Filed 2026-02-12 · Period ending 2025-12-31 · 82,643 words · SEC EDGAR
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# NASDAQ, INC. (NDAQ) — 10-K **Filed:** 2026-02-12 **Period ending:** 2025-12-31 **Accession:** 0001628280-26-007703 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1120193/000162828026007703/) **Origin leaf:** 5a20d13fc45f3712520de8bb0682b1986f5dbce3806cc3d21b6b90c2fadade71 **Words:** 82,643 --- | | | | UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_______________________________FORM 10-K | | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the fiscal year ended | December 31, 2025 | | | OR | | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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.) | | | | | 151 W. 42nd Street, | New York, | New York | 10036 | | | (Address of Principal Executive Offices) | (Zip Code) | | Registrants telephone number, including area code: +1 212 401 8700 Securities registered pursuant to Section 12(b) of the Act: | | | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | | Common Stock, $0.01 par value per share | NDAQ | The Nasdaq Stock Market | | | 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 | | Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 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.YesNo 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).YesNo 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 | | Acceleratedfiler | | | | Non-accelerated filer | | Smallerreportingcompany | | | | 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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo As of June 30, 2025, the aggregate market value of the registrants common stock held by non-affiliates of the registrant was approximately $40.6 billion (this amount represents approximately 454.2 million shares of Nasdaq, Inc.s common stock based on the last reported sales price of $89.42 of the common stock on The Nasdaq Stock Market on such date).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 February 3, 2026 | | | Common Stock, $0.01 par value per share | 568,443,856 | shares | | | | | Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | | | | i | | | | | Page | | | PartI. | | | | | | Item1. | Business | 1 | | | | | Item1A. | Risk Factors | 17 | | | | | Item1B. | Unresolved Staff Comments | 31 | | | | | Item1C. | Cybersecurity | 31 | | | | | Item 2. | Properties | 33 | | | | | Item3. | Legal Proceedings | 33 | | | | | PartII. | | | | | Item5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 33 | | | | | Item6. | [Reserved] | 36 | | | | | Item7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 36 | | | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 55 | | | | | Item 8. | Financial Statements and Supplementary Data | 55 | | | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 56 | | | | | Item 9A. | Controls and Procedures | 56 | | | | | Item9B. | Other Information | 58 | | | | | Item9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 58 | | | | | PartIII. | | | | | Item10. | Directors, Executive Officers and Corporate Governance | 58 | | | | | Item11. | Executive Compensation | 58 | | | | | Item12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 58 | | | | | Item13. | Certain Relationships and Related Transactions, and Director Independence | 59 | | | | | Item 14. | Principal Accountant Fees and Services | 59 | | | | | PartIV. | | | | | Item15. | Exhibits and Financial Statement Schedules | 59 | | | | | Item 16. | Form 10-K Summary | 63 | | ii About this Form 10-K Throughout this Form 10-K, 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 BX refers to the cash equity exchange operated by Nasdaq BX, Inc. Nasdaq BX Options refers to the options exchange operated by Nasdaq BX, Inc. 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 as a tool for the reader the following list of abbreviations and acronyms that are used throughout this Annual Report on Form 10-K. 2022 Revolving Credit Facility: $1.25 billion senior unsecured revolving credit facility, which matures on December 16, 2027 2025 Notes: $500 million aggregate principal amount of 5.650% senior unsecured notes paid at maturity on June 28, 2025 2026 Notes: $500 million aggregate principal amount of 3.85% senior unsecured notes due June 30, 2026 2028 Notes: $1 billion aggregate principal amount of 5.350% senior unsecured notes due June 28, 2028 2029 Notes: 600 million aggregate principal amount of 1.75% senior unsecured notes due March 28, 2029 2030 Notes: 600 million aggregate principal amount of 0.875% senior unsecured notes due February 13, 2030 2031 Notes: $650 million aggregate principal amount of 1.650% senior unsecured notes due January 15, 2031 2032 Notes: 750 million aggregate principal amount of 4.500% senior unsecured notes due February 15, 2032 2033 Notes: 615 million aggregate principal amount of 0.900% senior unsecured notes due July 30, 2033 2034 Notes: $1.25 billion aggregate principal amount of 5.550% senior unsecured notes due February 15, 2034 2040 Notes: $650 million aggregate principal amount of 2.500% senior unsecured notes due December 21, 2040 2050 Notes: $500 million aggregate principal amount of 3.25% senior unsecured notes due April 28, 2050 2052 Notes: $550 million aggregate principal amount of 3.950% senior unsecured notes due March 7, 2052 2053 Notes: $750 million aggregate principal amount of 5.950% senior unsecured notes due August 15, 2053 2063 Notes: $750 million aggregate principal amount of 6.100% senior unsecured notes due June 28, 2063 Adenza: Adenza Holdings, Inc. AI: Artificial Intelligence ARR: Annualized Recurring Revenue ASC: Accounting Standards Codification ASR: Accelerated Share Repurchase ASU: Accounting Standards Update ATS: Alternative Trading System AUM: Assets Under Management AWS: Amazon Web Services CAT: A market-wide consolidated audit trail established under an SEC approved plan by Nasdaq and other exchanges CCP: Central Counterparty CFTC: U.S. Commodity Futures Trading Commission EMIR: European Market Infrastructure Regulation Equity Plan: Nasdaq Equity Incentive Plan ESG: Environmental, Social and Governance ESPP: Nasdaq Employee Stock Purchase Plan ETF: Exchange Traded Fund ETP: Exchange Traded Product iii Euro Notes: The 2029, 2030, 2032 and 2033 Notes Exchange Act: Securities Exchange Act of 1934, as amended FASB: Financial Accounting Standards Board FINRA: Financial Industry Regulatory Authority GICS: Global Industry Classification Standard IP: Intellectual property IPO: Initial Public Offering MiFID II: Update to the Markets in Financial Instruments Directive MiFIR: Markets in Financial Instruments Regulation NSCC: National Securities Clearing Corporation OCC: The Options Clearing Corporation OTC: Over-the-Counter PCS: Post-contract Customer Support Proxy Statement: Nasdaqs Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders PSU: Performance Share Unit Regulation NMS: Regulation National Market System Regulation SCI: Regulation Systems Compliance and Integrity SaaS: Software as a Service SEC: U.S. Securities and Exchange Commission SERP: Supplemental Executive Retirement Plan SFSA: Swedish Financial Supervisory Authority SOFR: Secured Overnight Financing Rate S&P: Standard & Poors S&P 500: S&P 500 Stock Index SPAC: Special Purpose Acquisition Company SRO: Self-regulatory Organization SSMA: Swedish Securities Markets Act 2007:528 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 UTP: Unlisted Trading Privileges UTP Plan: Joint SRO Plan Governing the Collection, Consolidation, and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on a UTP Basis 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K 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, including those discussed in the Item 1A. Risk Factors section in this Annual Report on Form 10-K. 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 companys future prospects and make informed investment decisions. This Annual Report on Form 10-K 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 manageour 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 discussed under the caption Part I. Item 1A. Risk Factors in this Annual Report on Form 10-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10- K. You should carefully read this entire Annual Report on Form 10-K, including Part II. Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and the related notes. Except as required by the federal securities laws, we undertake no obligation to update any forward- looking statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. 1 PART I Item 1. Business OVERVIEW Nasdaq is a leading technology platform that powers the worlds economies. We architect the infrastructure of the worlds 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. HISTORY Nasdaq was founded in 1971 as a wholly-owned subsidiary of FINRA. Beginning in 2000, FINRA restructured and broadened ownership in Nasdaq by selling shares to FINRA members, investment companies and issuers listed on The Nasdaq Stock Market. In connection with this restructuring, FINRA fully divested its ownership of Nasdaq in 2006, and The Nasdaq Stock Market became an independent registered national securities exchange in 2007. In February 2008, Nasdaq and OMX AB combined their businesses, leading to a transformational combination and expansion of our company from a U.S.-based exchange operator to a global exchange company offering technology that powers our own exchanges and markets as well as many other marketplaces around the world. Further, our transformation into a leading technology platform that powers the worlds economies gained momentum with the 2021 acquisition of Verafin, followed by the 2023 acquisition of Adenza and its two flagship solutions, AxiomSL and Calypso. The seamless integration of these businesses allowed us to capitalize on our existing divisional structure, consolidated by a singular One Nasdaq go-to-market strategy. GROWTH STRATEGY To enable success in the evolving global financial system, we have established our purpose, vision, and value proposition together with a focused growth strategy: Our Purpose: We advance economic progress for all. Our Vision: We will be the trusted fabric of the worlds financial system. Our Value Proposition: We deliver world-leading platforms that advance the liquidity, transparency, and integrity of the global economy. Our Strategy: Our strategic direction is aimed at optimizing the deployment of resources, human capital, and financial assets towards our most promising growth opportunities. These opportunities, which we identified as substantial and expanding opportunities, included solutions for combating financial crime, compliance solutions, marketplace technology, workflow for investment managers and asset owners as well as insight solutions. Our strengths in technology, proprietary data, analytics, and capital markets expertise, in conjunction with our broad client base and innovative brand has positioned us favorably to meet the evolving demands of our clientele and deliver in a sustainable and scalable way. Through our platforms: We architect the worlds most modern markets: Our platform delivers scalable, interoperable solutions that can minimize friction, strengthen resilience, and enable market operators to drive innovation into local market environments. As a result, we believe our platform delivers highly advanced market infrastructure, enabling deeper liquidity and more seamless flows of capital across markets globally. We power the innovation economy: The worlds most dynamic economies are not defined by geography or size. They are defined by their ability to transform ideas into growth and allowing that innovation to scale. Nasdaq sits at the center of the worlds most dynamic innovation economies. We provide innovators and investors with the infrastructure, investment products, and data and insights that enable innovation to scale and investors to allocate with confidence. We build trust in the financial system: As risk becomes more pervasive, interconnected, and embedded across the financial system, the gap between the speed of risk and the speed of response has widened. Nasdaqs platform can deliver intelligent, integrated solutions that help financial institutions identify and mitigate risk with agility and precision. From regulatory reporting to compliance and financial crime management, our platform helps institutions detect threats early, meet evolving obligations, and protect the integrity of their operations. PRODUCTS AND SERVICES Capital Access Platforms Our Capital Access Platforms segment delivers liquidity, transparency and integrity to the corporate issuer and investment community by empowering our clients to effectively navigate the capital markets, achieve their sustainability goals, and drive governance excellence. We offer a suite of products to assist companies in managing corporate governance standards. Our Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights. 2 Data & Listing Services Our North American and European data products enhance transparency of market activity within our exchanges and provide critical information to professional and non- professional investors globally. 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 internet portals and data distributors. We collect, process, and create information and earn revenues as a distributor of our own, as well as select third- party, content. We provide varying levels of quote and trade information to market participants and to data distributors who in turn provide subscriptions for this information. Our systems enable distributors to gain access to our market depth, order imbalances, market sentiment and other analytical data. We distribute this proprietary market information to both market participants and non-participants through a number of proprietary products, including Nasdaq TotalView, our flagship market depth quote product. We offer TotalView products for The Nasdaq Stock Market and our Nasdaq BX and Nasdaq PSX markets. We also offer Nordic Equity TotalView, Nordic Derivatives TotalView and Nordic Fixed Income TotalView for Nordic markets. We operate several other proprietary services and data products to provide market information, including Nasdaq Basic, a lower cost alternative to the industry Level 1 feed and Nasdaq Canada Basic, a lower cost alternative to other data feeds. We also provide various other data, including data relating to our U.S. equities and options exchanges and Nordic equities, derivatives, fixed income and futures. We operate a variety of listing platforms around the world to provide multiple global capital raising solutions for public companies. Companies listed on our markets represent a diverse array of industries including, among others, healthcare, consumer products, telecommunication services, information technology, financial services, industrials and energy. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Companies seeking to list securities on The Nasdaq Stock Market may do so on one of the three market tiers: The Nasdaq Global Select Market, The Nasdaq Global Market, or The Nasdaq Capital Market. To qualify, companies must meet minimum listing requirements, including specified financial and corporate governance criteria. Once listed, companies must maintain rigorous listing and corporate governance standards. As of December 31, 2025, a total of 5,599 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of December 31, 2025, a total of 4,480 companies listed securities on The Nasdaq Stock Market, with 1,316 listings on The Nasdaq Global Select Market, 1,750 on The Nasdaq Global Market and 1,414 on The Nasdaq Capital Market. In the U.S., we seek new listings from companies conducting IPOs, including SPACs, and direct listings as well as companies looking to switch from alternative exchanges. The 2025 new listings were comprised of the following: | | | The Nasdaq Stock Market | | | Operating company IPOs | 155 | | | SPAC IPOs | 126 | | | Switches from the New York Stock Exchange LLC, or NYSE, and the NYSE American LLC, or NYSE American | 20 | | | Upgrades from OTC | 31 | | | ETPs and Other Listings | 452 | | | Total | 784 | | During 2025, we had 20 new listings resulting from operating companies switching their listings from NYSE or NYSE American to join The Nasdaq Stock Market as well as 5 ETP switches, included in ETPs and other listings in the table above. More than $1,241 billion in global equity market capitalization switched to The Nasdaq Stock Market in 2025. We also offer listings on the exchanges that comprise Nasdaq Nordic and Nasdaq Baltic. For smaller companies and growth companies, we offer access to the financial markets through the Nasdaq First North alternative marketplaces. As of December 31, 2025, a total of 1,119 companies listed securities on our Nordic and Baltic exchanges. Our European listing customers include companies, funds and governments. Customers issue securities in the form of cash equities, depository receipts, warrants, ETPs, convertibles, rights, options, bonds or fixed-income related products. In 2025, a total of 27 new companies listed on our Nordic and Baltic exchanges. Index Our Index business develops and licenses Nasdaq-branded indices and financial products. License fees for our trademark licenses vary by product based on a percentage of underlying assets, dollar value of a product issuance, number of products or number of contracts traded. We also license cash-settled options, futures and options on futures on our indices. As of December 31, 2025, 451 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $882 billion in AUM. Our flagship index, the Nasdaq-100 Index, or NDX, includes the top 100 non-financial companies listed on The Nasdaq Stock Market. More than 100 ETPs worldwide track Nasdaq-100 core indices, which had $640 billion in assets tracking the indices as of December 31, 2025, or 73% of total AUM. We provide index data products based on Nasdaq indices. Index data products include our Global Index Data Service, which delivers real-time and historical index values throughout the trading day, and Global Index Watch/Global Index File Delivery Service, which delivers daily and historical weightings and components data, corporate actions and a breadth of additional data for the indices that we operate. 3 Workflow & Insights Workflow & Insights includes our analytics and corporate solutions products. Our analytics products provide 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 platform, 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. Our eVestment platform has expanded the scale and reach of data assets to meet the evolving needs of clients and enhance the value to asset owners and asset managers, including in the private markets space, with over 80,000 private funds covered. In October 2025, we sold our Solovis business, a financial technology platform offering portfolio monitoring and analytics tools. The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools. Nasdaq Fund Network gathers and distributes daily net asset values from over 100,000 funds and other investment vehicles across North America. Nasdaq Data Link strengthens our position as a leading source for financial, economic, and alternative datasets. Corporate solutions serves both public and private companies and organizations through our Investor Relations Intelligence, Governance Solutions and Sustainability 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. Our Investor Relations Intelligence offerings include a global team of expert consultants that deliver advisory services including Equity Surveillance & Shareholder Analysis, Investor Engagement and Perception Studies, as well as an industry-leading platform, Nasdaq IR Insight, to investor relations professionals and executive teams. These solutions allow investor relations officers and executives to better manage their investor relations programs, understand their investor base, target new investors, manage meetings and consume key data such as investor profiles, equity research, consensus estimates and news. Through our Governance Solutions products, we provide an industry-leading board meeting management platform, Nasdaq Boardvantage, and advisory services that streamline the meeting process for board of directors and executive leadership teams and enable them to accelerate decision making and strengthen governance. Our Sustainability Solutions includes consulting services and purpose built sustainability reporting software. Our advisory practice helps companies analyze, assess and action best practices as it relates to their sustainability programs. Nasdaq Metrio is our cloud-based end-to-end sustainability reporting platform that enables corporates to collect, measure, disclose and communicate investor-grade, audited ESG data efficiently across dozens of raters, rankers and framework organizations to drive strategic outcomes and attract investors. Financial Technology The Financial Technology segment delivers world leading platforms that improve the liquidity, transparency and integrity of the global economy by architecting and operating the worlds best markets. This segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology businesses. We are a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, banks, brokers, buy-side firms and corporate businesses. Through our Financial Technology solutions, we power more than 135 marketplaces (including 19 owned and operated by Nasdaq) and regulators, in more than 55 countries. We serve approximately 3,800 global clients, including all Global Systemically Important Banks, or G-SIBs. Our solutions can handle a wide array of assets, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currencies. Financial Crime Management Technology Financial Crime Management Technology includes our Nasdaq Verafin solution, which delivers a leading anti- financial crime platform improving the integrity and transparency of the financial world. Nasdaq Verafin provides a cloud-based solution to financial institutions for fraud detection and management, anti-money laundering and countering the financing of terrorism compliance and management, high-risk customer management, sanctions screening and management, and information sharing. Nasdaq Verafin has leveraged AI for more than 20 years to deliver industry-leading financial crime management solutions, combining deep domain and technical expertise with consortium data. Nasdaq Verafin's comprehensive solutions help financial institutions tackle complex problems, including payments fraud targeting all payment channels. Our innovative AI-based Targeted Typology Analytics solution examines a range of behavioral, transactional, third- party, and consortium insights for more effective detection of crimes with fewer false positives and high quality results. Our Nasdaq Verafin solution provides the tools to help more than 2,750 North American financial institutions, including G-SIBs, with regulatory compliance as well as detect, investigate and report money laundering and financial fraud. 4 Regulatory Technology Regulatory Technology includes our AxiomSL and surveillance solutions. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, covering more than 170 regulators in more than 60 countries, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSLs cloud-enabled and on-premises solutions support compliance across a wide range of global and local regulations and deliver solutions and services for financial regulatory reporting, liquidity, capital and credit, operations, trade and transaction reporting, and ESG reporting. We also provide professional services which relate to systems implementation and integration as well as advisory services. Our surveillance cloud-enabled and on-premises solution is designed for banks, brokers and other market participants to assist in complying with market rules, regulations and internal market surveillance policies and serves more than 170 clients. We also provide our solution to regulators and exchanges with a robust platform to manage cross-market, cross-asset and multi-venue surveillance. This offering powers surveillance for more than 50 exchanges and 22 regulators. Capital Markets Technology Capital Markets Technology includes our Calypso and market technology solutions as well as trade management services. Calypso is a leading cloud-enabled platform providing cross- asset, front-to-back trading, treasury, risk and collateral management solutions. The Calypso solution provides customers with a single platform designed to enable consolidation, innovation and growth. The platform supports front, middle and back office activities in exchange-traded and OTC instruments and supports multiple financial asset classes and the associated financial instruments. Calypsos software application specializes in capital markets, investment management, risk management, clearing, collateral, treasury and liquidity management. The Calypso platform, leveraging modern technology, is versatile and serves more than 20 central banks and other customers across different industries, including banks, buy- side clients, government-sponsored entities and corporate clients, and can quickly adapt to changing paradigms including new asset classes, regulations, trading venues, and trading and processing workflows. Nasdaqs market technology solutions are utilized by leading markets in North America, Europe, Asia, Middle East, Latin America and Africa. These solutions can handle a wide array of asset classes, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currencies. We continue to develop our business portfolio by extending and migrating our current offerings to the cloud. We provide and deliver mission-critical solutions to market infrastructure operators, which include exchanges, regulators, clearinghouses and central securities depositories. These solutions are designed to cover all aspects of a market operators needs, from trading and clearing to risk management, index development, data, management, testing and quality assurance. In addition to serving the market operators in the core capital markets, there is a demand for mission critical solutions to enable robust operation of new emerging asset classes such as crypto currencies and native digital markets. Our market technology business currently offers its services to several digital assets exchanges, and the SaaS-based Marketplace Services Platform provides next-generation marketplace capabilities spanning the transaction lifecycle to facilitate the exchange of assets, services and information across various types of market ecosystems and machine-to-machine transactions. Our Capital Markets Technology businesses also provide complex delivery management and systems integration. Through our integration services, we can assume responsibility for projects that involve migration to a new system and the establishment of entirely new marketplaces. We also offer operation and support for the applications, systems platforms, networks and other components included in an information technology solution, as well as advisory services. 