on amounts

outstanding from the sale of commercial paper under our

commercial paper program. The fair value of our remaining

debt obligations utilizing prevailing market rates for our fixed

rate debt was $8.3 billion as of March 31, 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

March 31, 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,

fixed income derivatives, resale and repurchase contracts,

power derivatives, emission allowance derivatives, and

seafood derivatives. In January 2025, we entered into an

agreement to transfer existing open positions in our Nordic

power futures business to a European exchange, which was

completed in June 2025. See Note 4, “Divestitures,” for

further discussion.

Through our clearing operations in the financial markets,

which include the resale and repurchase market and the

commodities markets, 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.

18

Nasdaq Clearing maintains two member sponsored default

funds: one related to financial markets and one related to

commodities 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. This structure applies an initial separation of

default fund contributions for the financial and commodities

markets in order to create a buffer for each market’s

counterparty risks. 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.

Default Fund Contributions and Margin Deposits

As of March 31, 2026, clearing member default fund

contributions and margin deposits were as follows:

_March 31, 2026 · (in millions)_

| Line item | Cash Contributions | Non-Cash Contributions | Total Contributions |
| --- | --- | --- | --- |
| Default fund contributions | $294 | $82 | $376 |
| Margin deposits | 1,959 | 5,757 | 7,716 |
| Total | $2,253 | $5,839 | $8,092 |

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 10

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

$2,253 million as of March 31, 2026 and $5,842 million as of

December 31, 2025, in accordance with its investment policy

as follows:

_(in millions)_

| Line item | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Demand deposits | $519 | $3,011 |
| Central bank certificates | 53 | 109 |
| Restricted cash and cash equivalents | $572 | $3,120 |
| European government debt securities | 306 | 292 |
| Reverse repurchase agreements | 1,215 | 2,245 |
| Multilateral development bank debt securities | 160 | 185 |
| Investments | $1,681 | $2,722 |
| Total | $2,253 | $5,842 |

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

March 31, 2026 is primarily due to the sale of our Nordic

power futures business and includes an unfavorable impact

from currency translation adjustments of $57 million for

restricted cash and cash equivalents and $65 million for

investments.

For the three months ended March 31, 2026 and 2025,

investments related to default funds and margin deposits, net

includes purchases of investment securities of $45,278

million and $24,021 million, respectively, and proceeds from

sales and redemptions of investment securities of $46,254

million and $23,817 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 funds are proportional

to the exposures of each clearing member. When a clearing

member is active in more than one market, contributions

must be made to all markets’ default funds in which the

member is active. 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,

19

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.

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 March 31, 2026, Nasdaq Clearing committed capital

totaling $154 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 March 31, 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 and commodities markets’ default funds.

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 $46 million as of March 31, 2026;

20

- 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;

- specific market default fund where the loss occurred (i.e.,

the financial or commodities market), which includes

capital contributions of the clearing members on a pro-rata

basis; and

- fully segregated senior capital for each specific market

contributed by Nasdaq Clearing, calculated in accordance

with clearinghouse rules, which totaled $24 million as of

March 31, 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.

In addition to the capital held to withstand counterparty

defaults described above, Nasdaq Clearing also has

committed capital of $84 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:

_March 31, 2026 · (in millions)_

|  |  |
| --- | --- |
| Commodity forwards | $8 |
| Fixed-income swaps and forwards | 476 |
| Stock options and forwards | 651 |
| Index options and forwards | 110 |
| Total | $1,245 |

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.

- The commodity forwards are deferred settlement contracts

excluded from the Nordic power futures business sale, and

are expected to settle in the second quarter of 2026.

Derivative Contracts Cleared

The following table presents the total number of derivative

contracts cleared through Nasdaq Clearing for the three

months ended March 31, 2026 and 2025:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Commodity futures and forwards | 59,986 | 71,140 |
| Fixed-income swaps, futures and forwards | 4,630,014 | 4,373,731 |
| Stock options, futures and forwards | 7,258,956 | 6,765,209 |
| Index options, futures and forwards | 8,219,040 | 9,107,386 |
| Total | 20,167,996 | 20,317,466 |

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

to commodity contracts was 117 Terawatt hours (TWh) and

138 TWh for the three months ended March 31, 2026 and

2025, respectively.

Resale and Repurchase Agreements Contracts

Outstanding and Cleared

The outstanding contract value of resale and repurchase

agreements was $1,350 million and $900 million as of March

31, 2026 and 2025, respectively. The total number of resale

and repurchase agreements contracts cleared was 638,588

and 860,271 for the three months ended March 31, 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 | March 31, 2026 / (in millions) | December 31, 2025 / (in millions) |
| --- | --- | --- | --- |
| Operating lease assets | Operating lease assets | $485 | $447 |
| Liabilities: |  |  |  |
| Current lease liabilities | Other current liabilities | $72 | $60 |
| Non-current lease liabilities | Operating lease liabilities | 488 | 462 |
| Total lease liabilities |  | $560 | $522 |

21

The following table summarizes Nasdaq’s lease cost:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| (in millions) |  |  |
| Operating lease cost | $22 | $19 |
| Variable lease cost | 12 | 10 |
| Sublease income | (1) | (1) |
| Total lease cost | $33 | $28 |

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.