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 via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. WorkX, a web-based, front-end interface allows market participants to view data, utilize risk management tools, and submit and review trade reports. WorkX enables a seamless workflow and enhanced trade intelligence. In addition, we offer a variety of add-on compliance tools to help market participants comply with regulatory requirements. We 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 certain data centers using millimeter wave and microwave technology. 5 Market Services Our Market Services segment includes our equity derivative trading and clearing, cash equity trading, fixed income, currency and commodities trading. We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. We provide trading services in North America and Europe. In the U.S., we operate six options exchanges: Nasdaq PHLX, The Nasdaq Options Market, Nasdaq BX Options, Nasdaq ISE, Nasdaq GEMX and Nasdaq MRX. These exchanges facilitate the trading of equity, ETF, index and foreign currency options. Our combined options market share in 2025 represented the largest share of the U.S. market for multi-listed equity options. Our options trading platforms provide trading opportunities to retail investors, algorithmic trading firms and market makers, who tend to prefer electronic trading, and institutional investors, who typically require high touch services to execute their trades, which are often performed on our trading floor in Philadelphia. We also operate three cash equity exchanges: The Nasdaq Stock Market, Nasdaq BX and Nasdaq PSX. Our U.S. cash equity exchanges offer trading of both Nasdaq-listed and non-Nasdaq-listed securities. The Nasdaq Stock Market is the largest single venue of liquidity for trading U.S.-listed cash equities. Market participants include market makers, broker- dealers, ATSs, institutional investors, and registered securities exchanges. We also operate a U.S. corporate bond exchange for the listing of corporate bonds. Our Market Services segment also includes revenues from U.S. Tape plans. The plan administrators sell quotation and last sale information for all transactions, whether traded on The Nasdaq Stock Market or other exchanges, to market participants and to data distributors, who then provide the information to subscribers. After deducting costs, the plan administrators distribute the tape revenues to the respective plan participants based on a formula required by Regulation NMS that takes into account both trading and quoting activity. In Canada, we operate an exchange with three independent markets for the trading of Canadian-listed securities: Nasdaq Canada CXC, Nasdaq Canada CX2 and Nasdaq Canada CXD. In Europe, we operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) as Nasdaq Baltic and exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik (Iceland) together with the clearing operations of Nasdaq Clearing, as Nasdaq Nordic. Collectively, the Nasdaq Nordic and Nasdaq Baltic exchanges offer trading in cash equities, depository receipts, warrants, convertibles, rights, fund units and ETFs, as well as trading and clearing of derivatives and clearing of resale and repurchase agreements. Our platform allows the exchanges to share the same trading system, which enables efficient cross- border trading and settlement, cross-exchange membership and a single source for Nordic data products. Settlement and registration of cash equity trading takes place in Sweden, Finland, and Denmark via the local central securities depositories. In addition, Nasdaq owns a central securities depository that provides notary, settlement, central maintenance and other services in the Baltic countries and Iceland. In Europe, Nasdaq Nordic offers trading in derivatives, such as stock options and futures and index options and futures. Nasdaq Clearing offers CCP clearing services for stock options and futures and index options and futures. Nasdaq Fixed Income, or NFI, provides a wide range of products and services, such as trading and clearing, for fixed income products in Sweden, Denmark, Finland, Iceland, Estonia, Lithuania and Latvia. Nasdaq is the largest bond listing venue in the Nordics, with more than 6,000 listed retail and institutional bonds. In addition, Nasdaq Nordic facilitates the trading and clearing of Nordic fixed income derivatives in a unique market structure. Buyers and sellers agree to trades in fixed income derivatives through bilateral negotiations and then report those trades to Nasdaq Clearing. Nasdaq Clearing offers CCP clearing services for fixed- income options and futures and interest rate swaps. Nasdaq Clearing also operates a clearing service for the resale and repurchase agreement market. Nasdaq Commodities is the brand name for Nasdaqs European commodity-related products and services such as trading and clearing. Nasdaq Commodities offerings include derivatives in power, natural gas and carbon emission markets and electricity certificates. These products are listed on Nasdaq Oslo ASA. 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 consideration was received. Migration of open positions are planned to take place by the end of the first quarter of 2026. We expect to wind down the commodities clearing and trading services during the second half of 2026, and the business to be wound down in the months following. Nasdaq Oslo ASA is the commodity derivatives exchange for European products. All trades with Nasdaq Oslo ASA are subject to clearing with Nasdaq Clearing, which offers CCP clearing services for commodities options and futures. 6 We also own a majority stake in Puro.earth, a Finnish-based leading platform for carbon removal. Puro.earth offers engineered carbon removal instruments that are verified and tradable through an open, online platform. Puro.earths marketplace capabilities add to our suite of sustainability- focused technologies and workflow solutions and give our clients further resources to achieve their sustainability objectives. Technology and technological strengths Technology plays a key role in ensuring the growth, reliability and regulation of financial markets. The strength and resiliency of our technology in meeting the advancing demands of our global customer base is vital to the continued success of our business and distinguishes us from our competitors. We strive to be a trusted partner to a diverse range of clients that participate across the global financial ecosystem. We have established a technology risk program to evaluate the resiliency of critical systems, including risks associated with cybersecurity. This program is focused on identifying areas for improvement in systems, and implementing changes and upgrades to technology and processes to minimize future risk. We have continued our focus on improving the security of our technology with an emphasis on new tool deployment for our securities operations team, targeted phishing campaigns and employee awareness. See Item 1A. Risk Factors in this Annual Report on Form 10-K for further discussion. We are committed to the ethical and responsible use of AI in our products, services and business operations. Our AI governance structure aligns the application of AI with our core values through a framework that addresses the new and unique risks that AI technology presents, while enabling us to explore innovation and take advantage of opportunities that AI presents to better serve our customers, advance our business objectives and bring value to our shareholders. Our AI governance framework applies risk management across AI-related product development and business usage in the company through a multi-disciplinary approach. The framework puts into practice Nasdaqs responsible AI usage principles and considers the U.S. National Institute of Standards and Technology AI Risk Management Framework. It is administered through company-wide policies, procedures and supporting preventative and detective controls. We are focused on amplifying the impact that AI has on our business and in our products. We continue to develop products and services using AI, including generative AI, and the use of AI in product development remains a priority for us in 2026. We are currently leveraging AI to further develop products and solutions in areas such as investment analytics, investor relations and fraud and anti-money laundering, as well as to modernize markets with our AI-powered order type. Our Nasdaq Verafin solution leverages data analytics, machinelearning techniques and consortium data to support transaction monitoring, customer risk management and the identification of financial crime risks across multiple payment channels. Our solution is designed to support a range of client needs, from smaller financial institutions using integrated applications to larger institutions accessing specific capabilities through APIs. We continue to enhance the platform with additional automation and AIbased capabilities, including agentic AI, to help support operational efficiency and evolving regulatory and financial crime requirements. We also continue to invest in AI to strengthen our AxiomSL and Calypso solutions. For instance, in our AxiomSL offering we are embedding advanced AI capabilities, from generative AI assistants to machine-learning analytics to enhance user productivity, predictive insights and agility when handling new regulations. We are embedding AI capabilities into our Calypso solution that are expected to directly address the operational and analytical demands of modern financial institutions. In our market surveillance business, we currently use and continue to advance our AI features, machinelearning techniques and extensive market data to identify irregular trading behaviors and potential market abuse across global asset classes. New enhancements include generative AI tools that are designed to streamline alert triage and investigative workflows, supporting improved efficiency and reduced false positives as market and regulatory demands evolve. Within our market technology business, we continue to progress AI deployments to strengthen our Eqlipse platform, a cloud-native suite that spans the full trade lifecycle - trading, clearing, CSD, and data intelligence - and serves as an AI-ready foundationfor advanced analytics and automation. We believe that our focus on AI to enhance features of our existing offerings and in the development of new solutions, together with our significant proprietary data sets and our use of AI to drive internal operating efficiencies, provides us with a competitive advantage. During 2025, Nasdaq continued its shift from traditional on- premises deployments by utilizing and deploying cloud infrastructure. We believe that migrating our exchanges and non-exchange workloads to the cloud, through our partnership with AWS, will result in improved performance and increased flexibility for our customers. We expect to move additional markets to the cloud with AWS during the next several years. The shift to cloud-based markets enables Nasdaq to provide its clients access to enhanced capabilities, including virtual connectivity services, market analytics, machine learning and AI-driven insights. 7 To facilitate the exchange migration to AWS, Nasdaq continues to leverage its Fusion technology platform. Fusion positions Nasdaqs North American and European derivatives markets to manage, operate and deploy a common platform that can be used across our nine Nasdaq derivative markets, while enabling our markets for cloud deployment. We also expect to continue to leverage the cloud-based infrastructure for our market technology clients, assisting such clients in developing their own platforms and customizing their offerings for their local, rapidly changing industry dynamics. In 2025, we advanced our partnership with AWS by introducing a new suite of solutions that are designed to empower market operators to enhance liquidity, facilitate capital flows, and drive growth, while upholding the highest level of performance, security and resilience. The new blueprint includes infrastructure that places AWS compute services in close proximity to exchange and trading systems, with connectivity to AWS Global Regions through AWS Direct Connect and the AWS global network. We also introduced, through Nasdaq Eqlipse, an updated suite of cloudready market technology solutions with standardized APIs with proven interoperability across the full trade lifecycle. Nasdaq Eqlipse will also include a new solution, Nasdaq Eqlipse Intelligence, that includes enhanced data management, analytics and reporting capabilities that are specific to market operators workflows, and that are intended to support a broader use of AI and transform how marketplaces operate. Additionally, we completed another expansion of our existing colocation facility to meet the growing demand of market participants that seek proximity to the Nasdaq trading systems. Our expanded and enhanced facility is designed to provide the optimal environment for the next generation of compute workloads and offer clients access to a wider range of services and capabilities including liquid cooling. In 2025, we also expanded our strategic technology partnership with AWS by providing financial institutions with the option to deploy Nasdaq Calypso as a fully managed service on AWS. This deployment model allows institutions to operate Calypso without maintaining underlying infrastructure, supports more consistent upgrades, and offers a unified environment for trading, risk, margin, collateral management, and related data workflows. The model is intended to help institutions address evolving regulatory and operational requirements, streamline technology architecture, and improve the efficiency of realtime data processing and analytics, including the use of AI. With a continued focus on modernization of our markets, technology, and in meeting the advancing demands of our global customer base, in 2025, Nasdaq announced plans to introduce extended trading hours on the Nasdaq Stock Market. This initiative, known as Global Trading Hours, will create a 23-hour trading day, five days a week and is designed to meet the realities of a connected world while safeguarding the principles that underpin U.S. markets. Nasdaq plans to launch this capability in the second half of 2026, subject to regulatory approval. Moreover, in the third quarter of 2025, Nasdaq filed a proposed rule change with the SEC to enable the trading of tokenized equity securities and ETPs on its platform. The proposal represents a step toward integrating blockchain-based assets into the existing U.S. equities market infrastructure. Competition We are a global, client-focused technology company with expertise in markets and financial technology. We deploy robust technology capabilities and have developed innovative solutions to further address client needs across the financial ecosystem. Our business segments complement each other and we believe that our strong competitive position in large, high-growth markets positions us for sustained growth. Our Value Proposition We operate leading platforms that can improve the liquidity, transparency, and integrity of the global financial ecosystem, allowing us to: Develop efficient and reliable technologies to facilitate and protect the financial system across asset classes; Empower our clients to effectively navigate the capital markets, achieve their sustainability goals, and maintain corporate governance excellence; and Provide data, tools and insights that drive sound decision making while complying with evolving regulatory requirements. Capital Access Platforms Our Data business includes proprietary data products. Proprietary data products are made up exclusively of data derived from each exchanges systems. Competition in the data business is influenced by rapidly changing technology and the creation of new product and service offerings. Our proprietary data products face competition globally from alternative exchanges and trading venues that offer similar products. Our data business competes with other exchanges and third-party vendors to provide information to market participants. Our Listing Services business in both the U.S. and Europe provides a means of facilitating capital formation through public capital markets. There are competing ways of raising capital, and we seek to demonstrate the benefits of listing shares on our exchange. Our primary competitor for larger company stock share listings in the U.S. is NYSE. The Nasdaq Stock Market competes with local and international markets located outside the U.S. for listings of equity securities of both U.S. and non-U.S. companies that choose to list (or dual-list) outside of their home country. For example, The Nasdaq Stock Market competes for listings with exchanges in Europe and Asia. Additionally, we face competition from private equity firms that may elect to keep their portfolio companies as private companies. 8 The Listings Services business in Europe is characterized by a large number of exchanges competing for new or secondary listings. Each country has one or more national exchanges, which are often the first choice of companies in each respective country. For those considering an alternative, competing European exchanges that frequently attract many listings from outside their respective home countries include LSE, Euronext N.V. and Deutsche Brse AG. In addition to the larger exchanges, companies seeking capital or liquidity from public capital markets are able to raise capital without a regulated market listing and can consider trading their shares on smaller markets and quoting facilities. Our Index business offers Nasdaq-branded indices and financial products and faces competition from providers of various competing financial indices. For example, there are a number of indices that aim to track the technology sector and thereby compete with the Nasdaq-100 Index and the Nasdaq Composite Index. We face competition from investment banks, dedicated index providers, markets and other product developers, including S&P Dow Jones Indices, MSCI and FTSE Russell. Workflow & Insights includes our analytics and corporate solutions businesses. Our analytics business faces competition from a broad array of data and analytics suppliers, both established firms and small start-ups. Our corporate solutions business operates in a fragmented competitive landscape. Exchange operators are expanding their reach into investor relations, while our Sustainability and Governance Solutions compete with diverse providers of software, data, and consulting across evolving markets and customer segments. Financial Technology For our Financial Crime Management Technology and trade and market surveillance businesses, competitors include core banking solution providers ranging from small to large, independent solution providers, FinTech start-ups and in- house custom builds. We compete against enterprise solution providers and point solutions for clients with larger AUM. Competitors also include companies that serve multiple industries in addition to financial services with generalized solutions, such as business intelligence tools, data integrators, investigation platforms and software covering the broader compliance lifecycle. Moreover, established technology companies have expanded into financial crime management by offering specialized solutions incorporating advanced data analytics, AI and machine learning technologies. The Financial Crime Management Technology and surveillance offerings compete on a number of factors, including but not limited to, increased workflow efficiency, quality of the data, quality of alerts and pricing. Competitors to our AxiomSL solutions, which support financial, statistical and prudential reporting as well as shareholder disclosures, trade reporting and ESG reporting, include large independent solution providers, inhouse solutions at financial institutions and smaller independent point solution providers. As regulatory reporting becomes more granular and timesensitive, AxiomSL is differentiated by its ability to operate at speed and scale while maintaining consistency across functional business domains. In addition, Nasdaqs deep, inplatform AI integration provides proprietary, domainfocused capabilities, such as automated regulatory coding and intelligent anomaly detection, that are difficult to replicate and support AxiomSLs competitive position. Competitors to our Calypso product, which provides crossasset, fronttoback trading, treasury, risk and collateral management solutions, include enterprise solution providers, local and regional providers focused on smaller clients, and point solution providers, such as pricing libraries and posttrade service providers. For larger clients, including global banks, competition also includes internally developed solutions. Calypso is differentiated by Nasdaqs domainspecific intelligence, proprietary algorithms and deep product integration, which are designed to support scalability and continued relevance as competitors increasingly adopt generic largelanguagemodelbased approaches. Our market technology business competes with exchange operators that develop their own technology as well as with technology providers unaffiliated with exchanges. While many operators historically relied on internally developed systems, an increasing number now purchase technology from third parties to achieve cost efficiencies. As a result, competition includes both exchange operators and independent technology providers offering off-the-shelf solutions for trading, clearing, settlement, depository and information dissemination, along with customization and operational expertise. Our partnership with AWS supports our ability to compete in the development of cloud-based exchange and market technology solutions. Nasdaq's Eqlipse platform is differentiated by its AI-native architecture, which is designed to provide domain-specific, context-aware intelligence across the trade lifecycle as competitors increasingly adopt generic large-language-model-based approaches. Our trade management services business competes with other exchange operators, extranet providers, and data center providers. Market Services We face intense competition in North America and Europe. We seek to provide market participants with greater functionality, trading system stability and performance, high levels of customer service, and efficient pricing. In both North America and Europe, our competitors include other exchange operators, operators of non-exchange trading systems and banks and brokerages that operate their own internal trading pools and platforms. In the U.S., our options markets compete with exchanges operated by Cboe Global Markets, Inc., or CBOE, Miami International Holdings, Inc., or MIAX, Intercontinental Exchange, Inc., or ICE, Members Exchange, or MEMX, and BOX Options Market. In the U.S., our cash equities markets 9 compete with exchanges operated by Cboe, ICE, MIAX, the TXSE Group, The Investors Exchange, MEMX and Long Term Stock Exchange. We also face competition from ATSs, known as dark pools, and other less-heavily regulated broker-owned trade facilitation systems, as well as from other types of OTC trading. In Canada, our cash equities exchange competes principally with exchanges such as the Toronto Stock Exchange, or TSX. Our U.S. Tape plans earn revenue from consolidated data products which are distributed by SEC-mandated consolidators (one for Nasdaq-listed stocks and another for NYSE and other-listed stocks) that share the revenue among the exchanges that contribute data. The consolidated data business is under competitive pressure from other securities exchanges that trade Nasdaq-listed securities. In addition, The Nasdaq Stock Market similarly competes for the tape fees from the sale of information on securities listed on other markets. In Europe, our cash equities markets compete with exchanges such as Euronext N.V., Deutsche Brse AG, London Stock Exchange Group plc, or LSE, and many Multilateral Trading Facilities, or MTFs, such as Cboe, Turquoise and Aquis. Our competitors in the trading and clearing of options and futures on European equities include Eurex, Cboe, ICE Futures Europe and London Clearing House, or LCH. In addition, in equities markets in Europe, we face competition from other broker-owned systems, dark pools, Systematic Internalizers, or SIs, and other types of OTC trading. Competition among exchanges for trading European equity derivatives tends to occur where there is competition in the trading of the underlying equities. In addition to exchange-based competition, we face competition from OTC derivative markets. MiFID II and MiFIR have resulted in further competitive pressure on our European trading business. SIs are attracting a significant share of electronically matched volume and compete aggressively for the trading of equity securities listed on our Nordic exchanges. Different bilateral trading systems pursuing block business also remain active in Europe. Our European fixed income and commodities products and services are subject to competitive pressure from European exchanges and clearinghouses. INTELLECTUAL PROPERTY We believe that our IP assets are important for maintaining the competitive differentiation of our products, systems, software and services, enhancing our ability to access technology of third parties and maximizing our return on research and development investments. To support our business objectives and benefit from our investments in research and development, we actively create and maintain a wide array of IP assets, including patents and patent applications related to our innovations, products and services; trademarks related to our brands, products and services; copyrights in software and creative content; trade secrets; and through other IP rights, licenses of various kinds and contractual provisions. We enter into confidentiality and invention assignment agreements with our employees and contractors, and utilize non-disclosure agreements with third parties with whom we conduct business in order to secure and protect our proprietary rights and to limit access to, and disclosure of, our proprietary information. We own, or have licensed, rights to trade names, trademarks, domain names and service marks that we use in conjunction with our operations and services. We have registered many of our most important trademarks in the U.S. and in foreign countries. For example, our primary Nasdaq mark is a registered trademark that we actively seek to protect in the U.S. and in over 50 other jurisdictions worldwide. Over time, we have accumulated a robust portfolio of issued patents in the U.S. and in many other jurisdictions across the world. We currently hold rights to patents relating to certain aspects of our products, systems, software and services, but we primarily rely on the innovative skills, technical competence and marketing abilities of our personnel. No single patent is in itself core to the operations of Nasdaq or any of its principal business areas. CORPORATE VENTURE PROGRAM We operate a corporate venture program to make minority investments primarily in emerging growth FinTech companies that are strategically relevant to, and aligned with, Nasdaq. Investments are made through the venture program to further our research and development efforts and accelerate the path to commercial viability. We expect that capital invested will continue to be modest and will not have a material impact on our consolidated financial statements, existing capital return or deployment priorities. Since its inception in 2017, our venture program has grown in size and has invested in companies covering various sectors, including data, analytics and workflow technologies, blockchain and digital assets, market infrastructure, anti-financial crime, new marketplaces and enabling technologies. As of December 31, 2025, our investments, which primarily include equity and convertible debt investments, were valued at $257 million. SUSTAINABILITY MATTERS Nasdaq is committed to our long-term governance and sustainability strategy, advocacy and oversight. We continue to engage with internal and external stakeholders at all levels regarding sustainability matters. During 2025, we continued our corporate, community and commercial sustainability efforts, including furthering our commitment to climate and weather-related risk awareness, reducing our environmental impact, building a workplace culture of inclusivity and evolving our portfolio of sustainability-related solutions and services. 