_March 31, 2026 · (in millions)_

|  |  |
| --- | --- |
| Remainder of 2026 | $69 |
| 2027 | 93 |
| 2028 | 90 |
| 2029 | 83 |
| 2030 | 77 |
| 2031+ | 248 |
| Total lease payments | $660 |
| Less: interest | (100) |
| Present value of lease liabilities | $560 |

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 $72 million.

Lease payments in the table above excludes $46 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:

March 31, 2026

Weighted-average remaining lease term  (in years) 8.1

Weighted-average discount rate 4.2%

The following table provides supplemental cash flow

information related to Nasdaq’s operating leases:

_(in millions)_

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Cash paid for amounts included in the measurement of operating lease liabilities | $22 | $20 |
| Lease assets obtained in exchange for operating lease liabilities | $56 | $20 |

Lease assets obtained in exchange for operating lease

liabilities for the three months ended March 31, 2026 and

2025, primarily relate to expansion and renewals of data

center leases.

16. INCOME TAXES

Income Tax Provision

The following table presents our income tax provision and

effective tax rate:

_(in millions)_

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Income tax provision | $158 | $93 |
| Effective tax rate | 23.4% | 19.1% |

The higher effective tax rate for the three months ended

March 31, 2026, as compared to the prior year period, was

primarily due to a tax benefit related to 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 2024. 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 March 31, 2026 and December 31, 2025. As

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

22

Obligations,” we also have credit facilities primarily related

to our Nasdaq Clearing operations, which are available in

multiple currencies, and totaled $202 million as of March 31,

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

liquidity, none of which was utilized.

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.

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 Borse

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.

23

The following tables present certain information regarding

our business segments for the three months ended March 31,

2026 and 2025:

| March 31, 2026 | Capital Access Platforms / March 31, 2026 | Financial Technology / (in millions) | Market Services / (in millions) | Corporate / (in millions) | Total |
| --- | --- | --- | --- | --- | --- |
| Total revenues | $565 | $517 | $1,047 | $8 | $2,137 |
| Transaction-based expenses | — | — | (730) | — | (730) |
| Revenues less transaction-based expenses | 565 | 517 | 317 | 8 | 1,407 |
| Directly consumed expenses | 170 | 233 | 92 | — | 495 |
| Other expenses | 46 | 39 | 24 | 146 | 255 |
| Operating income | $349 | $245 | $201 | $(138) | $657 |
| Depreciation and amortization | 13 | 19 | 12 | 121 | 165 |
| Purchases of property and equipment | 15 | 33 | 12 | — | 60 |
|  | Capital Access Platforms | Financial Technology | Market Services | Corporate | Total |
| March 31, 2025 |  |  |  |  |  |
| Total revenues | $508 | $432 | $1,140 | $16 | $2,096 |
| Transaction-based expenses | — | — | (859) | — | (859) |
| Revenues less transaction-based expenses | 508 | 432 | 281 | 16 | 1,237 |
| Directly consumed expenses | 161 | 205 | 88 | — | 454 |
| Other expenses | 41 | 29 | 20 | 146 | 236 |
| Operating income | $306 | $198 | $173 | $(130) | $547 |
| Depreciation and amortization | 10 | 12 | 11 | 123 | 156 |
| Purchases of property and equipment | 13 | 22 | 14 | — | 49 |

Directly consumed expenses in the table above include both

direct and directly consumed costs for resources directly used

by the segment for revenue generating activities. Other

expenses include indirect overhead costs allocated to our

segments. During the first year of integration of certain

significant acquisitions such as Adenza or Verafin, the

allocation of these indirect overhead costs to the Financial

Technology segment were phased in and therefore these

allocations may change in the future. Other expenses also

includes expenses allocated to our Corporate segment. The

following table summarizes revenues and expenses allocated

to our Corporate segment:

| Revenues: | Three Months Ended March 31, 2026 / (in millions) | Three Months Ended March 31, 2025 / (in millions) |
| --- | --- | --- |
| Divestitures of businesses | $8 | $16 |
| Expenses: |  |  |
| Amortization expense of acquired intangible assets | 121 | 122 |
| Merger and strategic initiatives expense | 4 | 24 |
| Restructuring charges | 11 | 5 |
| Legal and regulatory matters | 6 | 2 |
| Gain on extinguishment of debt | — | (19) |
| Expenses - divestitures | 4 | 11 |
| Other | — | 1 |
| Total expenses | $146 | $146 |
| Operating loss | $(138) | $(130) |

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: 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 the accrual of additional

consideration which was received in April 2026, and the

recognition of an incremental gain. The gain, net of costs

to sell, is recorded in net gain on divestitures in the

24

Condensed Consolidated Statements of Income. We expect

to wind down the commodities clearing and trading

services by the end of the first half of 2026, and the

business to be wound down in the months following. Also,

in October 2025, Nasdaq completed the sale of our Solovis

business. Revenues and expenses related to these

transactions are included as revenues and expenses -

divestitures.

- 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 months ended March 31, 2026, these costs

included amounts associated with various strategic

initiative costs. For the three months ended March 31,

2025, these costs included amounts associated with the

transfer of open positions in our Nordic power

derivatives trading and clearing business, Adenza

integration costs and other strategic initiative costs.

- Restructuring charges: See Note 19, “Restructuring

Charges,” for further discussion of these plans.

- Legal and regulatory matters: For the three months ended

March 31, 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: For the three months

ended March 31, 2025, this includes a gain on

extinguishment of debt, which is recorded in general,

administrative and other expense in the Condensed

Consolidated Statements of Income.

Geographic Data

The following table presents total gross revenues by

geographic area for the three months ended March 31, 2026

and 2025. Revenues are classified based upon the location of

the customer.

_(in millions)_

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| United States | $1,523 | $1,706 |
| All other countries | 614 | 390 |
| Total | $2,137 | $2,096 |

No single customer accounted for 10.0% or more of our

revenues for the three months ended March 31, 2026 and

2025.

The following table presents property and equipment, net by

geographic area as of March 31, 2026 and December 31,

2025. Property and equipment information is based on the

physical location of the assets.

| (in millions) | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| United States | $500 | $500 |
| All other countries | 239 | 228 |
| Total | $739 | $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. In connection with this program, we expect to incur

approximately $140 million in pre-tax charges. We have

incurred costs principally related to employee-related costs,

contract terminations, asset impairments and other related

costs and expect to incur additional costs in these areas in an

effort to accelerate efficiencies through location strategy and

enhanced AI capabilities. Actions taken as part of this

program were completed as of December 31, 2025, while

certain costs are being recognized in the first half of 2026.

We have achieved benefits primarily in the form of expense

synergies with over $160 million net expense synergies

actioned through March 31, 2026. The total program costs

incurred since the inception of the program is $125 million.

Costs related to this program are recorded as restructuring

charges in the Condensed Consolidated Statements of

Income.

25

The following table presents a summary of the Adenza

restructuring program charges for the three months ended

March 31, 2026 and 2025:

_(in millions)_

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Consulting services | $4 | $1 |
| Employee-related costs | 4 | 4 |
| Other | 3 | — |
| Total restructuring charges | $11 | $5 |

26

## 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.

First Quarter 2026 Highlights and Recent Developments

- Nasdaq extended its listing leadership with 7 of the top 10

largest operating company IPOs and a 71% win rate across

eligible U.S. operating companies, direct listings and

SPAC business combinations.

- Our Index business generated net inflows of $79 billion

over the last twelve months including $6 billion in the first

quarter. ETP AUM as of March 31, 2026 was $836 billion

and average ETP AUM in the first quarter reached a new

record at $877 billion. During the quarter, Nasdaq

launched 31 new products, including 11 in the institutional

annuity space and 12 international products.

- Financial Technology delivered 20% revenue growth and

18% ARR growth.

- Market Services generated record net revenues, driven by

record volumes and strong market share across U.S. cash

equities and equity derivatives.

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 in the first

quarter of 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 and higher overall volumes in

Index derivatives. To the extent that global or national

economic conditions weaken and result in slower growth or

recessions, our business may be negatively impacted.

Nasdaq’s Operating Results

The following table summarizes our financial performance

for the three months ended March 31, 2026 compared to the

same period in 2025. For a detailed discussion of our results

of operations, see “Segment Operating Results” below.

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions, except per share amounts) |  |  |
| Revenues less transaction-based expenses | $1,407 | $1,237 | 13.8% |
| Operating expenses | 750 | 690 | 8.8% |
| Operating income | $657 | $547 | 20.1% |
| Net income | $519 | $395 | 31.4% |
| Diluted earnings per share | $0.91 | $0.68 | 33.3% |
| Cash dividends declared per common share | $0.27 | $0.24 | 12.5% |

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.”

27

The following chart summarizes our ARR (in millions):

* In the chart above, Other 1Q25 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 includes ARR related to our Solovis business  divested in October 2025.

The following chart summarizes our quarterly annualized

SaaS revenues for March 31, 2026 and 2025 (in millions):

* In the chart above, Other 1Q25 includes $29 million.

28

SEGMENT OPERATING RESULTS

The following table presents our revenues by segment:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Capital Access Platforms | $565 | $508 | 11.4% |
| Financial Technology | 517 | 432 | 19.7% |
| Market Services | 1,047 | 1,140 | (8.1)% |
| Other revenues | 8 | 16 | (50.6)% |
| Total revenues | $2,137 | $2,096 | 2.0% |
| Transaction rebates | (724) | (585) | 23.9% |
| Brokerage, clearance and exchange fees | (6) | (274) | (97.9)% |
| Total revenues less transaction-based expenses | $1,407 | $1,237 | 13.8% |

The following charts present our Capital Access Platforms,

Financial Technology and Market Services segments as a

percentage of our total revenues, less transaction-based

expenses.

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Data & Listing Services | $214 | $192 | 11.4% |
| Index | 220 | 193 | 14.4% |
| Workflow & Insights | 131 | 123 | 6.7% |
| Total Capital Access Platforms | $565 | $508 | 11.4% |

| Line item | As of March 31, 2026 | As of March 31, 2025 |
| --- | --- | --- |
| ARR (in millions) | $1,366 | $1,252 |

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

| IPOs | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| The Nasdaq Stock Market | 63 | 63 |
| Operating company | 15 | 45 |
| SPACs | 48 | 18 |
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | — | 4 |
| Total new listings |  |  |
| The Nasdaq Stock Market | 176 | 170 |
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 5 | 9 |
|  | As of December 31 |  |
| Number of listed companies | 2026 | 2025 |
| The Nasdaq Stock Market | 4,570 | 4,139 |
| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 1,107 | 1,160 |
| ARR (in millions) | $777 | $701 |

In the tables above:

- The number of total listed companies on The Nasdaq Stock

Market for the three months ended March 31, 2026 and

2025 included 1,180 and 833 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.