10 The Nominating & Governance Committee has formal responsibility and oversight for corporate sustainability policies and programs and receives regular reports on key sustainability matters and initiatives. Our Corporate Sustainability Steering Committee serves as the central coordinating body for our sustainability strategy; it is co- chaired by executive leaders and comprised of a cross- functional group of Nasdaq senior executives. We continue to be committed to our decarbonization and climate strategy. We are working towards our short- and long-term net-zero science-based targets, which were originally set and validated by the Science Based Targets initiative in 2022, and updated and validated in 2025 to reflect Nasdaq's 2023 acquisition of Adenza and the integration of Adenza's operations into Nasdaq's environmental program and climate strategy. In 2025, we were named a CDP A List company for our environmental programs and transparency. In addition, Nasdaq maintained industry leading scores from ESG rating agencies, including a rating of AA, from MSCI placing Nasdaq in MSCIs Leaders category. Our environmental footprint is relatively small due to the nature of our business operations. We remain committed to reducing our environmental impact, focusing on several key areas, including our energy use, the management of our workspaces and how we conduct business travel, and engagement with our value chain. We seek to reduce our atmospheric carbon emissions and we manage our water use and the waste associated with our business operations. We help companies of all maturity levels through our robust combination of technology, tools, data, insights and capital market solutions. Our sustainability-focused solutions are centered around three strategic pillars to meet our clients needs in a rapidly evolving market: Regulatory and climate focused Workflows: A powerful, built-for-purpose sustainability data management platform with user-friendly workflows for regulation and climate strategy needs. AI-powered Insights: Proprietary insights powered by trusted data sources and generative AI to provide our users with a better lens to make faster sustainability decisions. In-house Expertise: In-house sustainability expertise combined with technology to provide full-service support to organizations navigating global compliance requirements, while also monitoring the capital markets. During 2025, we maintained and enhanced our portfolio of sustainability services and solutions for our clients and stakeholders. In 2025, we again requested our existing leading suppliers by spend to attest to our Supplier Code of Ethics. The Supplier Code of Ethics, which is available on our website, encourages our suppliers and vendors to adopt sustainability and environmental practices in line with our published Environmental Practices Statement. Additionally, our new suppliers are required to attest to the Supplier Code of Ethics in connection with the commencement of their engagement. REGULATION We are subject to extensive regulation in the U.S., Canada and Europe. U.S. Regulation U.S. federal securities laws establish a system of cooperative regulation of securities markets, market participants and listed companies. SROs conduct the day-to-day administration and regulation of the nations securities markets under the close supervision of, and subject to extensive regulation, oversight and enforcement by, the SEC. SROs, such as national securities exchanges, are registered with the SEC. This regulatory framework applies to our U.S. business in the following ways: National Securities Exchanges. SROs in the securities industry are an essential component of the regulatory scheme of the Exchange Act responsible for providing fair and orderly markets and protecting investors. The Exchange Act and the rules thereunder, as well as each SROs own rules, impose many regulatory and operational responsibilities on SROs, including the day-to-day responsibilities for market and broker-dealer oversight. Moreover, an SRO is responsible for enforcing compliance by its members, and persons associated with its members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the SRO, including rules and regulations governing the business conduct of its members. Nasdaq currently operates three cash equity, six options markets and one corporate bond market in the U.S. We operate The Nasdaq Stock Market, The Nasdaq Options Market and the Corporate Bond Market pursuant to The Nasdaq Stock Markets SRO license; Nasdaq BX and Nasdaq BX Options pursuant to Nasdaq BXs SRO license; Nasdaq PSX and Nasdaq PHLX pursuant to Nasdaq PHLXs SRO license; and Nasdaq ISE, Nasdaq GEMX and Nasdaq MRX, each of which operates an options market under its own SRO license. As SROs, each entity has separate rules pertaining to its broker-dealer members and listed companies, as applicable. Broker-dealers that choose to become members of our exchanges are subject to the rules of those exchanges. All of our U.S. national securities exchanges are subject to SEC oversight, as prescribed by the Exchange Act, including periodic and special examinations by the SEC. Our exchanges also are potentially subject to regulatory or legal action by the SEC at any time in connection with alleged regulatory violations. We have been subject to a number of 11 routine reviews and inspections by the SEC or external auditors in the ordinary course, and we have been and may in the future be subject to SEC enforcement proceedings. To the extent such actions or reviews and inspections result in regulatory or other changes, we may be required to modify the manner in which we conduct our business, which may adversely affect our business, operating results and financial condition. Section 19 of the Exchange Act provides that our exchanges must submit to the SEC proposed changes to any of the SROs rules, practices and procedures, including revisions to provisions of our certificate of incorporation and by-laws that constitute SRO rules. The SEC will typically publish such proposed changes for public comment, after which the SEC may approve or disapprove the proposal, as it deems appropriate. SEC approval requires a finding by the SEC that the proposal is consistent with the requirements of the Exchange Act and the rules and regulations thereunder. Pursuant to the requirements of the Exchange Act, our exchanges must file with and seek approval from the SEC for, among other things, all proposals to change their pricing structure. Nasdaq conducts real-time market monitoring, certain equity surveillance not involving cross-market activity, most options surveillance, rulemaking, enforcement and membership functions through our Nasdaq Regulation department. We review suspicious trading behavior discovered by our regulatory staff, and depending on the nature of the activity, may refer the activity to FINRA for further investigation. Pursuant to regulatory services agreements between FINRA and our SROs, FINRA provides certain regulatory services to our markets, including some regulation of trading activity and surveillance and investigative functions. Our SROs retain ultimate regulatory responsibility for all regulatory activities performed under regulatory agreements by FINRA, and for fulfilling all regulatory obligations for which FINRA does not have responsibility under the regulatory services agreements. In addition to its other SRO responsibilities, The Nasdaq Stock Market, as a listing market, also is responsible for overseeing each listed companys compliance with The Nasdaq Stock Markets financial and corporate governance standards. Our listing qualifications department evaluates applications submitted by issuers seeking to list their securities on The Nasdaq Stock Market to determine whether the quantitative and qualitative listing standards have been satisfied. Once securities are listed, the listing qualifications department monitors each issuers on-going compliance with The Nasdaq Stock Markets continued listing standards. Broker-dealer regulation. Nasdaqs broker-dealer subsidiaries are subject to regulation by the SEC, the SROs and various state securities regulators. Nasdaq operates three broker-dealers: Nasdaq Execution Services, LLC, NFSTX, LLC, and Nasdaq Capital Markets Advisory LLC. Each broker-dealer is registered with the SEC, a member of FINRA and registered in the U.S. states and territories required by the operation of its business. In addition, we own a minority interest in The NASDAQ Private Market, LLC. Nasdaq Execution Services operates as our routing broker for sending orders from Nasdaqs U.S. cash equity and options exchanges to other venues for execution. NFSTX is a registered ATS and acts as an intermediary to facilitate secondary transactions in certain funds (both registered or not registered under the Investment Company Act of 1940), business development companies, certain closed-end funds and private real estate investment funds. Nasdaq Capital Markets Advisory, or NCMA, is the distributor of product and strategy reports for its affiliate, Nasdaq Fund Network. Nasdaq Fund Network provides a comprehensive pricing, data, and analytics platform for investment products and provides coverage of unit investments trusts in product and strategy reports available to financial professionals and investors. NCMA submits product and strategy reports to FINRAs advertising review department prior to distribution. NCMA is also the distributor of investment strategy literature and research reports generated by its affiliate, Nasdaq Dorsey Wright, or NDW. It performs such functions pursuant to distribution/selling agreements. NDW is a Registered Investment Advisor that provides U.S. advisors proprietary investment strategies and research information. Members of the NDW sales team are registered with NCMA. This allows them to market and sell the suite of Dorsey Wright powered ETPs, along with designated additional ETPs tracking Nasdaq index-linked strategies, to U.S. based advisors and receive bonus compensation tied to the growth of those ETPs. The sales team also sells Nasdaq index-linked ETPs to institutional investors (such as pensions, endowments, and foundations) and facilitates seeding for newly launched Nasdaq index-linked ETPs and receives bonus compensation tied to revenue generated for Nasdaq from such activities. Neither NCMA nor NDW offer investment advice to clients. However, the research arm of NDW has research subscribers. The research tools are offered to assist financial advisors with managing their client portfolios and are not deemed investment advice. The SEC, FINRA and SROs adopt, and require strict compliance with, rules and regulations applicable to broker- dealers. The SEC, SROs and state securities commissions may conduct administrative proceedings which can result in censures, fines, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, its officers or employees. The SEC and state regulators may also institute proceedings against broker-dealers seeking an injunction or other sanction. All broker-dealers have an SRO that is assigned by the SEC as the broker-dealers Designated Examining Authority. The Designated Examining Authority is responsible for examining a broker-dealer for compliance with the SECs financial responsibility rules. FINRA is the current Designated Examining Authority for each of our broker-dealer subsidiaries. Our registered broker-dealers are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with 12 certain minimum capital requirements. As of December 31, 2025, each of our broker-dealers were in compliance with applicable capital requirements. Regulatory contractual relationships with FINRA. Our SROs have signed a series of regulatory service agreements covering the services FINRA provides to the respective SROs. Under these agreements, FINRA personnel act as our agents in performing the regulatory functions outlined above, and FINRA bills us a fee for these services. These agreements ensure that the markets for which we are responsible are properly regulated. In conjunction with these agreements, we also perform certain of these functions ourselves. In addition, our SROs retain ultimate regulatory responsibility for all regulatory activities performed under these agreements by FINRA. Exchange Act Rule 17d-2 permits SROs to enter into agreements, commonly called Rule 17d-2 agreements, approved by the SEC with respect to enforcement of common rules relating to common members. Our SROs have entered into several such agreements under which FINRA assumes regulatory responsibility for various rules or areas covered by agreements. Regulation NMS and Options Intermarket Linkage Plan. We are subject to Regulation NMS for our cash equity markets, and our options markets have joined the Options Intermarket Linkage Plan. These are designed to facilitate the routing of orders among exchanges to create a national market system as mandated by the Exchange Act. One of the principal purposes of a national market system is to ensure that brokers may execute investors orders at the best market price. Both Regulation NMS and the Options Intermarket Linkage Plan require that exchanges avoid trade-throughs, locking or crossing of markets and provide market participants with electronic access to the best prices among the markets for the applicable cash equity or options order. In addition, Regulation NMS requires that every national securities exchange on which an NMS stock is traded and every national securities association act jointly pursuant to one or more national market system plans to disseminate consolidated information, including a national best bid and national best offer, on quotations for transactions in NMS stocks, and that such plan or plans provide for the dissemination of all consolidated information for an individual NMS stock through a single plan processor. The UTP Plan was filed with and approved by the SEC as a national market system plan in accordance with the Exchange Act and Regulation NMS to provide for the collection, consolidation and dissemination of such information for Nasdaq-listed securities. The Nasdaq Stock Market serves as the processor for the UTP Plan pursuant to a contract through October 2029. The Nasdaq Stock Market also serves as the administrator for the UTP Plan. To fulfill its obligations as the processor, The Nasdaq Stock Market has designed, implemented, maintained, and operated a data processing and communications system, hardware, software and communications infrastructure to provide processing for the UTP Plan. As the administrator, The Nasdaq Stock Market manages the distribution of market data, the collection of the resulting market data revenue, and the dissemination of that revenue to plan members in accordance with the terms of the UTP Plan and of Regulation NMS. Regulation SCI. Regulation SCI is a set of rules designed to strengthen the technology infrastructure of the U.S. securities markets. Regulation SCI applies to national securities exchanges, operators of certain ATSs, market data information providers and clearing agencies, subjecting these entities to extensive compliance obligations, with the goals of reducing the occurrence of technical issues that disrupt the securities markets and improving recovery time when disruptions occur. We implemented an inter-disciplinary program to ensure compliance with Regulation SCI. We have also created Regulation SCI policies and procedures, updated internal policies and procedures, and developed an information technology governance program to ensure compliance. Regulation of Registered Investment Advisor Subsidiary. Our subsidiary Nasdaq Dorsey Wright, or NDW, is an investment advisor registered with the SEC under the Investment Advisers Act of 1940. In this capacity, NDW is subject to oversight and inspections by the SEC. Among other things, registered investment advisors like NDW must comply with certain disclosure obligations, advertising and fee restrictions and requirements relating to client suitability and custody of funds and securities. Registered investment advisors are also subject to anti-fraud provisions under both federal and state law. CFTC Regulation. The Dodd-Frank Wall Street Reform and Consumer Protection Act resulted in increased CFTC regulation of our use of certain regulated derivatives products, as well as the operations of some of our subsidiaries outside the U.S. and their customers. Canadian Regulation Regulation of Nasdaq Canada is performed by the Canadian Securities Administrators, an umbrella organization of Canadas provincial and territorial securities regulators. As a recognized exchange in Ontario, Nasdaq Canada must comply with the terms and conditions of its exchange recognition order. While exempt from exchange recognition in each jurisdiction in Canada other than Ontario where Nasdaq Canada carries on business, Nasdaq must also comply with the terms and conditions of an exemption order granted by the other jurisdictions in order to maintain its exemptive status. Oversight of the exchange is performed by Nasdaq Canadas lead regulator, the Ontario Securities Commission. Nasdaq Canada is subject to several national marketplace related instruments which set out requirements for marketplace operations, trading rules and managing electronic trading risk. Exchange terms and conditions include but are not limited to, requirements for governance, regulation, rules and rulemaking, fair access, conflict management and financial viability. 13 European Regulation Regulation of our markets in the European Union and the European Economic Area focuses on matters relating to financial services, listing and trading of securities, clearing and settlement of securities and commodities, as well as issues related to market abuse. We are subject to MiFID II and MiFIR, the European Unions Market Abuse Regulation, which primarily affects our European trading businesses. Many of the provisions of MiFID II and MiFIR are implemented through technical standards drafted by the European Securities and Markets Authority and approved by the European Commission. In addition, in 2016, the European Union adopted legislation on governance and control of the production and use of benchmark indices. The Benchmarks Regulation became effective in the European Union beginning in 2018, and Nasdaq was required to comply as of January 1, 2026 in relation to benchmarks provided by non-European Nasdaq entities as well as European Nasdaq entities to the extent these benchmarks fall within the scope of the Benchmarks Regulation. As the regulatory environment continues to evolve and related opportunities arise, we intend to continue developing our products and services to ensure that the exchanges and clearinghouse that comprise Nasdaq Nordic and Nasdaq Baltic maintain favorable liquidity and offer fair and efficient trading. In addition, proposed rules under MiFID II and MiFIR rules include provisions potentially impacting various parts of Nasdaqs exchanges and data business, including a proposal to establish a European consolidated tape of pre- and/or post- trade data. We are also subject to the Digital Operational Resilience Act, or DORA. The act applies directly to our European regulated entities, as well as indirectly to our provision of information and communications technology services to other European regulated entities subject to DORA. DORA includes requirements on risk management procedures, requirements for procuring information and communication technology services, and ongoing processes to monitor compliance The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations. As a result, we have a strong local presence in each jurisdiction in which we operate regulated businesses. The regulated entities have decision-making power and can adopt policies and procedures and retain resources to manage all operations subject to their license. In Sweden, general supervision of the Nasdaq Stockholm exchange is carried out by the SFSA, while Nasdaq Clearings role as CCP in the clearing of derivatives is supervised by the SFSA and overseen by the Swedish central bank. Additionally, as a function of the Swedish two-tier supervisory model, certain surveillance of the exchange market is carried out by the Nasdaq Stockholm exchange through its surveillance function. Nasdaq Stockholms exchange activities are regulated primarily by the SSMA, which implements MiFID II into Swedish law and which sets up basic requirements for the board of directors of the exchange and the exchanges share capital, and which also outlines the conditions on which exchange licenses are issued. The SSMA also provides that any changes to the exchanges articles of association following initial registration must be approved by the SFSA. Nasdaq Clearing holds the license as a CCP under EMIR. The SSMA requires exchanges to conduct their activities in an honest, fair and professional manner, and in such a way as to maintain public confidence in the securities markets. When operating a regulated market, an exchange must apply the principles of free access (i.e., that each person which meets the requirements established by law and by the exchange may participate in trading), neutrality (i.e., that the exchanges rules for the regulated market are applied in a consistent manner to all those who participate in trading) and transparency (i.e., that the participants must be given prompt, simultaneous and correct information concerning trading and that the general public must be given the opportunity to access this information). Additionally, the exchange operator must identify and manage the risks that may arise in its operations, use secure technical systems and identify and handle the conflicts of interest that may arise between the exchange or its owners interests and the interest in safeguarding effective risk management and secure technical systems. Similar requirements are set up by EMIR in relation to clearing operations. The SSMA also contains the framework for both the SFSAs supervisory work in relation to exchanges and clearinghouses and the surveillance to be carried out by the exchanges themselves. The latter includes the requirement that an exchange should have an independent surveillance function with sufficient resources and powers to meet the exchanges obligations. That requires the exchange to, among other things, supervise trading and price information, compliance with laws, regulations and good market practice, participant compliance with trading participation rules, financial instrument compliance with relevant listing rules and the extent to which issuers meet their obligation to submit regular financial information to relevant authorities. Due to the underlying EU regulation, the regulatory requirements in the other Nordic and Baltic countries in which a Nasdaq entity has a trading venue are similar to the requirements in Sweden described above. The supervisory authorities in Sweden, Iceland, Denmark, Finland and Norway all cooperate to safeguard effective and comprehensive supervision of the exchanges comprising Nasdaq Nordic and the systems operated by it, and to ensure a common supervisory approach. 14 Nasdaq owns a central securities depository known as Nasdaq CSD SE (Societas Europaea) that provides notary, settlement, central maintenance and other services in the Baltic countries and in Iceland. Nasdaq CSD SE is licensed under the European Central Securities Depositories Regulation and is supervised by the respective regulatory institutions. We operate a licensed exchange, Nasdaq Oslo ASA, in Norway that trades and lists commodity derivatives. Although Norway is not a member of the EU, as a result of the European Economic Area, or EEA, agreement (entered into between the EU and European Free Trade Association) the regulatory environment is broadly similar to what applies in EU member states. Since Norway has adopted legislation mirroring the provisions of MiFID II and MIFIR, the regulatory environment in Norway is similar to Sweden. The Financial Supervisory Authority of Norway supervises the Norwegian exchange on an autonomous basis and the Norwegian exchange also has a separate market surveillance function overseen by the Financial Supervisory Authority. Following the sale and migration of the commodity derivatives business to Cassa Di Compensazione e Garanzia S.p.A. (Euronext Clearing), Nasdaq Oslo ASA is planning to wind down and cease operations in the second half of 2026. Once operations have ceased, the relevant licenses of Nasdaq Oslo ASA will be returned. Confidence in capital markets is paramount for trading to function properly. Nasdaq Nordic carries out market surveillance through an independent unit that is separate from the business operations. The surveillance work is conceptually organized into two functions: one for the review and admission of listing applications and surveillance activities related to issuers (issuer surveillance) and one for surveillance of trading (trading surveillance). The real-time trading surveillance for the Finnish, Icelandic, Danish and Swedish markets has been centralized in Stockholm. In addition, there are designated personnel who carry out surveillance activities at Nasdaq Oslo and the three Baltic exchanges. In Finland, Sweden and Estonia, decisions to list new companies on the main market are made by listing committees that have external members in addition to members from each respective exchange and in the other countries the decision is made either by the respective president of the exchange or by the executive board. If there is suspicion that a listed company or member has acted in breach of exchange regulations, the matter is handled by the respective surveillance department. Serious breaches are considered by the respective disciplinary committee in Denmark, Finland, Iceland, Sweden and Norway. Suspected insider trading is reported to the appropriate authorities in the respective country. In the United Kingdom, The Nasdaq Stock Market, Nasdaq Oslo ASA, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, and Nasdaq Helsinki Ltd are each subject to regulation by the Financial Conduct Authority as Recognised Overseas Investment Exchanges. Nasdaq Clearing is registered as a recognized third country CCP with the Bank of England under the temporary recognition regime. The registration became effective on December 31, 2020 and lasts until December 31, 2026 (which may be extended further), during which time Nasdaq Clearing may continue to act as a CCP vis-a-vis UK members. Nasdaq Clearing has submitted its application for permanent recognition and is awaiting further information as to the process and timeline from the Bank of England. HUMAN CAPITAL MANAGEMENT Nasdaq has continued to strengthen our commitment to, and investment in, attracting, retaining, developing and motivating our employees during 2025. We also continued our efforts to create an inclusive work environment of equal opportunity, where employees feel respected and valued for their contributions, and where Nasdaq and its employees have opportunities to make positive contributions to our local communities. Additional information regarding our human capital management matters can be found in our annual Sustainability Report, which will be available on our website later in 2026. Our Sustainability Report and other information on our website are not incorporated by reference into this Annual Report on Form 10-K. As of December 31, 2025, Nasdaq had 9,525 full and part- time employees, including employees of non-wholly owned consolidated subsidiaries. Flexible and Hybrid Workplace The majority of our employees balance their time between several days in the office and several days working from home, contributing to a positive work-life balance. In addition to vacation time, we provide every employee six paid flex days per year, to be used as extra vacation days for mental health, family time, or any other purpose. We have found this flexibility has contributed both to our high engagement scores among current employees, as well as a positive element in attracting new talent to join Nasdaq. Talent Management and Development We continued to increase our efforts in attracting and retaining our employees. Nasdaq seeks to hire world-class and innovative talent across the globe. 