29

Data & Listing Services revenues increased in the first

quarter of 2026 compared with the same period in 2025 due

to new data sales to new and existing clients, pricing and

usage, increased annual listings revenues due to new listings,

increased initial listing fees and the favorable impact from

changes in foreign currency rates, partially offset by the

impact of prior year delistings.

Index Revenues

The following table presents key drivers from our Index

business:

| Line item | As of or Three Months Ended March 31, 2026 | As of or Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Number of licensed ETPs | 470 | 418 |
| TTM change in period end ETP AUM tracking Nasdaq indices (in billions) |  |  |
| Beginning balance | $622 | $519 |
| Net appreciation | 135 | 17 |
| Net inflows | 79 | 86 |
| Ending balance | $836 | $622 |
| Quarterly average ETP AUM tracking Nasdaq indices (in billions) | $877 | $662 |
| ARR (in millions) | $85 | $79 |

In the table above, TTM represents trailing twelve months.

Index revenues increased in the first quarter of 2026

compared with the same period in 2025 primarily due to

higher average AUM in exchange traded products linked to

Nasdaq indices.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow

& Insights business:

_(in millions)_

| Line item | As of or Three Months Ended March 31, 2026 | As of or Three Months Ended March 31, 2025 |
| --- | --- | --- |
| ARR | $504 | $472 |
| Quarterly annualized SaaS revenues | 432 | 401 |

Workflow & Insights revenues increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to an increase in analytics revenues, largely driven by

eVestment and Nasdaq Data Link sales growth.

Financial Technology

The following table presents revenues from our Financial

Technology segment:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Financial Crime Management Technology | $93 | $77 | 21.0% |
| Regulatory Technology | 118 | 101 | 16.4% |
| Capital Markets Technology | 306 | 254 | 20.6% |
| Total Financial Technology | $517 | $432 | 19.7% |

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 March 31, 2026 | As of or Three Months Ended March 31, 2025 |
| --- | --- | --- |
| ARR and Quarterly annualized SaaS revenues | $344 | $295 |

Financial Crime Management Technology revenues

increased in the first quarter of 2026 compared with the same

period 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 March 31, 2026 | As of or Three Months Ended March 31, 2025 |
| --- | --- | --- |
| ARR | $419 | $362 |
| Quarterly annualized SaaS revenues | 252 | 197 |

Regulatory Technology revenues increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to increased subscription revenues from our AxiomSL

and Surveillance solutions driven by new sales and price

increases to existing clients, revenue from new clients and the

favorable impact from changes in foreign currency rates.

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 March 31, 2026 | As of or Three Months Ended March 31, 2025 |
| --- | --- | --- |
| ARR | $1,059 | $893 |
| Quarterly annualized SaaS revenues | 174 | 139 |

30

Capital Markets Technology revenues increased in the first

quarter of 2026 compared with the same period in 2025. The

increase was primarily due to higher revenues from data

center growth including a change in pricing structure, higher

Calypso upfront license revenues, increased subscription

revenues across the business and certain one-time fees,

partially offset by lower professional services revenues. 

Market Services

The following table presents revenues from our Market

Services segment:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Market Services | $1,047 | $1,140 | (8.1)% |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (724) | (585) | 23.9% |
| Brokerage, clearance and exchange fees | (6) | (274) | (97.9)% |
| Total Market Services, net | $317 | $281 | 12.8% |

The following table presents net revenues by product from

our Market Services segment:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| U.S. Equity Derivative Trading | $120 | $108 | 10.7% |
| Cash Equity Trading | 138 | 121 | 14.8% |
| U.S. Tape plans | 33 | 33 | 1.5% |
| Other | 26 | 19 | 30.7% |
| Total Market Services, net | $317 | $281 | 12.8% |

In the table above, Other includes Nordic fixed income

trading & clearing, Nordic derivatives and Canadian cash

equities trading.

U.S. Equity Derivative Trading

The following table presents 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 March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| U.S. Equity Derivative Trading Revenues | $432 | $409 | 7.3% |
| Section 31 fees | — | 32 | (100.0)% |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (312) | (299) | 6.4% |
| Section 31 fees | — | (32) | (100.0)% |
| Brokerage and clearance fees | — | (2) | (79.5)% |
| U.S. Equity Derivative Trading Revenues, net | $120 | $108 | 10.7% |

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

U.S. cash equity trading revenues with a corresponding

amount recorded in transaction-based expenses. We are

assessed these fees from the SEC and pass them through to

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

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

our percentage of the overall industry volumes processed on

our systems, and differences in actual dollar value traded.

Section 31 fees decreased in the first quarter of 2026

compared with the same period in 2025 primarily due to a

decrease in the rate to zero in the second quarter of 2025.

Since the amount recorded in revenues is equal to the amount

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

revenues.

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Total industry average daily volume (in millions) | 62.6 | 53.6 |
| Nasdaq PHLX matched market share | 12.5% | 9.1% |
| The Nasdaq Options Market matched market share | 2.6% | 5.1% |
| Nasdaq Texas Options matched market share | 1.3% | 1.7% |
| Nasdaq ISE Options matched market share | 6.0% | 6.8% |
| Nasdaq GEMX Options matched market share | 3.4% | 3.6% |
| Nasdaq MRX Options matched market share | 4.3% | 2.8% |
| Total matched market share executed on Nasdaq’s exchanges | 30.1% | 29.1% |

31

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

derivative trading revenues, net increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to higher industry trading volumes and higher overall

U.S. matched market share executed on Nasdaq’s exchanges

partially offset by lower capture.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher industry trading volumes and higher

overall U.S. matched market share executed on Nasdaq’s

exchanges, partially offset by lower rebate capture rate.

Cash Equity Trading Revenues

The following table presents 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 March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Cash Equity Trading Revenues | $548 | $407 | 34.5% |
| Section 31 fees | — | 234 | (100.0)% |
| Transaction-based expenses: |  |  |  |
| Transaction rebates | (404) | (280) | 44.4% |
| Section 31 fees | — | (234) | (100.0)% |
| Brokerage and clearance fees | (6) | (6) | (20.3)% |
| Cash equity trading revenues, net | $138 | $121 | 14.8% |

See the discussion above for an explanation of Section 31

fees for the first quarter of 2026 compared with the same

period in 2025.

| Total U.S.-listed securities | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| Total industry average daily share volume (in billions) | 20.0 | 15.7 |
| Matched share volume (in billions) | 183.7 | 137.6 |
| The Nasdaq Stock Market matched market share | 14.7% | 14.2% |
| 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 | 15.1% | 14.6% |
| Market share reported to the FINRA/Nasdaq Trade Reporting Facility | 45.6% | 48.1% |
| Total market share | 60.7% | 62.7% |
| Nasdaq Nordic and Nasdaq Baltic securities |  |  |
| Average daily number of equity trades executed on Nasdaq’s exchanges | 797,886 | 789,103 |
| Total average daily value of shares traded (in billions) | $6.8 | $5.4 |
| Total market share executed on Nasdaq’s exchanges | 74.3% | 70.5% |

Cash equity trading revenues and cash equity trading

revenues, net increased in the first quarter of 2026 compared

with the same period in 2025 primarily due to higher U.S.

and European industry trading volumes, and higher overall

U.S. matched market share executed on Nasdaq's exchanges.

Cash equity trading revenues, net also increased due to these

drivers but was partially offset by lower capture.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher industry trading volumes, higher

overall U.S. matched market share executed on Nasdaq’s

exchanges and 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 table presents revenues from our U.S. Tape

plans business:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| U.S. Tape plans | $33 | $33 | 1.5% |

U.S. Tape plans revenues remained relatively flat in the first

quarter of 2026 compared with the same period in 2025.

32

Other

Other includes Nordic fixed income trading and clearing,

Nordic derivatives and Canadian cash equities trading. The

following table presents revenues from our Other business:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Other | $26 | $19 | 30.7% |

In the preceding table, Other is presented net of Canadian

cash equity transaction rebates of $8 million and $6 million

for the three months ended March 31, 2026 and 2025,

respectively.

Other revenues increased in the first quarter of 2026

compared with the same period in 2025 due to an increase in

Canadian cash equity revenues, Nordic fixed income

revenues and Nordic equity derivatives revenues.

Other Revenues

For the three months ended March 31, 2026 and 2025, Other

revenues related to our Nordic power futures business. For

the three months ended March 31, 2025, Other revenues also

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

the condensed consolidated financial statements for further

discussion.

EXPENSES

Operating Expenses

The following table presents our operating expenses:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Compensation and benefits | $356 | $329 | 8.4% |
| Professional and contract services | 39 | 36 | 8.5% |
| Technology and communication infrastructure | 84 | 77 | 8.0% |
| Occupancy | 33 | 28 | 15.8% |
| General, administrative and other | 29 | 6 | 458.3% |
| Marketing and advertising | 20 | 14 | 42.2% |
| Depreciation and amortization | 165 | 156 | 6.0% |
| Regulatory | 9 | 15 | (35.7)% |
| Merger and strategic initiatives | 4 | 24 | (84.7)% |
| Restructuring charges | 11 | 5 | 103.4% |
| Total operating expenses | $750 | $690 | 8.8% |

The increase in compensation and benefits expense for the

first quarter of 2026 compared with the same period in 2025

was primarily driven by increased headcount and the

unfavorable impact from changes in foreign currency rates.

Headcount, including employees of non-wholly owned

consolidated subsidiaries, increased to 9,613 employees as of

March 31, 2026 from 9,377 employees as of March 31, 2025,

as we support revenue growth and innovation.

Professional and contract services expense increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher legal fee accruals.

Technology and communication infrastructure expense

increased in the first quarter of 2026 compared with the same

period in 2025 primarily due to increased investment in

technology, particularly our cloud initiatives and software

licensing.