15 In 2025, our internal employee engagement score, based on our biannual employee engagement surveys, which most recently had a 94% participation rate, reached its record high rating of 81% favorable, with 14% neutral, placing us in the top 10% of tech companies, according to our survey provider. Our workforce voluntary attrition rate during 2025 was approximately 5.6%, which was nearly one percentage point lower than 2024. We expanded our leadership development offerings in 2025, launching the Elevate: Empowering Leaders. Driving Impact strategy and piloting new programs for aspiring and current managers across multiple regions. Our formal leadership curriculum was complemented by peer coaching circles, executive coaching, and the continued Manager Forum series, facilitated by our Chair and CEO and other senior leaders. In June 2025, we launched the Accelerating Manager Potential program to drive management excellence throughout our leadership ranks. More than half of all managers attended the program in 2025, with the remainder expected to complete the program in the first half of 2026. Nasdaq accelerated its adoption of AI and digital tools in 2025. We facilitated workshops, piloted AI-powered agent solutions, and established our AI Champions community. These efforts further embedded digital skills into our culture and operations, with a significant portion of employees participating in AI training and enablement programs. We maintained our commitment to professional development by offering access to a wide range of learning opportunities, including access to multiple eLearning platforms, tuition assistance, external training sponsorship and mentoring programs. Our AI-driven Career Hub continued to match employees to internal training, mentors, projects, and roles, supporting career satisfaction and internal mobility. To reward our employees at various stages of their tenure with Nasdaq, we continued our anniversary recognition program that, for major milestones, recognition on our Nasdaq Tower in Times Square. Additionally, our peer-to- peer employee recognition program rewards employees and highlights recognized employees on our internal social media channels, further amplifying the recognition. Our Employee Culture At Nasdaq, three pillars guide our employee culture: Employee Experience, Cultural Alignment, and Business Integration. Employee Experience: We strive to ensure every team member has access to tools, support, and development so they can perform at their best. Our focus is on creating a consistent experience rooted in transparency and opportunity. Cultural Alignment: We reinforce the shared values and behaviors that define how we work, lead, and grow together. These values are built into how we hire, recognize contributions, and support one another, fostering a respectful, collaborative environment. Business Integration: We embed inclusive practices into our everyday operationsfrom how we make decisions to how we manage talent. By focusing on objectivity and fairness, we aim to drive impact at scale while upholding the highest standards of compliance and integrity. Workplace Demographics Our global female employee base in 2025 was approximately 36%. Our minority representation in the U.S., which includes Asian, Black/African American, Hispanic/Latino, Multiracial, Native American, Native Hawaiian, and Pacific Islander employees, was approximately 33% in 2025. Gender and Ethnicity Data as of December 31, 2025 are presented below: * In the chart above, the Not disclosed percentage includes employees that have chosen not to disclose and race and ethnicities that are less than 1.0% of our total employee headcount. 16 Compensation and Benefits Our Total Rewards program is designed to attract, retain, and empower employees to successfully execute our growth strategy and our mission to better serve our clients. Our comprehensive Total Rewards program reflects our commitment to protecting our employees health, well-being and financial security. Our pay-for-performance compensation programs includes market-competitive base salaries, annual bonuses or sales commissions, and equity grants. The majority of our employees are granted annual, long-term equity awards, enabling them to be owners of the company, committed to our long-term success and aligning their interests with the short-term and long-term interests of our shareholders. Beyond compensation, we offer a suite of programs, benefits, perquisites, and resources. Our core benefits include health (medical, dental, and vision) and risk insurances (life and disability), retirement plans, and an employee stock purchase plan. We also offer robust paid time-off benefits which include vacation, incidental sick days and parental leave. In addition, all Nasdaq employees, regardless of their location in any of our global offices, are offered paid time off for key life events such as bereavement leave and volunteer days. Our North American employees continue to have access to our flexible time off policy. These programs, coupled with our hybrid work schedules, are designed to meet the various needs of our workforce. In 2025, we continued to build awareness of our wellness programs and increase support to our employees through on- site and virtual events and the launch of Lyra Health, our new mental health and wellbeing provider. The launch of Lyra Health provided employees with a number or mental health workshops and resources. The benefits team also continued providing well-being moments, which are monthly reminders shared in employee newsletters and town hall meetings to improve the physical, mental and financial health of our employees in their personal and professional life. Community Involvement Nasdaqs Purpose initiative comprises our philanthropic, community outreach, entrepreneurial support and employee volunteerism programs, all designed to leverage our unique place at the center of capital creation, markets, and technology and drive stronger economies, more equitable opportunities and contribute to a more sustainable world. Through our Purpose@Work Corporate Responsibility Program, we have committed to supporting the communities in which we live and work by providing eligible full and part- time employees with two paid days off per year to volunteer. We also match charitable donations of all Nasdaq employees and contractors up to $1,000, or more in certain circumstances, per calendar year.In 2025, Nasdaq employees raised over $580,000, including donations and matches, supporting more than 800 charities worldwide. During 2025, Nasdaq held its inaugural Nasdaq Month of Impact: Empowering Purpose, Strengthening Communities. As part of our commitment to driving economic progress, Nasdaqs Month of Impact is our way of celebrating and observing Financial Literacy Awareness Month and Global Volunteer Month. Combining the core focus areas of enhancing financial literacy and promoting global volunteerism enables Nasdaq to create a more significant and positive impact within our communities. Additionally, Nasdaq also hosted its third annual Economic Opportunity Summit, focusing on the theme Driving Purposeful Growth, which convened industry leaders, researchers, and change-makers to explore how we can expand access to opportunity, revitalize communities, and build a more prosperous future for all. During 2025, the Nasdaq Foundation provided grants to 20 organizations that share our same mission. These grants were awarded to, among others: Restore NYC, whose entrepreneurship services support survivors of trafficking in exploring business ownership as a pathway to economic independence; The Center on Rural Innovation, which will help rural entrepreneurs build, test, and implement AI-driven solutions for their startups; and Maryland Philanthropy Network, in partnership with Community Wealth Builders, whose innovative financial empowerment program will empower the local Baltimore community. NASDAQ WEBSITE AND AVAILABILITY OF SEC FILINGS We file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. Our website is nasdaq.com and our Investor Relations website is ir.nasdaq.com. Information on these websites are not a part of this Form 10-K. In addition to these websites, we use social media to communicate to the public. We encourage investors and others interested in Nasdaq to review the information we post on social media channels, as we may use our Investor Relations website and these other channels as means of disclosing material information in compliance with Regulation FD. We make available free of charge on our website, or provide a link to our SEC filings, including our Forms 10-K, Forms 10-Q and Forms 8-K and any amendments to these documents, that are filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. To access these filings, go to our website and click on Financials then click on SEC Filings. 17 Item 1A. Risk Factors The risks and uncertainties described below 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. If any of the following risks actually occur, our business, financial condition, or operating results could be adversely affected. RISKS RELATED TO OUR BUSINESS AND INDUSTRY Economic conditions and market factors, which are beyond our control, may adversely affect our business and financial condition. Our business performance is impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory shifts, pandemics and other factors that are generally beyond our control. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. Adverse market conditions could reduce customer demand for our services and the ability of our customers, lenders and other counterparties to meet their obligations to us. Poor economic conditions may result in a reduction in the demand for our products and services, including data, indices and corporate solutions, or could result in a decline in the number of IPOs, reduced trading volumes or values and deterioration of the economic welfare of our listed companies, which could cause an increase in delistings. The demand for our Regulatory Technology, Capital Markets Technology and Financial Crime Management Technology offerings are primarily influenced by regulatory changes and the financial strength and growth plans of our clients at any given time, and such demand may be adversely affected by economic, political and geopolitical market conditions. Trading volumes and values are driven primarily by general market conditions and declines in trading volumes or values may affect our market share and impact our pricing. In addition, our Market Services businesses receive revenues from a relatively small number of customers concentrated in the financial industry, so any event that impacts one or more customers or the financial industry in general could impact our revenues. The number of listings on our markets is primarily influenced by factors such as investor demand, the global economy, available sources of financing, and tax and regulatory policies. Adverse conditions or regulatory changes may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching IPOs, including SPACs, and direct listings. While the number of IPOs on our exchanges increased in 2025 as compared to 2024, there is no assurance that demand for IPOs will continue at the same or higher rate. Our Capital Access Platforms segment may be significantly affected by global economic conditions. Professional subscriptions to our data products are at risk if staff reductions occur in financial services companies or if our customers consolidate, which could result in significant reductions in our professional user revenue or expose us to increased risks relating to dependence on a smaller number of customers. In addition, adverse market conditions may cause reductions in the number of non-professional investors with investments in the market and in ETP AUM tracking Nasdaq indices as well as trading in futures linked to Nasdaq indices. There may be less demand for our analytics, corporate solutions, financial technology solutions and risk and regulatory products and services if global economic conditions weaken. Our customers historically reduce purchases of new services and technology when growth rates decline, thereby diminishing our opportunities to sell new products and services or upgrade existing products and services. Additionally, during a global economic downturn, or periods of economic, political or regulatory uncertainty, our sales cycle may become longer or more unpredictable due to customer budget constraints or unplanned administrative delays to approve purchases. A reduction in trading volumes or values, market share of trading, the number of our listed companies, or demand for our products and services due to economic conditions or other market factors could adversely affect our business, financial condition and operating results. The industries we operate in are highly competitive. We face significant competition in our Capital Access Platforms, Financial Technology and Market Services segments from other market participants. We face intense competition from other exchanges and markets for market share of trading activity and listings as well as from numerous financial services and technology companies for our Capital Access Platforms and Financial Technology products and services. This competition includes both product and price competition. Our proposed new offerings to compete in this evolving market, including for the trading of tokenized equity securities and ETPs and the extension of trading hours, may not be successful. The modernization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition. As a result, both in the U.S. and in other countries, the competition among exchanges and other execution venues has become more intense. Marketplaces in both U.S. and Europe have also merged to achieve greater economies of scale and scope. Changes introduced to Nasdaq's products and services to compete effectively may be unsuccessful. 18 Regulatory changes also have facilitated the entry of new participants in the European Union that compete with our European markets. The regulatory environment, both in the U.S. and in Europe, is structured to maintain this environment of intense competition. In addition, a high proportion of business in the securities markets is becoming concentrated in a smaller number of institutions and our revenue may therefore become concentrated in a smaller number of customers. We also compete globally with other regulated exchanges and markets, ATSs, MTFs and other traditional and non- traditional execution venues. Some of these competitors also are our customers. Competitors may develop market trading platforms that are more competitive than ours. Competitors may leverage data more effectively or enter into strategic partnerships, mergers or acquisitions that could make their trading, listings, clearing, data or technology businesses more competitive than ours. We face intense price competition in all areas of our business. In particular, the trading industry is characterized by price competition. We have in the past lowered prices, and in the U.S., increased rebates for trade executions to attempt to gain or maintain market share. These strategies have not always been successful and have at times hurt operating performance. Additionally, we have also been, and may once again be, required to adjust pricing to respond to actions by competitors and new entrants, or due to new SEC regulations, which could adversely impact operating results. We also compete with respect to the pricing of data products and with respect to products for pre-trade book data and for post-trade last sale data. If we are unable to compete successfully in the industries in which we do business, our business, financial condition and operating results will be adversely affected. System limitations or failures could harm our business. Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them. If new systems fail to operate as intended or our existing systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. We could experience a systems failure due to human error by our employees, contractors or vendors, electrical or telecommunications failures or disruptions, hardware or software failures or defects, cyberattacks, sabotage or similar unexpected events. These consequences could result in service outages, including to our exchanges, lower trading volumes or values, financial losses, decreased customer satisfaction, litigation and regulatory sanctions. Our products, markets and the markets that rely on our technology have experienced system failures and delays in the past and we could experience future system failures and delays. Although we maintain multiple computer facilities, and leverage third party cloud providers, that are designed to provide redundancy and back-up to reduce the risk of system disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate. If trading volumes increase unexpectedly or other unanticipated events occur, we may need to expand and upgrade our technology, transaction processing systems and network infrastructure. We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner. While we have programs in place to identify and minimize our exposure to technology and communication system vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future. Any issue that causes an interruption in services, including to our exchanges; decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results. We must continue to introduce new products, initiatives and enhancements to maintain our competitive position. We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new products, initiatives and enhancements to existing products, including, for example, expanded trading hours on our exchanges. If these products and initiatives are not successful or their launches are delayed, we may not be able to offset their costs, which could have an adverse effect on our business, financial condition and operating results. In our technology operations, we have invested substantial amounts in the development of system platforms, the rollout of our platforms and the adoption of new technologies, including cloud-based infrastructure and AI. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments. If we fail to generate adequate revenue from planned system platforms or the adoption of new technologies, or if we fail to do so within the envisioned timeframe, it could have an adverse effect on our results of operations and financial condition. In addition, clients may delay purchases in anticipation of new products or enhancements. We may allocate significant amounts of cash and other resources to product technologies or business models for which market demand is lower than anticipated. In addition, the introduction of new products by competitors, the emergence of new industry standards or the development of entirely new technologies to replace existing product offerings could render our existing or future products obsolete. 19 A decline in trading and clearing volumes or values or market share will decrease our trading and clearing revenues. Trading and clearing volumes and values are directly affected by economic, political and market conditions, broad trends in business and finance, unforeseen market closures or other disruptions in trading, the level and volatility of interest rates, inflation, changes in price levels of securities and the overall level of investor confidence. Over the past several years, trading and clearing volumes and values across our markets have fluctuated significantly depending on market conditions and other factors beyond our control. Because a significant percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is likely that a general decline in trading and clearing volumes or values would lower revenues and may adversely affect our operating results if we are unable to offset falling volumes or values through pricing changes. Declines in trading and clearing volumes or values may also impact our market share or pricing structures and adversely affect our business and financial condition. If our total market share in securities decreases relative to our competitors, our venues may be viewed as less attractive sources of liquidity. If our exchanges are perceived to be less liquid, then our business, financial condition and operating results could be adversely affected. Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. Declines in market share also could result in issuers viewing the value of a listing on our exchanges as less attractive, thereby adversely affecting our listing business. Finally, declines in market share of Nasdaq-listed securities, or recently adopted SEC rules and regulations, could lower The Nasdaq Stock Markets share of tape pool revenues under the consolidated data plans, thereby reducing the revenues of our U.S. Tape plans business. Our role in the global marketplace positions us at greater risk for a cyberattack. Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. Foreign governments may seek to obtain a foothold in U.S. critical infrastructure, hacktivists may seek to deploy denial of service attacks to bring attention to their cause, insiders may pose a risk of human error or malicious activity and criminal organizations may seek to profit by gaining control of company systems or accounts or from stolen data via ransomware or other means, such as social engineering, including deepfake scams, compromised business email or other methods. Our hybrid work model and our global footprint elevate cybersecurity and operational risks, particularly in geographies with adversary nation-states and/ or unreliable law enforcement. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. During periods of war or global geopolitical uncertainty, cyber threats may increase from foreign governments or hacktivists to our exchange infrastructure and offerings, and to our vendors and international employees. While we continue to employ and invest resources to monitor our systems and protect our infrastructure, these measures may prove insufficient due to the continuously evolving nature of threat activity. Any system issue, whether as a result of an intentional breach, collateral damage from a cybersecurity incident involving our supply chain vendors, a negligent or malicious act by an insider, or the use of AI by bad actors, including the use of such tools to engage in social engineering or similar activities, or due to a cybersecurity breach of a customer that results in a loss of our data or compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our IP or sensitive data; lower trading volumes or values, significant liabilities, litigation or regulatory fines; or otherwise have a negative impact on our business, our products and services, financial condition and operating results. A system breach may go undetected for an extended period of time. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations. As cybersecurity threats continue to increase in frequency and sophistication, and as the domestic and international regulatory and compliance structure related to information, cybersecurity, data privacy, resiliency and data usage becomes increasingly complex and exacting, we may be required to devote significant additional resources to strengthen our cybersecurity capabilities, and to identify and remediate any security vulnerabilities. Compliance with laws and regulations concerning cybersecurity, data privacy, resiliency and data usage could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties. Costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results. Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regardingcybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations. 20 The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry. Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers. The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms and, where relevant, our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in emerging technology and customer preferences, such as trading and settlement of tokenized equity securities and ETP's or extended trading hours on our exchanges, or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results. Our AI initiatives and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results. We have made, and are continuing to make, significant investments in AI including generative AI and agentic AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, financial reporting, and investment analytics solutions, and to enhance and refine our internal business operations. As generative and agentic AI are new and evolving technologies in the early stages of commercial use, there are significant risks involved in the development and deployment of these technologies, and there can be no assurance that the use of AI will enhance our products or services or improve our business or operating results. Market acceptance of generative and agentic AI technologies is evolving, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, autonomous decision-making or action, IP infringement, the ability to obtain IP protection, misappropriation or leakage of IP, defamation, data privacy, and cybersecurity, among others. As we integrate third-party AI models into our product initiatives and offerings, we face risks in how such third-party AI models were developed and deployed, including situations in which the third-party may lack a proper license or consent for the training data used for their model, or used insufficient safeguards regarding harmful content, accuracy, bias or other variables of the data. The use and availability of third-party AI models in our solutions may give rise to legal liability, including IP infringement claims. In addition, these risks include the possibility of the introduction of new or enhanced laws or regulations or novel enforcement of existing laws to uses of AI, for which compliance may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI, including third-party AI models used in our products or solutions, may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results. Failure to attract and retain key personnel may adversely affect our ability to conduct our business. Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers, technology personnel and global talent, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, changes in immigration policy and laws, regulations regarding employee mobility and international travel, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all. 21 We are exposed to credit, liquidity and counterparty risks from our clearinghouse operations and third-party relationships that could adversely affect our financial position and results of operations. Our clearinghouse operations expose us to counterparty and liquidity risks, including potential defaults by clearing members and insufficiencies in margins or default funds. We guarantee cleared contracts and assume counterparty risk for all transactions cleared through Nasdaq Clearing, including equity-related and fixed-income derivatives, commodities, and repurchase agreements. While we enforce minimum financial criteria for clearing membership eligibility, require members and investors to provide collateral, and maintain established risk policies and clearing capital resources, these measures do not provide absolute assurance against defaults by our counterparties or financial losses, or that collateral provided is sufficient at all times. Additionally, we face credit risk from customers, counterparties, clearing agents, and transaction and subscription-based revenues billed in arrears, as these parties may default due to bankruptcy, lack of liquidity, operational failure, or other reasons. The financial distress or failure of counterparties could result in negative financial impact, reputational harm, regulatory consequences, litigation or regulatory enforcement actions. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations. Stagnation or decline in the listings market could have an adverse effect on our revenues. The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, either due to market factors or our listing standard changes, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues. Our corporate solutions business is also impacted by declines in the listings market or increases in acquisitions, privatizations or bankruptcies as there may be fewer publicly-traded customers that need our products. RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions. We must rationalize, coordinate and integrate the operations of our acquired businesses. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include: difficulties, costs or complications in combining the companies operations, including technology platforms, security measures and infrastructure or regulatory or legal non-compliance that may need greater remediation than anticipated, which could lead to us not achieving the synergies or efficiencies we anticipate or customers not renewing their contracts with us as we migrate platforms; incompatibility of systems and operating methods; reliance on, or provision of, transition services; inability to use capital assets efficiently to develop the business of the combined company and achieve revenue growth, including cross-sell activity; difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting; resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures; the diversion of managements attention from ongoing business concerns and other strategic opportunities; difficulties in operating businesses we have not operated before; difficulties of integrating multiple acquired businesses simultaneously; the retention of key employees and management; the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act; the coordination of geographically separate organizations; the coordination and consolidation of ongoing and future research and development efforts; possible tax costs or inefficiencies associated with integrating the operations of a combined company; the retention of strategic partners and attracting new strategic partners; and negative impacts on employee morale and performance as a result of job changes and reassignments. 22 Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition. For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions. Any actual efficiencies and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions. We rely on third parties to perform certain functions, and our business could be adversely affected if these third parties fail to perform as expected or experience service interruptions affecting our operations. We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair our services or their delivery and harm our business. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions that are favorable to us, and a transition from one vendor to another vendor could be difficult or costly due to the complexity of our operations. Certain of our vendors may also be affected by the same disruptions affecting us, further amplifying the impact of an outage or service interruption on our offerings. To the extent that any of our vendors or other third-party service providers experience difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or fails or delays for any reason to perform their obligations, including due to geopolitical instability, our business or our reputation may be materially adversely affected. Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks. As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases. If our cloud services from third party providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results. AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. While certain of our offerings were affected by the AWS outage in October 2025, the outage did not affect trading on our exchanges. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of the relevant workload to, or the availability of the relevant service on, the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results. We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market-making activities, our business or our reputation may be materially adversely affected. We may be required to recognize impairments of our goodwill, intangible assets or other long-lived assets in the future. Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2025, goodwill totaled $14.4 billion and intangible assets, net of accumulated amortization, totaled $6.5 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements. We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates. We may experience future events that may result in asset impairments. Future disruptions to our business, prolonged economic weakness, due to pandemics or otherwise, or significant declines in operating results at any of our reporting units or businesses, may result in impairment charges to goodwill, intangible assets or other long-lived assets. A significant impairment charge in the future could have a material adverse effect on our operating results. 23 Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities. Over the past several years, acquisitions, have been, or could be, significant factors in our growth. We have also divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Our competitors may have greater financial resources than we have to pursue certain acquisitions. We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. We generally do not have operational control of these entities and may have limited visibility into risk management practices. We may be subject to financial and reputational risks if there are operational failures at such companies. We may finance future transactions by issuing additional equity and/or debt. The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially. Additional debt may reduce our liquidity, curtail our access to financing markets, impact our standing with credit rating agencies and increase the cash flow required for debt service. Any incremental debt incurred to finance a transaction could also place significant constraints on the operation of our business. Furthermore, any future transactions could entail a number of additional risks, including: the inability to maintain key pre-transaction business relationships; increased operating costs; the inability to meet our target for return on invested capital; increased debt obligations, which may adversely affect our targeted debt ratios; changes in our credit rating and financing costs; risks to the continued achievement of our strategic direction; risks associated with divesting employees, customers or vendors when divesting businesses or assets; declines in the value of investments; exposure to unanticipated liabilities, including after a transaction is completed; incurred but unreported claims for an acquired company; and difficulties in realizing projected efficiencies and synergies. RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCES A downgrade of our credit rating could increase the cost of our funding from the capital markets. Our debt is currently rated investment grade by two of the major rating agencies. These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including conditions affecting our industry generally. There can be no assurance that we will maintain our current ratings. Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the cost and other terms upon which we are able to obtain funding and increase our cost of capital. A reduction in credit ratings would also result in increases in the cost of our commercial paper and other outstanding debt as the interest rate on the outstanding amounts under our credit facilities and our senior notes fluctuates based on our credit ratings. Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing. Our indebtedness as of December 31, 2025 was $9.0 billion. We may borrow additional amounts by utilizing available liquidity under our existing credit facilities, issuing additional debt securities or issuing short-term, unsecured commercial paper notes through our commercial paper program. Our leverage and reliance on the capital markets could: reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness; increase our exposure to a continued downturn in general economic conditions; place us at a competitive disadvantage compared with our competitors with less debt; affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and increase our cost of debt and reduce or eliminate our ability to issue commercial paper. In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our 24 credit facilities could result in an event of default. If an event of default or cross-default occurs, and we are unable to receive a waiver of default, our lenders may increase our borrowing costs, restrict our ability to obtain additional borrowings and accelerate repayment of all amounts outstanding. We will need to invest in our operations to maintain and grow our business and to integrate acquisitions, and we may need additional funds, which may not be readily available. We depend on the availability of adequate capital to maintain and develop our business. Although we believe that we can meet our current capital requirements from internally generated funds, cash on hand and borrowings under our revolving credit facility and commercial paper program, if the capital and credit markets experience volatility, access to capital or credit may not be available on terms acceptable to us or at all. Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities. Limited access to capital or credit in the future could have an impact on our ability to refinance debt, maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions. If we are unable to fund our capital or credit requirements, it could have an adverse effect on our business, financial condition and operating results. In addition to our debt obligations, we will need to continue to invest in our operations for the foreseeable future to integrate acquired businesses and to fund new initiatives. If we do not achieve the expected operating results, we will need to reallocate our cash resources. This may include borrowing additional funds to service debt payments, which may impair our ability to make investments in our business or to integrate acquired businesses. If we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments. Furthermore, if adverse economic conditions occur, we could experience decreased revenues from our operations which could affect our ability to satisfy financial and other restrictive covenants to which we are subject under our existing indebtedness. RISKS RELATED TO LEGAL AND REGULATORY MATTERS We operate several of our businesses in highly regulated industries and may be subject to censures, fines and enforcement proceedings if we fail to comply with regulatory obligations that can be ambiguous and can change unexpectedly. We operate several of our businesses in highly regulated industries and are subject to extensive regulation in the U.S., Europe and Canada. The securities trading industry is subject to significant regulatory oversight and could be subject to increased governmental and public scrutiny in the future that can change in response to global conditions and events, or due to changes in trading patterns, such as due to the recent volatility involving the trading of certain stocks. Recent domestic and worldwide political developments, including shifts in digital assets trading policy and regulatory and enforcement priorities, have added additional uncertainty with respect to both new laws and regulations and interpretations or enforcement of existing laws and regulations. Changes in regulatory policies regarding tokenized securities, synthetic assets or other digital assets may enable new market entrants and competitors to offer these products under a different, less onerous regulatory regime, which may affect our business, clients and results of operations. Our ability to comply with complex and changing regulation is largely dependent on our establishment and maintenance of compliance, audit and reporting systems that can quickly adapt and respond, as well as our ability to attract and retain qualified compliance and other risk management personnel. There is no assurance that our policies and procedures will always be effective or that we will always be successful in monitoring or evaluating the risks to which we are or may be exposed. Our regulated markets are subject to audits, investigations, administrative proceedings and enforcement actions relating to compliance with applicable rules and regulations. Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities depositories, clearinghouse and markets for violations of applicable requirements. In the future, we could be subject to regulatory investigations or enforcement proceedings that could result in substantial sanctions, including revocation of our operating licenses. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate. The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business. Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our 25 pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit. In addition, the SEC may delay either the approval process or the initiation of the public comment process. Favorable SEC rulings and interpretations can be challenged in and reversed by federal courts of appeals, reducing or eliminating the value of such prior interpretations. Any delay in approving changes, or the altering of any proposed change, could have an adverse effect on our business, financial condition and operating results. We must compete not only with non-exchanges, such as ATSs that are not subject to the same SEC approval requirements and processes, but also with other exchanges that may have lower regulation and surveillance costs than us. There is a risk that trading will shift to exchanges or non- exchanges that charge lower fees because, among other reasons, they invest less in regulation. In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators ability to monitor trading activity. Implementation of a CAT has resulted in significant additional expenditures, including to implement the costly and complex new technology. In September 2023, the SEC approved a Funding Model for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry. This SEC approval order was appealed to the 11th Circuit U.S. Court of Appeals, which issued an opinion in July 2025 vacating the Funding Model. The court's decision was subject to a temporary stay that expired at the end of November 2025. As a result, we may be subject to a delay in recovering expenses or be unable to recover those expenses. The SROs have yet to seek reimbursement for a portion of their expenses related to delivery of certain technology. If the SEC determines that we failed to timely or properly deliver the technology, we may forfeit recovery of an undetermined portion of those expenses. As of December 31, 2025, we have an outstanding net receivable of $99 million in connection with our portion of expenses related to the CAT implementation. In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. The SEC and FINRA impose rules that require notification when a broker-dealers net capital falls below certain predefined criteria, dictate the ratio of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. Additionally, the SECs Uniform Net Capital Rule and FINRA rules impose certain requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to the SEC and FINRA for certain withdrawals of capital. Any failure to comply with these broker-dealer regulations could have a material adverse effect on the operation of our business, financial condition and operating results. Our non-U.S. business is subject to regulatory oversight in all the countries in which we operate regulated businesses, such as exchanges, clearinghouses or central securities depositories. In these countries, we have received authorization from the relevant authorities to conduct our regulated business activities. The authorities may issue regulatory fines or may ultimately revoke our authorizations if we do not suitably carry out our regulated business activities. The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, DORA. Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines. Additionally, we are subject to the obligations under the Benchmarks Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices. Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges. The loss of a significant number of customers or a reduction in trading activity on any of our exchanges as a result of such changes could have a material adverse effect on our business, financial condition and operating results. In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services. Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business. Regulatory changes adopted by the SEC or other regulators with respect to our markets and to the instruments traded on our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations. In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets. Additionally, new market models, new instruments, and new uses of technology are emerging that could adversely impact us. Congress and federal regulators are 26 considering regulating digital assets, tokenization of equities, and prediction markets. The outcome of those deliberations could adversely impact our current markets and future plans. Our regulated businesses can be severely impacted by policy decisions. In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity. Nasdaq petitioned the U.S. Court of Appeals for the District of Columbia Circuit to vacate the proposed rule, and in October 2025, Nasdaq's petition for review was denied. The SEC issued temporary exemptive relief from compliance with the portions of the rule that Nasdaq challenged until November 2026. Since the rule was not vacated, we will adjust our business model in accordance with the rule, and the implementation of the rule in November 2026 may adversely impact our business and revenue. In Canada, all new marketplace fees and changes to existing fees, including trading and market data fees, must be filed with and approved by the Ontario Securities Commission. The Canadian Securities Administrators adopted a Data Fees Methodology that restricts the total amount of fees that can be charged for professional uses by all marketplaces to a reference benchmark. Currently, all marketplaces are subject to annual reviews of their market data fees tying market data revenues to pre- and post-trade market share metrics. Permitted fee ranges are based on an interim domestic benchmark that is subject to change to an international benchmark, which could lower the permitted fees charged by marketplaces, which could adversely impact our revenues. Our European exchanges currently offer market data products to customers on a non-discriminatory and reasonable commercial basis. The MiFID II/MiFIR rules entail that the price for regulated market data such as pre- and post-trade data shall be based on cost plus a reasonable margin. However, these terms are not clearly defined. There is a risk that a different interpretation of these terms may influence the fees for European market data products adversely. In addition, any future actions by European Union institutions could affect our ability to offer market data products in the same manner as today, thereby causing an adverse effect on our market data revenues. We are subject to litigation risks, risks from compliance obligations and associated enforcement risks, and other liabilities. Many aspects of our business potentially involve substantial liability risks. Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies. We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering. While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance. Since our Financial Crime Management Technology and surveillance solutions are important offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering. Liability could also result from disputes over the terms of a trade, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a securities transaction. Although we carry insurance that may limit our risk of damages in some cases, we still may incur significant legal expenses and may sustain uncovered losses or losses in excess of available insurance that would affect our business, financial condition and results of operations. We have self-regulatory obligations and also operate for- profit businesses, and these two roles may create conflicts of interest. We have obligations to regulate and monitor activities on our markets and ensure compliance with applicable law and the rules of our markets by market participants and listed companies. In the U.S., some have expressed concern about potential conflicts of interest of for-profit markets performing the regulatory functions of an SRO. We perform regulatory functions and bear regulatory responsibility related to our listed companies and our markets. Any failure by us to diligently and fairly regulate our markets or to otherwise fulfill our regulatory obligations could significantly harm our reputation, prompt SEC scrutiny and adversely affect our business and reputation. Our Nordic and Baltic exchanges monitor trading and compliance with listing standards in accordance with the European Unions Market Abuse Regulation and other applicable laws. Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation. Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us. Our business operates certain systems that may be considered critical infrastructure under certain regulations and licenses or sells certain systems or services to customers that are used by customers in their role as providers of critical infrastructure or to fulfill certain core business requirements or process certain sensitive data. New cybersecurity, privacy, 27 data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation. These regulations may also impact customer decision making and conditions on contracting for our services. Our businesses and internal operations rely on the processing of data in many jurisdictions and the movement of data, including personal data, across national borders. Legal and contractual requirements relating to the processing, including, but not limited to, collection, storage, handling, use, disclosure, transfer and security, and brokering, of personal data continue to evolve and regulatory scrutiny and customer requirements in this area are increasing around the world. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently across jurisdictions and may create inconsistent or conflicting requirements with privacy and other laws to which we are subject. Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance. In addition to directly applying to some of our business activities, these laws and industry-specific regulations, such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, impact many of our customers, which may affect their decisions to purchase our services. As a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on us if we do not comply with applicable regulations. Our efforts to comply with privacy and data protection laws may entail substantial expenses, may divert resources from other initiatives and projects, and could impact the services that we offer. The enactment of more restrictive laws, rules or regulations, future enforcement actions or investigations, or the creation of new rights to pursue damages could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability. Changes in tax laws, regulations or policies could have a material adverse effect on our financial results. Changes in tax laws, regulations, trade policies or other policies could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner. In addition, such changes, including federal or state financial transaction taxes, may increase the cost of our offerings or services, which may cause our clients to reduce their use of our services. Any changes to laws, regulations, policies or other legal restrictions regarding the employment, staffing, supervision or business activities of international or non-U.S. citizen employees of U.S. companies may adversely affect our results of operations. Some of our subsidiaries are subject to tax in the jurisdictions in which they are organized or operate, and in computing our tax obligation in these jurisdictions, we take various tax positions. We cannot ensure that upon review of these positions, the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional taxes imposed on our clients or our subsidiaries. RISKS RELATED TO INTELLECTUAL PROPERTY AND BRAND REPUTATION Damage to our reputation or brand name could have a material adverse effect on our businesses. One of our competitive strengths is our strong reputation and brand name. Various issues may give rise to reputational risk, including issues relating to: our ability to maintain the security of our data and systems; the quality and reliability of our technology platforms and systems; the ability to fulfill our regulatory obligations; the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand; the representation of our business in the media; the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures; the accuracy of our financial guidance or other information provided to our investors; the quality of our corporate governance structure; the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision; extreme price volatility on our markets; any negative publicity surrounding our listed companies or our listing rules; any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us. 28 Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics. This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results. Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations. We generally mutually agree with our customers on the duration, budget and costs associated with the implementation of certain of our products, particularly our market technology large-scale market infrastructure projects. Various factors may cause implementations to be delayed, inefficient or otherwise unsuccessful, including due to unforeseen project complexities, our deployment of insufficient resources or other external factors. The effects of a failure to meet an implementation schedule could include monetary credits for current or future service engagements, a reduction in fees for the project, or the expenditure of additional expenses to mitigate such delays. In addition, time- consuming implementations may also increase the personnel we must allocate to such customer, thereby increasing our costs and diverting attention from other projects. Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations. Our reputation or business could be negatively impacted by evolving and conflicting stakeholder expectations regarding sustainability matters and our reporting of such matters. We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere. These goals or commitments could be difficult to achieve and costly to implement. Stakeholder expectations regarding sustainability matters are evolving and can be divergent, with some stakeholders demanding more action and disclosure while others oppose such efforts. In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our sustainability-related disclosures. Our actual or perceived failure to achieve, or stakeholder dissatisfaction of, our sustainability-related goals or commitments could negatively impact our reputation or otherwise materially harm our business. Failure to protect our IP rights, or allegations that we have infringed on the IP rights of others, could harm our brand- building efforts and ability to compete effectively. To protect our IP rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others. However, the efforts we have taken to protect our IP and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our IP rights. We have registered, or applied to register, our trademarks in the United States and in over 50 foreign jurisdictions and have pending U.S. and foreign applications for other trademarks. We also maintain copyright protection for software products and pursue patent protection for inventions developed by us. We hold a number of patents, patent applications and licenses in the United States and other foreign jurisdictions. However, effective trademark, copyright, patent and trade secret protection might not be available or cost-effective in every country in which we offer our services and products. Moreover, changes in patent law, regulation or practices at the U.S. Patent and Trademark Office and/or analogous offices in other jurisdictions, such as changes in the law regarding patentable subject matter, could also impact our ability to obtain patent protection for our innovations. The scope of protection under our patents may not be sufficient in some cases, or existing patents may be deemed invalid or unenforceable. Failure to protect our IP adequately could harm our brand and affect our ability to compete effectively. Further, defending our IP rights could result in the expenditure of significant financial and managerial resources. Third parties may assert IP rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other IP. Any IP claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results. 29 GENERAL RISK FACTORS We are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition. As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends that can be paid upstream. If our subsidiaries are unable to pay dividends and make other payments to us when needed, or if regulators or counterparties require us to increase capital deployed in certain of our regulated subsidiaries, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results. We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock. Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including: economic, political and geopolitical market conditions; evolving market or customer preferences for solutions provided locally or outside of the U.S.; natural disasters, terrorism, pandemics, war or other catastrophes; broad trends in finance and technology; changes in price levels and volatility in the stock markets; the level and volatility of interest rates; volatility in commodity markets, including the energy markets; inflation; disruptions or delays in our supply chains; changes in government monetary or tax policy; the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and the perceived attractiveness of the U.S. or European capital markets. Any one of these factors could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading volumes or values. Additionally, since borrowings under our credit facilities bear interest at variable rates and commercial paper is issued at prevailing interest rates, any increase in interest rates on debt that we have not fixed using interest rate hedges will increase our interest expense, reduce our cash flow or increase the cost of future borrowings or refinancings. Other than variable rate debt, we believe our business has relatively large fixed costs and low variable costs, which magnifies the impact of revenue fluctuations on our operating results. As a result, a decline in our revenue may lead to a relatively larger impact on operating results. A substantial portion of our operating expenses is related to personnel costs, regulation and corporate overhead, none of which can be adjusted quickly and some of which cannot be adjusted at all. Our operating expense levels are based on our expectations for future revenue. If actual revenue is below managements expectations, or if our expenses increase before revenues do, both revenues less transaction-based expenses and operating results would be materially and adversely affected. Because of these factors, it is possible that our operating results or other operating metrics may fail to meet the expectations of stock market analysts and investors. If this happens, the market price of our common stock may be adversely affected. Our operational processes are subject to the risk of error, which may result in financial loss or reputational damage. We have instituted extensive controls to reduce the risk of error inherent in our operations; however, such risk cannot completely be eliminated. Our businesses are highly dependent on our ability to process and report, on a daily basis, a large number of transactions across numerous and diverse markets. Some of our operations require complex processes, and the introduction of new products or services or changes in processes or reporting due to regulatory requirements may result in an increased risk of errors for a period after implementation. Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise. Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm. Use of our products and services as part of the investment process creates the risk that clients, or the parties whose assets are managed by our clients, may pursue claims against us in the event of such delay or error, and significant litigation against us might unduly burden management, personnel, financial and other resources. In addition, the sophisticated software we sell to our customers may contain undetected errors or vulnerabilities, some of which may be discovered only after delivery, or could fail to perform its intended purpose. Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition. 30 Climate and weather related risk may have an adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate, weather, and other sustainability- related topics. Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliers. Additionally, there is an increased focus from our regulators, investors, clients, employees, and other stakeholders concerning corporate citizenship, greenhouse gas emissions reduction and sustainability matters, including proposed or adopted laws, regulations or policies on sustainability-related topics that diverge from, or potentially conflict with, laws in other jurisdictions in which we operate. For example, new laws, regulations and policies are being developed in Europe and elsewhere globally that may require us to comply with specific, target-driven frameworks, disclosure and other requirements in multiple jurisdictions. Changing legal requirements, policies and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention to comply with, or meet, those regulations and expectations, which could result in fines or other penalties and adversely affect our business, reputation, financial condition and operating results. Our businesses operate in various international markets, which are subject to political, economic and social uncertainties. Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our operations are subject to the risks inherent in the international economy. Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges, constraints on data sharing with a U.S. based company, a reduced interest in providing operational support between certain regions and the U.S., or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results. We have operations in locations that may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures, which may increase our operational risk. Unforeseen or catastrophic events could interrupt our critical business functions. In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas. We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage, vandalism, and other crime. Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations. In addition, our business operations are heavily concentrated in the east coast of the U.S.; Stockholm, Sweden; Vilnius, Lithuania; and St. John, Canada, among other locations. Any event that impacts either of those geographic areas could potentially affect our ability to operate our businesses. We have disaster recovery and business continuity plans and capabilities for critical systems and business functions to mitigate the risk of an interruption. However, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some of our market services and financial technology customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. Because we have operations in numerous countries, we are exposed to currency risk. We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries. We therefore have significant exposure to exchange rate movements between the Euro, Swedish Krona, the Canadian dollar and other foreign currencies against the U.S. dollar. Significant inflation or disproportionate changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic conditions, acts of war or terrorism, changes in governmental monetary, trade or tax policy, changes in local interest rates or other factors. These exchange rate differences will affect the translation of our non-U.S. results of operations, interest expense and financial condition into U.S. dollars as part of the preparation of our consolidated financial statements. If our risk management methods are not effective, our business, reputation and financial results may be adversely affected. We utilize widely-accepted methods to identify, assess, monitor and manage our risks. Nasdaqs Global Risk Management Committee, which is composed of senior executives, has the responsibility for overseeing the risk management methods, regularly reviewing risks and referring significant risks to the board of directors or specific board committees. Local risk management committees in our international offices provide local risk oversight and escalation to local boards, as appropriate. The rapidly changing environment may limit the effectiveness of our risk management methods. Certain risk management methods require subjective evaluation of dynamic information regarding markets, customers or other matters. That variable information may not in all cases be accurate, complete, up-to- date or properly evaluated. If we do not successfully identify, assess, monitor or manage the risks to which we are exposed, 31 our business, reputation, financial condition and operating results could be materially adversely affected. Decisions to declare future dividends on our common stock will be at the discretion of our board of directors and there can be no guarantee that we will pay future dividends to our stockholders. Our board of directors regularly declares quarterly cash dividend payments on our outstanding common stock. The boards determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the board deems relevant. Based on an evaluation of these factors, the board may determine not to declare future dividends at all or to declare future dividends at a reduced amount. Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management. Our organizational documents place restrictions on the voting rights of certain stockholders. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders except that no person may exercise voting rights in respect of any shares in excess of 5% of the then outstanding shares of our common stock. Any change to the 5% voting limitation would require SEC approval. In response to the SECs concern about a concentration of our ownership, the rules of some of our exchange subsidiaries include a prohibition on any member or any person associated with a member of the exchange from beneficially owning more than 20% of our outstanding voting interests. SEC consent would be required before any investor could obtain more than a 20% voting interest in us. The rules of some of our exchange subsidiaries also require the SECs approval of any business ventures with exchange members, subject to exceptions. Our organizational documents contain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a change of control of us, such as a tender offer or takeover proposal that might result in a premium over the market price for our common stock. Additionally, certain of these provisions make it more difficult to bring about a change in the composition of our board of directors, which could result in entrenchment of current management. Our certificate of incorporation and by-laws: do not permit stockholders to act by written consent; require certain advance notice for director nominations and actions to be taken at annual meetings; and authorize the issuance of undesignated preferred stock, or blank check preferred stock, which could be issued by our board of directors without stockholder approval. Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity Risk Management and Strategy Nasdaqs brand and role as a critical infrastructure provider for global financial markets, the operator of The Nasdaq Stock Market and exchanges, central securities depositories and a clearinghouse in Europe, and the provider of information and technology services to banks, international market operators and exchanges, publicly-traded companies and other high-profile customers make us an attractive target for cybersecurity threat actors and attacks. These include adversarial nations and state-sponsored actors, hacktivists and ransomware deployers or other financially motivated criminals. Impacts of a cybersecurity incident may include: financial and reputational damage, resulting from the loss of customer confidence in our company, exchange, products or offerings; potential regulatory enforcement actions; or litigation, either from governmental authorities, shareholders, or other litigants, including customers asserting our failure to comply with contractual obligations. To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our business, our business strategy, our results of operations or financial condition. For further information, see Our role in the global marketplace positions us at greater risk for a cyberattack and Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations in Item 1A, Risk Factors of this Annual Report on Form 10-K. Our risk management and mitigation approach includes the adoption of NIST CSF and NIST 800-53 security control frameworks and adaptive ongoing threat analysis. In addition, our Information Security, or InfoSec, team reviews and conducts a risk assessment of any novel technologies Nasdaq plans to implement. Our policies and our baseline security controls incorporate a security infrastructure with multi- layered defense systems. We have 18 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure. Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events. As the external threat landscape evolves, our information security controls are regularly evaluated, updated and enhanced to help protect against emerging risks. Additionally, we conduct extensive cybersecurity assessments of our acquired entities, both prior to acquisition and following completion of the transaction, to understand potential threats and mitigate risks from any potential deviations between the acquired companys practices and Nasdaqs standards, until we can align the 32 acquired companys security infrastructure and access management practices and policies with ours. We periodically engage external advisors to perform an independent assessment of the maturity of Nasdaqs information security programs, and compare our programs to our financial and technology industry peers. Nasdaqs InfoSec program has demonstrated increasing levels of maturity year-over-year for every assessed program component. Recommendations to further enhance our procedures and maturity ratings from these assessments are then presented to our executive management team and the Audit & Risk Committee. On a periodic basis, our management team and the Board of Directors conduct tabletop exercises and simulations on cybersecurity matters, with assistance from internal and outside experts. These exercises are intended to strengthen resilience and readiness to address different cybersecurity incident scenarios. We use certain cloud-based third-party vendors for the core trading systems of certain of our exchanges and certain of our governance products and solutions. Prior to engaging such vendors, we analyze each providers SOC2 certifications, perform due diligence testing for information security and interoperability with our systems, and annually review the SOC2 certifications. Our security assurance and threat assessment team, within our Information Security organization, collaborates with our external threat intelligence providers to proactively review Nasdaq, and our vendors with respect to emerging threats and associated risks. For our third-party service providers, our risk assessment process evaluates the probability and potential impact of incidents related to operational errors, technology disruptions, information security breaches, workforce issues, internal and external fraud, financial actions, and legal and regulatory matters. This assessment process is part of our Supplier Risk Management program, which establishes processes for identifying, assessing, and periodically reviewing our exposure to risk through third party vendors. Governance Cybersecurity is an integral part of risk management at Nasdaq. The Board of Directors appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effect any such incidents may have on us. Our Global Risk Management Committee, which includes our Chair and CEO and other senior executives, assists the Board of Directors in its cybersecurity risk oversight role. We use a cross-departmental approach to assess and manage cybersecurity risk, with our Information Security; Legal, Risk and Regulatory; and Internal Audit functions presenting on key topics to the Audit & Risk Committee, which provides oversight of our cybersecurity risk. Additionally, members from these organizations, along with Finance and Accounting, Global Technology and Corporate Communications, comprise a rapid response team that would mobilize in the event of a potentially significant cybersecurity incident and would analyze and evaluate the incident while also advising the executive management team. Our Audit & Risk Committee receives quarterly or, if needed, more frequent reports on cybersecurity and information security matters from our Chief Information Security Officer, or CISO, and his team. The CISO has more than 25 years of experience in information technology and information security, particularly in the financial services industry, and our InfoSec organization has seasoned members with expertise in application security; governance and compliance; program and vulnerability management; security engineering; security operations security assurance; and threat intelligence and security architecture. This regular reporting to the Audit & Risk Committee also includes a cybersecurity dashboard that contains information on cybersecurity governance processes, and from time to time, also includes the status of projects to strengthen internal cybersecurity, ongoing prevention and mitigation efforts, security features of the products and services we provide our customers, or the results of security events during the period. The Audit & Risk Committee also reviews and discusses recent cyber incidents affecting the industry and the emerging threat landscape. Cybersecurity is a shared responsibility, and our goal is for all employees to be vigilant in helping to protect our organization and themselves, at all times. We routinely perform simulations and tabletop exercises, and incorporate external resources and advisors as needed, to help strengthen our cybersecurity protection and information security procedures and safeguards. All employees are required to complete annual cybersecurity awareness training and have access to continuous cybersecurity educational opportunities throughout the year. All employees also have access to Nasdaqs Information Security Hotline, which is staffed on a 24/7 basis to respond to any potential incident; we have a strict non-retaliation policy that applies to any reporting of concerns related to our business. Nasdaq also maintains a cybersecurity and information security risk insurance policy, and our Nasdaq Information Security Management System conforms to ISO 27001 requirements and is ISO 27001 certified. On an annual basis, the Information Security team reviews and updates its governance documents, including the Information Security Charter, the Information Security Policy, and the Information Security Program Plan, and then presents the revised documents to the Global Risk Management Committee and Audit & Risk Committee for review and/or approval. Additionally, the Information Security team maintains a formal cybersecurity strategic three-year plan, which outlines the strategic vision and associated goals for the cybersecurity of our global operations. The plan is regularly updated with new initiatives that align with technology innovations and changes in the threat landscape, and is reviewed and approved by the CISO 33 and the Audit & Risk Committee. Throughout the three-year plan term, the CISO regularly provides management with progress reports. Item 2. Properties We conduct our business operations in leased facilities. We do not own any real property. Our U.S. headquarters are located in New York, New York, and our European headquarters are located in Stockholm, Sweden. We also lease space in multiple locations around the world, which are used for research and development, sales and support, and administrative activities, as well as for data centers and disaster preparedness facilities. Generally, our properties are not allocated for use by a particular business segment. Instead, most of our properties are used by two or more segments. We regularly monitor the facilities we occupy to ensure that they suit our needs in a hybrid work environment. We believe the facilities that we occupy are adequate for the purposes for which they are currently used and are well-maintained. See Note 16, Leases, to the consolidated financial statements for further discussion. Item3. Legal Proceedings See Legal and Regulatory Matters of Note 18, Commitments, Contingencies and Guarantees, to the consolidated financial statements for a description of our legal proceedings, if any. PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on The Nasdaq Stock Market under the ticker symbol NDAQ. As of February 3, 2026, we had approximately 177 holders of record of our common stock Issuer Purchases of Equity Securities Share Repurchase Program See Share Repurchase Program, of Note 12, Nasdaq Stockholders Equity, to the consolidated financial statements for further discussion of our share repurchase program. 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 December 31, 2025, the remaining aggregate authorized amount under the existing share repurchase program was $1.1 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 December 31, 2025: | | | 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) | | | October 2025 | | | | | Share repurchase program | 1,812,219 | $88.59 | 1,812,219 | $1,254 | | | Employee transactions | 25,679 | $89.10 | N/A | N/A | | | November 2025 | | | Share repurchase program | 760,264 | $91.47 | 760,264 | $1,185 | | | Employee transactions | 11,491 | $85.49 | N/A | N/A | | | December 2025 | | | Share repurchase program | 622,256 | $89.24 | 622,256 | $1,129 | | | Employee transactions | 33,186 | $90.22 | N/A | N/A | | | Total Quarter Ended December 31, 2025 | | | Share repurchase program | 3,194,739 | $89.40 | 3,194,739 | $1,129 | | | Employee transactions | 70,356 | $89.04 | 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 ASR agreements. 34 In October 2025, we entered into a variable notional ASR agreement, in which we delivered $250 million to a third-party financial institution and received and immediately retired 1,812,219 shares of our common stock. In December 2025, upon the final settlement of this transaction, we received (i) an additional 504,401 shares, which were immediately retired, and (ii) a $45 million cash payment, which reflects the difference between the prepayment amount (maximum notional amount) and the final notional amount. In November 2025, we entered into an ASR with a third- party financial institution to repurchase $75 million of common stock and received and immediately retired 697,512 shares of our common stock. In December 2025, upon the final settlement of this transaction, we received an additional 117,855 shares, which were immediately retired. See Share Repurchase Program, of Note 12, Nasdaq Stockholders Equity, to the consolidated financial statements for further discussion of our share repurchase program. 