Occupancy expense increased in the first quarter of 2026

compared with the same period in 2025 primarily due to

colocation data center expansion.

General, administrative and other expense increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to a gain on extinguishment of debt recorded in

the first quarter of 2025.

Marketing and advertising expense increased in the first

quarter of 2026 compared with the same period in 2025

primarily due to an increase in client marketing spend.

Depreciation and amortization expense increased in the first

quarter of 2026 compared with the same period in 2025 due

to increased depreciation of capitalized software projects.

Regulatory expense decreased in the first quarter of 2026

compared with the same period 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 months ended

March 31, 2026, these costs included amounts associated

with various strategic initiative costs. For the three months

ended March 31, 2025, these costs included amounts

associated with the transfer of open positions in our Nordic

power derivatives trading and clearing business, Adenza

integration costs and other strategic initiative costs.

33

Restructuring charges increased in the first quarter of 2026

compared with the same period in 2025 primarily due to the

higher consulting and other services in relation to our Adenza

restructuring program. 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. In connection with this program, we expect to

incur approximately $140 million in pre-tax charges. We

have incurred costs principally related to employee-related

costs, contract terminations, asset impairments and other

related costs and expect to incur additional costs in these

areas in an effort to accelerate efficiencies through location

strategy and enhanced AI capabilities. Actions taken as part

of this program were completed as of December 31, 2025,

while certain costs are being recognized in the first half of

2026. We have achieved benefits primarily in the form of

expense synergies with over $160 million net expense

synergies actioned through March 31, 2026. See Note 19,

“Restructuring Charges,” to the condensed consolidated

financial statements for further discussion.

Non-Operating Income and Expenses

The following table presents our non-operating income and

expenses:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Interest income | $6 | $11 | (48.5)% |
| Interest expense | (87) | (96) | (10.1)% |
| Net interest expense | (81) | (85) | (5.1)% |
| Net gain on divestitures | 89 | — | 100.0% |
| Other losses | (14) | (1) | NM |
| Net income from unconsolidated investees | 26 | 27 | (3.2)% |
| Total non-operating income (expense) | $20 | $(59) | (134.2)% |

NM Not meaningful

The following table presents our interest expense:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | (in millions) |  |  |
| Interest expense on debt | $84 | $92 | (10.0)% |
| Accretion of debt issuance costs and debt discount | 2 | 3 | (13.8)% |
| Other fees | 1 | 1 | (10.0)% |
| Interest expense | $87 | $96 | (10.1)% |

Interest income decreased for the first quarter of 2026

compared with the same period in 2025 primarily due to a

lower average cash balance.

Interest expense decreased for the first quarter of 2026

compared with the same period 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 three months ended March

31, 2026 primarily relates to the divestiture of our Nordic

power futures business. See Note 4, “Divestitures,” to the

condensed consolidated financial statements for further

discussion of these transactions.

Other losses primarily represents realized and unrealized

gains and losses from strategic investments related to our

corporate venture program. See “Equity Securities,” of Note

6, “Investments,” to the 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 table presents our income tax provision and

effective tax rate:

| Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | Percentage Change |
| --- | --- | --- | --- |
|  | ($ in millions) |  |  |
| Income tax provision | $158 | $93 | 69.6% |
| Effective tax rate | 23.4% | 19.1% |  |

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

“Income Taxes,” to the condensed consolidated financial

statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance

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

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

34

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 table presents 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 March 31, 2026 | Three Months Ended March 31, 2025 |
| --- | --- | --- |
| U.S. GAAP net income | $519 | $395 |
| Non-GAAP adjustments: |  |  |
| Amortization expense of acquired intangible assets | 121 | 122 |
| Merger and strategic initiatives expense | 4 | 24 |
| Restructuring charges | 11 | 5 |
| Gain on extinguishment of debt | — | (19) |
| Net gain on divestitures | (89) | — |
| Net income from unconsolidated investees | (26) | (27) |
| Legal and regulatory matters | 6 | 2 |
| Other loss | 15 | 1 |
| Total non-GAAP adjustments | $42 | $108 |
| Total non-GAAP tax adjustments | (12) | (28) |
| Other tax adjustments | — | (19) |
| Total non-GAAP adjustments, net of tax | $30 | $61 |
| Non-GAAP net income | $549 | $456 |
| U.S. GAAP effective tax rate | 23.4% | 19.1% |
| Total adjustments from non-GAAP tax rate | 0.3% | 4.4% |
| Non-GAAP effective tax rate | 23.7% | 23.5% |
| Weighted-average common shares outstanding for diluted earnings per share | 571.7 | 580.0 |
| U.S. GAAP diluted earnings per share | $0.91 | $0.68 |
| Total adjustments from non-GAAP net income | 0.05 | 0.11 |
| Non-GAAP diluted earnings per share | $0.96 | $0.79 |

35

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 months ended

March 31, 2026, these costs included amounts associated

with various strategic initiative costs. For the three months

ended March 31, 2025, these costs included amounts

associated with the transfer of open positions in our Nordic

power derivatives trading and clearing business, Adenza

integration costs and other strategic initiative costs.

- Restructuring charges: In the fourth quarter of 2023,

following the closing of the Adenza acquisition, our

management approved, committed to and initiated a

restructuring program, to optimize our efficiencies as a

combined organization. We 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. Actions taken as part of this program

were completed as of December 31, 2025, while certain

costs are being recognized in the first half of 2026. See

Note 19, “Restructuring Charges,” to the condensed

consolidated financial statements for further discussion of

this program.

- Gain on extinguishment of debt: For the three months

ended March 31, 2025, this included a gain on

extinguishment of debt, which is recorded under general,

administrative and other expense in the Condensed

Consolidated Statements of Income.

- Net gain on divestitures: For the three months ended

March 31, 2026, this primarily includes the recognition of

an incremental gain on the sale of our Nordic power

futures business, net of costs to sell. See Note 4,

“Divestitures,” to the condensed consolidated financial

statements for further discussion of this transaction.

- 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 months ended

March 31, 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 months ended March 31, 2026

and 2025, other items primarily include net gains and

losses from strategic investments entered into through our

corporate venture program, which are included in other

losses in our Condensed Consolidated Statements of

Income.

- Total non-GAAP tax adjustments: The non-GAAP

adjustment to the income tax provision for all periods

primarily includes the tax impact of each non-GAAP

adjustment.

- Other tax adjustments: For the three months ended March

31, 2025, other tax adjustments included 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:

36

- 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 | March 31, 2026 | December 31, 2025 |
| --- | --- | --- |
| Working capital | $(17) | $42 |
| Cash and cash equivalents | 515 | 604 |
| Financial investments | 184 | 28 |

Working Capital

The decrease in working capital from December 31, 2025 to

March 31, 2026, excluding default funds and margin

deposits, which are both equal and offsetting, is primarily due

to a decrease in current assets and an increase in current

liabilities.

Decreased current assets were primarily due to:

- lower restricted cash primarily due to the movement of

regulatory capital to longer term investments classified as

financial investments,

- lower cash and cash equivalents; partially offset by
- an increase in financial investments at fair value,
- an increase in receivables, net due to timing of billings, and
- an increase in other current assets.

Increased current liabilities were primarily due to:

- Higher deferred revenue due to timing of billings,

primarily relating to our annual listing fees; partially offset

by

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

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 March 31, 2026 and December 31,

2025, our cash and cash equivalents of $515 million were

primarily invested in money market funds, bank deposits,

European government debt securities, and municipal notes.

Repatriation of Cash

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

various foreign subsidiaries totaled $335 million as of March

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

remaining balance held in the U.S. totaled $180 million as of

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

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $49 million

as of March 31, 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 March 31,

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 March 31, 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): | Three Months Ended March 31, 2026 / (in millions) | Three Months Ended March 31, 2025 / (in millions) |
| --- | --- | --- |
| Operating activities | $689 | $663 |
| Investing activities | 747 | (258) |
| Financing activities | (4,184) | (1,083) |

Net Cash Provided by Operating Activities

Net cash provided by operating activities primarily consists

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

but not limited to, depreciation and amortization expense,

expense associated with share-based compensation, net

income from unconsolidated investees, net gain on

divestitures and the effects of changes in working capital.

Refer to the above discussion regarding changes in working

capital.

Net cash provided by operating activities increased $26

million in the first quarter of 2026 compared with the same

period in 2025. The increase was primarily driven by an

increase in net income, partially offset by changes in working

capital, as discussed above, and a decrease in adjustments to

net income primarily driven by net gain on divestitures.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by (used in) investing activities increased

in the first quarter of 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 $1,180 million, partially offset by

37

purchases of securities, net of $158 million, primarily due to

more regulatory capital being invested in longer term

investments, purchases of property and equipment of $11

million and other investing activities of $6 million primarily

related to our corporate venture program. The movement in

our default funds and margin deposits has no impact on

Nasdaq's cash, cash equivalents, restricted cash or restricted

cash equivalents as it is held on behalf of our customers.

Net Cash Used in Financing Activities

Net cash used in financing activities increased in the first

quarter of 2026 compared with the same period in 2025

primarily driven by an increase in default funds and margin

deposits of $2,918 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 $433 million and an

increase in dividends paid of $15 million. These increases

were partially offset by a decrease in repayment of debt of

$257 million.

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 $184 million as of March

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

securities, $168 million as of March 31, 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 March 31,

2026, our required regulatory capital of $154 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 March 31, 2026, the combined

required minimum net capital totaled $1 million and the

combined excess capital totaled $20 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 March

31, 2026, our required regulatory capital of $46 million was

primarily invested in cash and cash equivalents, which is

included in restricted cash and cash equivalents in the

Condensed Consolidated Balance Sheets and European

government debt securities that are included in financial

investments 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 March 31, 2026, other required

regulatory capital of $14 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 agreement.

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 |

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

“Nasdaq Stockholders’ Equity,” to the condensed

consolidated financial statements for further discussion of the

dividends.

38

Debt Obligations

Our outstanding debt obligations, by contractual maturity, at March 31, 2026 are as follows (in U.S. Dollar millions):

n U.S. Notes n Euro Notes 

As of and for the three months ended March 31, 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 addition to the

2022 Revolving Credit Facility, we also have other credit

facilities primarily to support our Nasdaq Clearing operations

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

European credit facilities, which are available in multiple

currencies, totaled $202 million as of March 31, 2026 and

$208 million as of December 31, 2025 in available liquidity,

none of which was utilized.

As of March 31, 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 Form 10-K that was filed with the SEC

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.

39

We perform sensitivity analyses to determine the effects of

market risk exposures. We may use derivative instruments

solely to hedge financial risks related to our financial

positions or risks that are incurred during the normal course

of business. We do not use derivative instruments for

speculative purposes.

Interest Rate Risk

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

normal course of business. Our exposure to market risk for

changes in interest rates relates primarily to our financial

investments and debt obligations, which are discussed below.

All of our outstanding debt obligations are fixed-rate

obligations. We may enter into transactions that expose us to

interest rate risk, for which we may utilize interest rate

derivatives agreements to manage that risk.

Financial Investments

As of March 31, 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 March 31, 2026, would not have a material impact on our

financial statements.

Debt Obligations

As of March 31, 2026, all of our outstanding debt obligations

are fixed-rate obligations. Interest rates on certain tranches of

notes are subject to adjustment to the extent our debt rating is

downgraded below investment grade, as further discussed in

Note 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 2022 Revolving Credit Facility, as this

facility has a variable interest rate. We may also be exposed

to changes in interest rates if there are amounts outstanding

from the sale of commercial paper under our commercial

paper program, which have variable interest rates. As of

March 31, 2026, there were no outstanding borrowings under

our 2022 Revolving Credit Facility or commercial paper

program.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk. Our

primary transactional exposure to foreign currency

denominated revenues less transaction-based expenses and

operating income for the three months ended March 31, 2026

is presented in the following table. The table below does not

include the offsetting impact of our hedging programs.

_(in millions, except currency rate)_

| Line item | Euro | Swedish Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar |
| --- | --- | --- | --- | --- | --- |
| Three Months Ended March 31, 2026 |  |  |  |  |  |
| Average FX rate to the U.S. dollar | 1.171 | 0.110 | 0.729 | # | N/A |
| Percentage of revenues less transaction-based expenses | 7.2% | 3.7% | 0.7% | 3.9% | 84.5% |
| Percentage of operating income | 9.2% | (1.5)% | (5.5)% | (6.3)% | 104.1% |
| Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses | $(10) | $(5) | $(1) | $(5) | $— |
| Impact of a 10% adverse currency fluctuation on operating income | $(6) | $(1) | $(4) | $(4) | $— |

#Represents multiple foreign currency rates.

N/ANot applicable.

The adverse impacts shown in the table above 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 March

40

31, 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

March 31, 2026 is presented in the following table:

_(in millions)_

| Line item | Net Assets | Impact of a 10% Adverse Currency Fluctuation |
| --- | --- | --- |
| Swedish Krona | $3,301 | $(330) |
| Norwegian Krone | 218 | (22) |
| Canadian Dollar | 140 | (14) |
| Australian Dollar | 89 | (9) |
| British Pound | 84 | (8) |

In the table above, Swedish Krona includes goodwill of

$2,419 million and intangible assets, net of $493 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 maturities ranging up

to eight years, and reported as either an asset or liability

depending on their position as of the balance sheet date, and

accumulated other comprehensive loss in the 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

41

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

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 March 31, 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.

42

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 March 31, 2026, the remaining aggregate

authorized amount under the existing share repurchase

program was $2.9 billion. The share repurchase program may

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

no defined expiration date.

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 March 31, 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) |
| --- | --- | --- | --- | --- |
| January 2026 |  |  |  |  |
| Share repurchase program | 2,094,972 | $90.78 | 2,094,972 | $939 |
| Employee transactions | — | $— | N/A | N/A |
| February 2026 |  |  |  |  |
| Share repurchase program | 3,914,850 | $84.77 | 3,914,850 | $2,910 |
| Employee transactions | — | $— | N/A | N/A |
| March 2026 |  |  |  |  |
| Share repurchase program | 308,992 | $83.02 | 308,992 | $2,884 |
| Employee transactions | — | $— | N/A | N/A |
| Total Quarter Ended March 31, 2026 |  |  |  |  |
| Share repurchase program | 6,318,814 | $86.67 | 6,318,814 | $2,884 |
| Employee transactions | — | $— | 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.

- Shares listed under share repurchase program in the table

above primarily include repurchases under the ASR

agreement.

- 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 March 31, 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 March 12, 2026, Bryan Smith, Chief People Officer,

adopted a Rule 10b5-1 trading plan for the sale of up to 7,556

shares of our common stock subject to certain conditions and

which plan expires on June 11, 2027.

## Item 6. [Exhibits](#i73a58f9b25334eb08b5d7d01bb383c28_436) [42](#i73a58f9b25334eb08b5d7d01bb383c28_436)

[SIGNATURES](#i73a58f9b25334eb08b5d7d01bb383c28_307) [43](#i73a58f9b25334eb08b5d7d01bb383c28_307)

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.

2022 Revolving Credit Facility: $1.25 billion senior

unsecured revolving credit facility, which matures on

December 16, 2027

2026 Notes: $500 million aggregate principal amount issued

of 3.850% senior unsecured notes due 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

SERP: Supplemental Executive Retirement Plan

iii

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.

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.

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PART I - FINANCIAL INFORMATION