35 PERFORMANCE GRAPH The following performance graph and related information shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index, our peer group, for the past five years. The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December31, 2020 and the reinvestment of all dividends. | | | Year Ended December 31,* | | | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | | Nasdaq, Inc. | $100 | $160 | $142 | $137 | $185 | $235 | | | Nasdaq Composite Index | 100 | 122 | 82 | 119 | 154 | 187 | | | S&P 500 | 100 | 129 | 105 | 133 | 166 | 196 | | | S&P 500 GICS 4020 Index | 100 | 136 | 121 | 139 | 179 | 197 | | COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index 36 Item6. [Reserved] Item7. Managements Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of Nasdaq refers to the year over year comparison for the fiscal years ended December 31, 2025 and 2024 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under Part I, Item 1A. Risk Factors. For further discussion of our growth strategy, products and services, and competitive strengths, see Part I, Item 1. Business. For a similar discussion comparing the fiscal years ended December 31, 2024 and 2023, refer to Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was previously filed with the SEC on February 21, 2025. Certain percentages and per share amounts herein may not sum or recalculate due to rounding. EXECUTIVE OVERVIEW Nasdaq is a leading technology platform that powers the worlds economies. We architect the infrastructure of the worlds most modern markets, power the innovation economy, and build trust in the financial system. We empower economic opportunity by designing and deploying the technology, data, and advanced analytics that enable our clients to capture opportunities, navigate risk, and strengthen resilience. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. 2025 Highlights Nasdaq extended its listing leadership in 2025 and achieved its seventh consecutive year as the top U.S. exchange by proceeds raised. In 2025, U.S. operating company IPOs on Nasdaq raised over $24 billion in proceeds. In 2025, Nasdaq set a record for listing transfers, with $1.2 trillion in annual switches for the first time including the largest exchange transfer on record. Index achieved record net inflows of $99 billion in 2025, and exited the year with ETP AUM of $882 billion, an all- time high. Nasdaq launched 122 new Index products in 2025, with nearly half of the launches being international products and 32 new products in the institutional insurance annuity space. The Financial Technology segment delivered 14% growth in ARR and revenue, reflecting an increase in new clients, cross-sells and upsells. Market Services delivered record revenue, reflecting strength across U.S. cash equities and U.S. equities options volumes in 2025. Macroeconomic environment Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in 2025 as compared to 2024 led to an increase in our U.S. equities options and U.S. cash equities revenues. Market factors also contributed to higher valuations in Nasdaq Indices, higher overall volumes in Index derivatives and an improving IPO landscape. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. Nasdaqs Operating Results The following table summarizes our financial performance for the year ended December 31, 2025 compared to the same period in 2024 and for the year ended December 31, 2024 compared to the same period in 2023. The comparability of our results of operations between reported periods is primarily impacted by our acquisition of Adenza in November 2023. See Note 4, Acquisition and Divestitures, to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see Segment Operating Results below. | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions, except per share amounts) | | | | | Revenues less transaction-based expenses | $5,249 | $4,649 | $3,895 | 12.9% | 19.4% | | | Operating expenses | 2,918 | 2,851 | 2,317 | 2.3% | 23.0% | | | Operating income | $2,331 | $1,798 | $1,578 | 29.7% | 13.9% | | | Net income attributable to Nasdaq | $1,788 | $1,117 | $1,059 | 60.1% | 5.5% | | | Diluted earnings per share | $3.09 | $1.93 | $2.08 | 60.3% | (7.4)% | | | Cash dividends declared per common share | $1.05 | $0.94 | $0.86 | 11.7% | 9.3% | | 37 In countries with currencies other than the U.S.dollar, revenues and expenses are translated using monthly average exchange rates. Impacts on our revenues less transaction- based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under Item7A. Quantitative and Qualitative Disclosures About Market Risk. As discussed above, in October 2025, we sold our Solovis business, previously included in our Capital Access Platforms segment. Revenues, ARR and quarterly annualized SaaS revenues related to our Solovis business has been reclassified to Other for all periods presented to facilitate comparability. The following chart summarizes our ARR (in millions): * In the chart above, Other for 4Q23 and 4Q24 includes $25 million and $28 million, respectively. ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one- time in nature, or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. The ARR chart includes: | | | | Capital Access Platforms | | | | Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business | | | | Index data subscriptions and guaranteed minimum on futures contracts within our Index business | | | | Subscription contracts under our Workflow & Insights business | | | | Financial Technology | | | | Subscription contracts excluding non-recurring professional services. | | | | Other includes ARR related to our Solovis business divested in October 2025. | | 38 The following chart summarizes our quarterly annualized SaaS revenues for December 31, 2025, 2024 and 2023 (in millions): * In the chart above, Other for 4Q23 and 4Q24 includes $25 million and $28 million, respectively. SEGMENT OPERATING RESULTS The following table presents our revenues by segment: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | | Capital Access Platforms | $2,137 | $1,945 | $1,744 | 9.9% | 11.5% | | | Financial Technology | 1,850 | 1,621 | 1,099 | 14.1% | 47.5% | | | Market Services | 4,214 | 3,771 | 3,156 | 11.7% | 20.9% | | | Other revenues | 61 | 63 | 65 | (4.1)% | (3.1)% | | | Total revenues | $8,262 | $7,400 | $6,064 | 11.6% | 22.0% | | | Transaction rebates | (2,572) | (2,026) | (1,838) | 26.9% | 10.2% | | | Brokerage, clearance and exchange fees | (441) | (725) | (331) | (39.1)% | 119.1% | | | Total revenues less transaction-based expenses | $5,249 | $4,649 | $3,895 | 12.9% | 19.4% | | The following charts present our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses. Capital Access Platforms The following tables present revenues and ARR from our Capital Access Platforms segment: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | | Data & Listing Services | $804 | $754 | $749 | 6.7% | 0.7% | | | Index | 827 | 706 | 528 | 17.1% | 33.7% | | | Workflow & Insights | 506 | 485 | 467 | 4.4% | 3.9% | | | Total Capital Access Platforms | $2,137 | $1,945 | $1,744 | 9.9% | 11.5% | | | | | As of December 31, | | | 2025 | 2024 | 2023 | | | ARR (in millions) | $1,340 | $1,240 | $1,210 | | 39 Data & Listing Services Revenues The following tables present key drivers from our Data & Listing Services business: | | | Year Ended December 31, | | | IPOs | 2025 | 2024 | 2023 | | | The Nasdaq Stock Market | 281 | 180 | 130 | | | Operating company | 155 | 130 | 103 | | | SPACs | 126 | 50 | 27 | | | Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 19 | 14 | 7 | | | Total new listings | | | The Nasdaq Stock Market | 784 | 463 | 330 | | | Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 27 | 31 | 23 | | | | | As of December 31 | | | Number of listed companies | 2025 | 2024 | 2023 | | | The Nasdaq Stock Market | 4,480 | 4,075 | 4,044 | | | Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | 1,119 | 1,174 | 1,218 | | | | | ARR (in millions) | $764 | $691 | $682 | | In the tables above: The number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2025, 2024 and 2023 included 1,112, 768 and 600 ETPs, respectively. IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North. Data & Listing Services revenues increased for the year ended December 31, 2025 compared with the same period in 2024 due to new data sales, usage and pricing, increased annual listings revenues due to new listings and the favorable impact from changes in foreign currency rates, partially offset by delistings. Index Revenues The following table presents key drivers from our Index business: | | | As of or Year Ended December 31, | | | 2025 | 2024 | 2023 | | | Number of licensed ETPs | 451 | 401 | 364 | | | TTM change in period end ETP AUM tracking Nasdaq indices (in billions) | | | Beginning balance | $647 | $473 | $315 | | | Net appreciation | 136 | 110 | 128 | | | Net impact of ETP sponsor switches | | (16) | (1) | | | Net inflows | 99 | 80 | 31 | | | Ending balance | $882 | $647 | $473 | | | Annual average ETP AUM tracking Nasdaq indices (in billions) | $740 | $558 | $396 | | | | | ARR (in millions) | $81 | $76 | $72 | | In the table above, TTM represents trailing twelve months. Index revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher average AUM in exchange traded products linked to Nasdaq indices and growth in trading volumes. The increase in 2025 is partially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue. Workflow & Insights Revenues The following table presents key drivers from our Workflow & Insights business: | | | As of or Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | ARR | $495 | $473 | $456 | | | Quarterly annualized SaaS revenues | 425 | 403 | 386 | | Workflow & Insights revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Data Link sales growth. 40 Financial Technology The following table presents revenues from our Financial Technology segment: | | | Year Ended December 31, | Percentage Change | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | (in millions) | | | Financial Crime Management Technology | $331 | $273 | $223 | 21.5% | 22.2% | | | Regulatory Technology | 428 | 352 | 212 | 21.5% | 66.3% | | | Capital Markets Technology | 1,091 | 996 | 664 | 9.5% | 50.0% | | | Total Financial Technology | $1,850 | $1,621 | $1,099 | 14.1% | 47.5% | | Financial Crime Management Technology Revenues The following table presents key drivers for our Financial Crime Management Technology business: | | | As of or Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | ARR and Quarterly annualized SaaS revenues | $329 | $278 | $226 | | Financial Crime Management Technology revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher subscription revenues from new and existing clients and higher professional services fees. Regulatory Technology Revenues The following table presents key drivers for our Regulatory Technology business: | | | As of or Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | ARR | $407 | $354 | $325 | | | Quarterly annualized SaaS revenues | 239 | 191 | 165 | | Regulatory Technology revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to increased subscription revenues from our AxiomSL and Surveillance solutions driven by new sales and price increases to existing clients and revenue from new clients. The increase was also driven by a one-time revenue reduction recognized in the third quarter of 2024 related to a purchase accounting adjustment. See Note 3, Revenue from Contracts with Customers, to the consolidated financial statements for discussion on the measurement period adjustment. Capital Markets Technology Revenues The following table presents key drivers for our Capital Markets Technology business: | | | As of or Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | ARR | $975 | $868 | $799 | | | Quarterly annualized SaaS revenues | 156 | 134 | 108 | | Capital Markets Technology revenues increased for the year ended December 31, 2025 compared with the same period in 2024. The increase was primarily due to higher revenues related to data center growth and higher subscription revenues from new sales and price increases to existing clients. Market Services The following table presents revenues from our Market Services segment: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | | Market Services | $4,214 | $3,771 | $3,156 | 11.7% | 20.9% | | | Transaction-based expenses: | | | Transaction rebates | (2,572) | (2,026) | (1,838) | 26.9% | 10.2% | | | Brokerage, clearance and exchange fees | (441) | (725) | (331) | (39.1)% | 119.1% | | | Total Market Services, net | $1,201 | $1,020 | $987 | 17.7% | 3.4% | | The following table presents net revenues by product from our Market Services segment: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | U.S. Equity Derivative Trading | $463 | $395 | $374 | 17.2% | 5.7% | | | Cash Equity Trading | 515 | 430 | 397 | 19.9% | 8.3% | | | U.S. Tape plans | 139 | 125 | 141 | 11.1% | (11.5)% | | | Other | 84 | 70 | 75 | 18.9% | (6.2)% | | | Total Market Services, net | $1,201 | $1,020 | $987 | 17.7% | 3.4% | | In the preceding tables, Other includesNordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading. 41 U.S. Equity Derivative Trading The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | U.S. Equity Derivative Trading Revenues | $1,702 | $1,428 | $1,257 | 19.2% | 13.6% | | | Section 31 fees | 47 | 87 | 55 | (46.1)% | 56.9% | | | Transaction-based expenses: | | | | Transaction rebates | (1,236) | (1,030) | (879) | 20.0% | 17.1% | | | Section 31 fees | (47) | (87) | (55) | (46.1)% | 56.9% | | | Brokerage and clearance fees | (3) | (3) | (4) | (8.6)% | (16.5)% | | | U.S. Equity Derivative Trading Revenues, net | $463 | $395 | $374 | 17.2% | 5.7% | | Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses.We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased in 2025 compared with the same period in 2024 primarily due to a decrease in the rate to zero in the second quarter of 2025. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues. | | | Year Ended December 31, | | | U.S. equity options | 2025 | 2024 | 2023 | | | Total industry average daily volume (in millions) | 55.8 | 44.4 | 40.4 | | | Nasdaq PHLX matched market share | 10.3% | 10.0% | 11.3% | | | The Nasdaq Options Market matched market share | 3.5% | 5.5% | 6.1% | | | Nasdaq BX Options matched market share | 1.6% | 2.1% | 3.3% | | | Nasdaq ISE Options matched market share | 6.7% | 6.9% | 5.9% | | | Nasdaq GEMX Options matched market share | 3.6% | 2.6% | 2.4% | | | Nasdaq MRX Options matched market share | 3.4% | 2.7% | 2.0% | | | Total matched market share executed on Nasdaqs exchanges | 29.1% | 29.8% | 31.0% | | U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher industry trading volumes, partially offset by lower capture and lower overall U.S. matched market share executed on Nasdaqs exchanges. Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher industry trading volumes, partially offset by lower rebate capture rate and lower overall U.S. matched market share executed on Nasdaqs exchanges. Cash Equity Trading Revenues The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business: | | | Year Ended December 31, | Percentage Change | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | (in millions) | | | Cash Equity Trading Revenues | $1,847 | $1,428 | $1,355 | 29.4% | 5.4% | | | Section31 fees | 366 | 611 | 253 | (40.0%) | 141.7% | | | Transaction-based expenses: | | | | Transaction rebates | (1,307) | (974) | (939) | 34.1% | 3.8% | | | Section31 fees | (366) | (611) | (253) | (40.0%) | 141.7% | | | Brokerage and clearance fees | (25) | (24) | (19) | 2.8% | 29.5% | | | Cash equity trading revenues, net | $515 | $430 | $397 | 19.9% | 8.3% | | See the discussion above for an explanation of Section31 fees for the year ended December 31, 2025 as compared with the same period in 2024. 42 | | | Year Ended December 31, | | | Total U.S.-listed securities | 2025 | 2024 | 2023 | | | Total industry average daily share volume (in billions) | 17.6 | 12.2 | 11.0 | | | Matched share volume (in billions) | 625.7 | 479.4 | 455.6 | | | The Nasdaq Stock Market matched market share | 13.9% | 15.1% | 15.8% | | | Nasdaq BX matched market share | 0.2% | 0.3% | 0.4% | | | Nasdaq PSX matched market share | 0.1% | 0.2% | 0.3% | | | Total matched market share executed on Nasdaqs exchanges | 14.2% | 15.6% | 16.5% | | | Market share reported to the FINRA/Nasdaq Trade Reporting Facility | 47.8% | 44.3% | 36.7% | | | Total market share | 62.0% | 59.9% | 53.2% | | | Nasdaq Nordic and Nasdaq Baltic securities | | | | Average daily number of equity trades executed on Nasdaqs exchanges | 710,314 | 651,455 | 666,411 | | | Total average daily value of shares traded (in billions) | $5.1 | $4.5 | $4.5 | | | Total market share executed on Nasdaqs exchanges | 72.2% | 72.6% | 71.0% | | Cash equity trading revenues and cash equity trading revenues, net increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher U.S. and European industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges. Cash equity trading revenues, net was also partially offset by lower capture. Transaction rebates increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher U.S. industry volumes and higher capture, partially offset by lower overall U.S. matched market share executed on Nasdaqs exchanges. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity. U.S. Tape Plans The following table presents revenues from our U.S. Tape plans business: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | U.S. Tape plans | $139 | $125 | $141 | 11.1% | (11.5)% | | U.S. Tape plans revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher market share, higher usage volume and higher one-time industry-wide adjustments. Other Other includesNordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following table presents revenues from our Other business: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | Other | $84 | $70 | $75 | 18.9% | (6.2)% | | In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $29 million, $22million and $20million for the years ended December 31, 2025, 2024 and 2023, respectively. Other revenues increased for the year ended December 31, 2025 compared with the same period in 2024 due to an increase in Nordic equity derivatives revenues and Canadian cash equity revenues. Other Revenues For the years ended December 31, 2025 and 2024, Other revenues include revenues related to our Nordic power futures business and our Solovis business. See Note 4, Acquisition and Divestitures, to the consolidated financial statements for further discussion. EXPENSES Operating Expenses The following table presents our operating expenses: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | | Compensation and benefits | $1,392 | $1,324 | $1,082 | 5.1% | 22.4% | | | Professional and contract services | 160 | 152 | 128 | 5.2% | 18.4% | | | Technology and communication infrastructure | 316 | 281 | 233 | 12.3% | 20.9% | | | Occupancy | 124 | 112 | 129 | 9.6% | (12.9)% | | | General, administrative and other | 75 | 109 | 113 | (29.8)% | (3.6)% | | | Marketing and advertising | 65 | 54 | 47 | 20.2% | 16.4% | | | Depreciation and amortization | 632 | 613 | 323 | 3.1% | 89.3% | | | Regulatory | 52 | 55 | 34 | (6.2)% | 60.8% | | | Merger and strategic initiatives | 60 | 35 | 148 | 72.8% | (76.5)% | | | Restructuring charges | 42 | 116 | 80 | (63.5)% | 44.3% | | | Total operating expenses | $2,918 | $2,851 | $2,317 | 2.3% | 23.0% | | 43 The increase in compensation and benefits expense for the year ended December 31, 2025 compared with the same period in 2024 was primarily driven by increased headcount and higher incentive compensation and the unfavorable impact from changes in foreign currency rates. The increase in 2025 compared with the same period in 2024 was partially offset by a pre-tax charge of $23 million in the first quarter of 2024 resulting from the finalization of the termination of our pension plan. Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,525 employees as of December 31, 2025 from 9,162 employees as of December 31, 2024, as we support revenue growth and innovation. Professional and contract services expense increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher consulting fees, partially offset by lower legal fee accruals. Technology and communication infrastructure expense increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to increased investment in technology, particularly our cloud initiatives and software licensing. Occupancy expense increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to colocation data center growth. General, administrative and other expense decreased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to a gain on extinguishment of debt recorded for the year ended December 31, 2025 as well as the change in classification of costs related to the CAT from general, administrative and other expense to regulatory expense, beginning in the fourth quarter of 2024. See Note 9, Debt Obligations, to the consolidated financial statements for further discussion of the gain on extinguishment of debt. Marketing and advertising expense increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher marketing expense resulting from higher IPO activity. Depreciation and amortization expense increased for the year ended December 31, 2025 compared with the same period in 2024 due to increased depreciation of capitalized software projects. Regulatory expense decreased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to the settlement of an SFSA fine in 2024, partially offset by an increase relating to a change in classification of costs related to the CAT described above. We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the years ended December 31, 2025, and 2024, these costs included Adenza integration costs and other strategic initiative costs. For the year ended December 31, 2024, these costs were partially offset by recognition of a termination fee due to Nasdaq in the second quarter of 2024 related to the termination of the then proposed divestiture of our Nordic power futures business. For the year ended December 31, 2025, these costs included a repayment of this fee due to the sale of the Nordic power futures business to another buyer, as designated in the settlement agreement. Restructuring charges decreased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to the completion of our divisional realignment program in September 2024. We further expanded our Adenza restructuring program in the fourth quarter of 2024 following the achievement of our initial targets. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. We have incurred costs principally related to employee-related costs, contract terminations, asset impairments and other related costs and expect to incur additional costs in these areas in an effort to accelerate efficiencies through location strategy and enhanced AI capabilities. Actions taken as part of this program were completed as of December 31, 2025, while certain costs may be recognized in the first half of 2026. We have achieved benefits primarily in the form of expense synergies with over $160 million net expense synergies actioned through December 31, 2025. For further discussion related to both programs described above, see Note 20, Restructuring Charges, to the consolidated financial statements. 44 Non-Operating Income and Expenses The following table presents our non-operating income and expenses: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | Interest income | $39 | $28 | $115 | 37.5% | (75.5)% | | | Interest expense | (367) | (414) | (284) | (11.4)% | 45.6% | | | Net interest expense | (328) | (386) | (169) | (15.0)% | 128.3% | | | Net gain on divestitures | 86 | | | 100.0% | % | | | Other income (loss) | (27) | 21 | (1) | (224.3)% | (5,232.5)% | | | Net income (loss) from unconsolidated investees | 83 | 16 | (7) | 414.8% | (328.7)% | | | Total non-operating expense | $(186) | $(349) | $(177) | (46.5)% | 97.4% | | The following table presents our interest expense: | | | | Year Ended December 31, | Percentage Change | | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | | (in millions) | | | | Interest expense on debt | $354 | $398 | $272 | (11.2)% | 46.3% | | | Accretion of debt issuance costs and debt discount | 10 | 13 | 9 | (17.9)% | 33.9% | | | Other fees | 3 | 3 | 3 | (16.1)% | 18.7% | | | Interest expense | $367 | $414 | $284 | (11.4)% | 45.6% | | Interest income increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to a higher average cash balance. Interest expense decreased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to lower outstanding debt following the repayment of our 2025 Notes and the partial repurchases of several series of outstanding senior unsecured notes. See Note 9, Debt Obligations, to the consolidated financial statements for further discussion. Net gains on divestitures for the year ended December 31, 2025 relates to the divestitures of our Solovis business, our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business. See Note 4, Acquisition and Divestitures, to the consolidated financial statements for further discussion of these transactions. Other income (loss) primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program. See Equity Securities, of Note 6, Investments, to the consolidated financial statements for further discussion of these transactions. Net income (loss) from unconsolidated investees increased for the year ended December 31, 2025 compared with the same period in 2024 due to higher income recognized from our equity method investment in OCC driven by higher industry volumes. See Equity Method Investments, of Note 6, Investments, to the consolidated financial statements for further discussion. Tax Matters The following table presents our income tax provision and effective tax rate: | | | Year Ended December 31, | Percentage Change | | | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | | | (in millions) | | | Income tax provision | $358 | $334 | $344 | 7.0% | (2.8)% | | | Effective tax rate | 16.7% | 23.1% | 24.6% | | For further discussion of our tax matters, see Note 17, Income Taxes, to the consolidated financial statements.NON-GAAP FINANCIAL MEASURESIn addition to disclosing results determined in accordance with U.S. GAAP, we also provide non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share in this Annual Report on Form 10-K. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance.These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Annual Report on Form 10-K, including our consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.45We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance. The following table presents reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share: | | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions, except per share amounts) | | | U.S. GAAP net income attributable to Nasdaq | $1,788 | $1,117 | $1,059 | | | Non-GAAP adjustments: | | | Adenza purchase accounting adjustment | | 34 | | | | Amortization expense of acquired intangible assets | 487 | 488 | 206 | | | Merger and strategic initiatives expense | 60 | 35 | 148 | | | Restructuring charges | 42 | 116 | 80 | | | Lease asset impairments | | | 25 | | | (Gain) loss on extinguishment of debt | (18) | 4 | | | | Net gain on divestitures | (86) | | | | | Net (income) loss from unconsolidated investees | (83) | (16) | 7 | | | Legal and regulatory matters | 6 | 20 | 12 | | | Pension settlement charge | | 23 | 9 | | | Other (gain) loss | 40 | (15) | 21 | | | Total non-GAAP adjustments | $448 | $689 | $508 | | | Total non-GAAP tax adjustments | (113) | (168) | (134) | | | Other tax adjustments | (109) | (7) | | | | Total non-GAAP adjustments, net of tax | $226 | $514 | $374 | | | Non-GAAP net income attributable to Nasdaq | $2,014 | $1,631 | $1,433 | | | | | U.S. GAAP effective tax rate | 16.7% | 23.1% | 24.6% | | | Total adjustments from non-GAAP tax rate | 5.7% | 0.7% | 0.4% | | | Non-GAAP effective tax rate | 22.4% | 23.8% | 25.0% | | | | | Weighted-average common shares outstanding for diluted earnings per share | 578.6 | 579.2 | 508.4 | | | | | U.S. GAAP diluted earnings per share | $3.09 | $1.93 | $2.08 | | | Total adjustments from non-GAAP net income | 0.39 | 0.89 | 0.74 | | | Non-GAAP diluted earnings per share | $3.48 | $2.82 | $2.82 | | We believe that excluding the above items, described further below, from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaqs ongoing operating performance and comparisons in Nasdaqs performance between periods: Adenza purchase accounting adjustment: As discussed in Note 3, Revenue from Contracts with Customers, to the consolidated financial statements, during the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time net revenue reduction of $32 million was recorded in our Financial Technology segment, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. For purposes of evaluating the performance of our segments, we have excluded the reduction of $34 million as this relates to the prior year impact of this change. We have not excluded the offsetting $2 million 2024 impact of this change. Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses and the relative operating performance of the businesses between periods. Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transactions. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs. For the years ended December 31, 2025, and December 31, 2024, these costs included Adenza integration costs and other strategic initiative costs. For the year ended December 31, 2024, these costs were partially offset by the recognition of a termination fee received by Nasdaq in 2024, related to the termination of the proposed divestiture of our Nordic power futures business. For the year ended December 31, 2025, these costs included a repayment of this fee due to the sale of the Nordic power futures business to another buyer, as designated in the settlement agreement. Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, to optimize our efficiencies as a combined organization. We further expanded this program in the fourth quarter of 2024 following the achievement of our initial targets. Actions taken as part of this program were completed as of December 31, 2025, while certain 46 costs may be recognized in the first half of 2026. In addition, we completed our divisional realignment program in September 2024. See Note 20, Restructuring Charges, to the consolidated financial statements for further discussion of these programs. Lease asset impairments: For the year ended December 31, 2023, this included impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in the Consolidated Statements of Income. Gain/loss on extinguishment of debt: For the year ended December 31, 2025 we recorded a gain on early extinguishment of debt and for the year ended December 31, 2024 we recorded a loss on early extinguishment of debt. These gains and losses were recorded under general, administrative and other expense in the Consolidated Statements of Income. See Note 9, Debt Obligations, to the consolidated financial statements for further discussion. Net gain on divestitures: For the year ended December 31, 2025, this includes net gains on divestitures of our Solovis business, Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business. These gains are net of costs to sell. See Note 4, Acquisition and Divestitures, to the consolidated financial statements for further discussion of these transactions. Net (income) loss from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaqs ongoing operating performance or comparisons in Nasdaqs performance between periods. See Equity Method Investments, of Note 6, Investments, to the consolidated financial statements for further discussion. Legal and regulatory matters: For the year ended December 31, 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Consolidated Statements of Income. For the year ended December 31, 2024, this primarily related to the settlement of an SFSA fine, and accruals related to certain legal matters, which are recorded in regulatory expense and professional and contract services in the Consolidated Statements of Income. Pension settlement charge: For the years ended December 31, 2024 and 2023, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits expense in the Consolidated Statements of Income. Other (gain) loss: For the years ended December 31, 2025 and 2024, other items primarily include net gains and losses from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. Total non-GAAP tax adjustments: The non-GAAP adjustment to the income tax provision for all periods primarily includes the tax impact of each non-GAAP adjustment. Other tax adjustments: For the years ended December 31, 2025 and 2024, other tax adjustments reflect a tax benefit related to payments made to certain former Adenza employees. For the year ended December 31, 2025, this also reflects tax benefits from the revaluation of deferred tax liabilities to a lower blended state and local tax rate, revised state positions related to prior years, the release of a prior year reserve following a favorable audit settlement and a divestiture in 2025. For the year ended December 31, 2024, other tax adjustments reflect a one-time net tax expense of $33 million related to the completion of an intra-group transfer of certain IP assets to our U.S. headquarters as well as a tax benefit related to return to provision adjustments and release of tax reserves due to lapse in statute of limitations. LIQUIDITY AND CAPITAL RESOURCES Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing internal investments, debt repayments, and shareholder return activity, including dividends and share repurchases, and potential acquisitions. We expect that our current cash and cash equivalents combined with cash flows provided by operating activities, supplemented with our borrowing capacity and access to additional financing, including our revolving credit facility and our commercial paper program, provides us additional flexibility to meet our ongoing obligations and the capital deployment strategic actions described above, while allowing us to invest in activities and product development that support the long-term growth of our operations. Principal factors that could affect the availability of our internally-generated funds include: deterioration of our revenues in any of our business segments; changes in regulatory and working capital requirements; and an increase in our expenses. Principal factors that could affect our ability to obtain cash from external sources include: operating covenants contained in our credit facilities that limit our total borrowing capacity; 47 credit rating downgrades, which could limit our access to additional debt; a significant decrease in the market price of our common stock; and volatility or disruption in the public debt and equity markets. The following table summarizes selected measures of our liquidity and capital resources: | | | | December 31, 2025 | December 31, 2024 | | | | (in millions) | | | Working capital | $42 | $(116) | | | Cash and cash equivalents | 604 | 592 | | | Financial investments | 28 | 184 | | Working Capital The increase in working capital from December 31, 2024 to December 31, 2025, excluding default funds and margin deposits, which are both equal and offsetting, is primarily due to a decrease in current liabilities and an increase in current assets. Decreased current liabilities were primarily due to: a decrease in Section 31 fees payable due to a decrease in the fee rate, partially offset by higher deferred revenue due to higher average billings, an increase in other current liabilities, an increase in accrued personnel costs, and an increase in short-term debt due to the reclassification of 2026 Notes, partially offset by the repayment of the 2025 Notes. Increased current assets were primarily due to: higher restricted cash primarily due to the movement of regulatory capital to shorter term investments qualifying as cash equivalents, an increase in other current assets, and an increase in cash and cash equivalents; partially offset by lower financial investments at fair value offset in restricted cash above, and decreased receivables, net due to timing of billings. Cash and Cash Equivalents Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of December 31, 2025, our cash and cash equivalents of $604 million were primarily invested in money market funds, European government debt securities, bank deposits and state-owned enterprises notes. Repatriation of Cash Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $280 million as of December 31, 2025 and $181 million as of December 31, 2024. The remaining balance held in the U.S. totaled $324 million as of December 31, 2025 and $411 million as of December 31, 2024. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents, which was $210 million as of December 31, 2025 and $31 million as of December 31, 2024, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Consolidated Balance Sheets. The increase in this balance as of December 31, 2025 is primarily due to more regulatory capital being invested in shorter term investments, which are classified as cash equivalents, and are included in restricted cash and cash equivalents in the Consolidated Balance Sheets as of December 31, 2025. As of December 31, 2024, we had more regulatory capital being invested in longer term investments, which were classified as financial investments in the Consolidated Balance Sheets. Cash Flow Analysis The following table summarizes the changes in cash flows: | | | | Year Ended December 31, | | | | 2025 | 2024 | | | Net cash provided by (used in): | (in millions) | | | Operating activities | $2,255 | $1,939 | | | Investing activities | (1,100) | (953) | | | Financing activities | (2,953) | (2,561) | | Net Cash Provided by Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, depreciation and amortization expense, expense associated with share-based compensation, net income from unconsolidated investees, net gain on divestitures and the effects of changes in working capital. Refer to the above discussion regarding changes in working capital. Net cash provided by operating activities increased $316 million for the year ended December 31, 2025 compared with the same period in 2024. The increase was primarily driven by an increase in net income, partially offset by changes in working capital, as discussed above, and a decrease in adjustments to net income primarily driven by higher net income from unconsolidated investees and net gain on divestitures, partially offset by an increase in deferred income tax expense. Net Cash Used in Investing Activities Net cash used in investing activities increased for the year ended December 31, 2025 as compared to 2024 primarily driven by increases in net purchases of investments related to default funds and margin deposits of $373 million, purchases 48 of property and equipment of $59 million and other investing activities of $46 million primarily related to our corporate venture program, partially offset by proceeds from sales and redemption of securities, net of $191 million, primarily due to more regulatory capital being invested in shorter term investments, which are classified as cash equivalents, and proceeds from divestitures of $140 million. The movement in our default funds and margin deposits has no impact on Nasdaq's cash, cash equivalents, restricted cash or restricted cash equivalents as it is held on behalf of our customers. Net Cash Used in Financing Activities Net cash used in financing activities increased for the year ended December 31, 2025 as compared to 2024 primarily driven by increases in repurchases of common stock of $471 million, an increase in dividends paid of $60 million and an increase in the repayment of debt of $14 million, resulting from our continued commitment toward deleveraging. These increases were partially offset by a decrease in default funds and margin deposits of $146 million which does not impact Nasdaq's cash, cash equivalents, restricted cash or restricted cash equivalents as it relates to customer funds. See Default Fund Contributions and Margin Deposits of Note 15, Clearing Operations, for further discussion of these balances. See Note 9, Debt Obligations, to the consolidated financial statements for further discussion of our debt obligations. See Share Repurchase Program, and Cash Dividends on Common Stock, of Note 12, Nasdaq Stockholders Equity, to the consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. Financial Investments Our financial investments totaled $28 million as of December 31, 2025 and $184 million as of December 31, 2024. Of these securities, $18 million as of December 31, 2025 and $171 million as of December 31, 2024 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Restricted Cash and Cash Equivalents above and Note 6, Investments, to the consolidated financial statements for further discussion. Regulatory Capital Requirements Clearing Operations Regulatory Capital Requirements We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of December 31, 2025, our required regulatory capital of $158 million was primarily comprised of cash and cash equivalents that are included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Broker-Dealer Net Capital Requirements Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of December 31, 2025, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $25million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Nordic and Baltic Exchange Regulatory Capital Requirements The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of December 31, 2025, our required regulatory capital of $47 million was primarily invested in cash and cash equivalents, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets and European government debt securities that are included in financial investments in the Consolidated Balance Sheets. Other Capital Requirements We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of December 31, 2025, other required regulatory capital of $13 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets and cash and cash equivalents, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets. Equity and dividends Share Repurchase Program See Share Repurchase Program, of Note 12, Nasdaq Stockholders Equity, to the consolidated financial statements for further discussion of our share repurchase program, including our ASR agreements. Cash Dividends on Common Stock The following table presents our quarterly cash dividends paid per common share on our outstanding common stock: | | | 2025 | 2024 | | | First quarter | $0.24 | $0.22 | | | Second quarter | 0.27 | 0.24 | | | Third quarter | 0.27 | 0.24 | | | Fourth quarter | 0.27 | 0.24 | | | Total | $1.05 | $0.94 | | See Cash Dividends on Common Stock, of Note 12, Nasdaq Stockholders Equity, to the consolidated financial statements for further discussion of the dividends. 49 Debt Obligations Our outstanding debt obligations, by contractual maturity, at December 31, 2025 are as follows (in U.S. Dollar millions): n U.S. Notes n Euro Notes During 2025, we paid $426 million, excluding accrued interest, to repurchase an aggregate book value of $444 million of our 2026 Notes, 2028 Notes, 2034 Notes and 2052 Notes. We also repaid in full, at maturity, the 2025 Notes for an aggregate of $400 million. As of December 31, 2025, the weighted average interest rate on our debt obligations was approximately 3.7%, and for the year ended December 31, 2025, the weighted average interest rate on our debt obligations was approximately 3.81%. This rate can fluctuate based on changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt. See foreign currency exchange rate risk below for further discussion on hedging associated with our Euro Notes. In addition to the 2022 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. These European credit facilities, which are available in multiple currencies, totaled $208 million as of December 31, 2025 and $174 million as of December 31, 2024 in available liquidity, none of which was utilized. As of December 31, 2025, we were in compliance with the covenants of all of our debt obligations. See Note 9, Debt Obligations, to the consolidated financial statements for further discussion of our debt obligations. CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of December 31, 2025, and the estimated timing thereof. | | | Payments Due by Period | | | (in millions) | Total | <1 year | 1-3 years | 3-5 years | 5+ years | | | Debt obligation by contractual maturity | $14,240 | $760 | $1,415 | $1,952 | $10,113 | | | Operating lease obligations | 638 | 84 | 165 | 146 | 243 | | | Purchase obligations | 1,506 | 150 | 260 | 280 | 816 | | | Total | $16,384 | $994 | $1,840 | $2,378 | $11,172 | | In the table above: Debt obligations by contractual maturity include both principal and interest obligations. For our Euro Notes, interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2025. See Note 9, Debt Obligations, to the consolidated financial statements for further discussion. 50 Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2025, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 16, Leases, to the consolidated financial statements for further discussion of our leases. Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of December 31, 2025 is primarily comprised of our multi-year Amazon Web Services partnership contract, which we expanded and extended in the first quarter of 2025. This contract will benefit both our Financial Technology and Market Services segments, including their modernization. The expansion of this contract is not expected to increase our cloud expense compared to our expectation over the short term or the life of the contract, and preserves flexibility beyond our forecast. OFF-BALANCE SHEET ARRANGEMENTS For discussion of off-balance sheet arrangements see: Note 15, Clearing Operations, to the consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and Note 18, Commitments, Contingencies and Guarantees, to the consolidated financial statements for further discussion of: Guarantees issued and credit facilities available; Other guarantees; and Routing brokerage activities. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities. We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis. We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes. Interest Rate Risk We are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. All of our outstanding debt obligations are fixed-rate obligations. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate derivatives agreements to manage that risk. Financial Investments As of December 31, 2025, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. The impact of an immediate increase to market interest rates, uniformly, by a hypothetical 100 basis points from levels as of December 31, 2025, would not have a material impact on our financial statements. Debt Obligations As of December 31, 2025, all of our outstanding debt obligations are fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 9, Debt Obligations, to the consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, as this facility has a variable interest rate. We may also be exposed to changes in interest rates if there are amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of December 31, 2025, there were no outstanding borrowings under our 2022 Revolving Credit Facility or commercial paper program. Foreign Currency Exchange Rate Risk We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2025 and 2024 is presented in the following tables. The tables below do not include the offsetting impact of our hedging programs. 51 | | | Euro | Swedish Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar | | | (in millions, except currency rate) | | | Year Ended December 31, 2025 | | | Average FX rate to the U.S. dollar | 1.128 | 0.102 | 0.716 | # | N/A | | | Percentage of revenues less transaction-based expenses | 7.7% | 3.3% | 0.6% | 3.5% | 84.9% | | | Percentage of operating income | 8.6% | (2.8)% | (6.4)% | (9.8)% | 110.4% | | | Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses | $(40) | $(17) | $(3) | $(18) | $ | | | Impact of a 10% adverse currency fluctuation on operating income | $(20) | $(7) | $(15) | $(23) | $ | | | | | Euro | Swedish Krona | Canadian Dollar | Other Foreign Currencies | U.S. Dollar | | | (in millions, except currency rate) | | | Year Ended December 31, 2024 | | | Average FX rate to the U.S. dollar | 1.082 | 0.095 | 0.730 | # | N/A | | | Percentage of revenues less transaction-based expenses | 7.9% | 3.4% | 0.7% | 3.7% | 84.3% | | | Percentage of operating income | 11.8% | (5.9)% | (7.8)% | (10.5)% | 112.4% | | | Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses | $(37) | $(16) | $(3) | $(17) | $ | | | Impact of a 10% adverse currency fluctuation on operating income | $(21) | $(11) | $(14) | $(19) | $ | | __________ #Represents multiple foreign currency rates. N/ANot applicable. The adverse impacts shown in the preceding tables should be viewed individually by currency and not in aggregate, due to the correlation between changes in exchange rates for certain currencies. We may use foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenues and expenses in the normal course of business. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. These foreign exchange contracts are carried at fair value, with maturities that can range up to 18 months. We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive loss in the Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, or in the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the related gain or loss on the cash flow hedge to revenue or operating expenses, as applicable. As of December 31, 2025, the fair value of our derivatives designated as cash flow hedging instruments are not material. Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. Our primary exposure to net assets in foreign currencies as of December 31, 2025 is presented in the following table: | | | | Net Assets | Impact of a 10% Adverse Currency Fluctuation | | | | (in millions) | | | Swedish Krona | $3,340 | $(334) | | | Norwegian Krone | 141 | (14) | | | Canadian Dollar | 137 | (14) | | | Australian Dollar | 84 | (8) | | | British Pound | 78 | (8) | | In the table above, Swedish Krona includes goodwill of $2,488 million and intangible assets, net of $511 million. 52 Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. See Note 9, Debt Obligations, to the consolidated financial statements. We enter into foreign exchange contracts to hedge a portion of our net investment in certain foreign subsidiaries. These foreign exchange contracts are carried at fair value, with maturities ranging up to eight years, and reported as either an asset or liability depending on their position as of the balance sheet date, and accumulated other comprehensive loss in the Consolidated Balance Sheets. The accumulated gains and losses associated with these instruments will remain in accumulated other comprehensive loss until the foreign subsidiaries are sold or substantially liquidated, at which point they will be reclassified into earnings. Credit Risk Credit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk. Credit risk associated with investments is minimized substantially by ensuring that these financial assets are placed with governments which have investment grade ratings, well-capitalized financial institutions and other creditworthy counterparties. Our subsidiary, Nasdaq Execution Services, may be exposed to credit risk due to the default of trading counterparties in connection with the routing services it provides for our trading customers. System trades in cash equities routed to other market centers for members of our cash equity exchanges are routed by Nasdaq Execution Services for clearing to the NSCC. In this function, Nasdaq Execution Services is to be neutral by the end of the trading day, but may be exposed to intraday risk if a trade extends beyond the trading day and into the next day, thereby leaving Nasdaq Execution Services susceptible to counterparty risk in the period between accepting the trade and routing it to the clearinghouse. In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before the clearinghouse enters the transaction. Once the clearinghouse officially accepts the trade for novation, Nasdaq Execution Services is legally removed from trade execution risk. However, Nasdaq has membership obligations to NSCC independent of Nasdaq Execution Services arrangements. Pursuant to the rules of the NSCC and Nasdaq Execution Services clearing agreement, Nasdaq Execution Services is liable for any losses incurred due to a counterparty or a clearing agents 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 customers failure to satisfy its contractual obligations as counterparty to a system trade. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or visible market participants could also result in market-wide credit difficulties or other market disruptions. We have credit risk related to transaction and subscription- based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in the Consolidated Balance Sheets. We review and evaluate changes in the status of our counterparties creditworthiness. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations. We also are exposed to credit risk through our clearing operations with Nasdaq Clearing. See Note 15, Clearing Operations, to the consolidated financial statements for further discussion. Our clearinghouse holds material amounts of clearing member cash deposits, which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. As the clearinghouse may remit to the members interest earned at prevailing market rates, less a spread, this could include negative or reduced yield due to market conditions. The following is a summary of the risks associated with these deposits and how these risks are mitigated. Credit Risk: When the clearinghouse has the ability to hold cash collateral at a central bank, the clearinghouse utilizes its access to the central bank system to minimize credit risk exposures. When funds are not held at a central bank, we seek to substantially mitigate credit risk by ensuring that investments are primarily placed in large, highly rated financial institutions, highly rated government debt instruments and other creditworthy counterparties. 53 Liquidity Risk: Liquidity risk is the risk a clearinghouse may not be able to meet its payment obligations in the right currency, in the right place and the right time. To mitigate this risk, the clearinghouse monitors liquidity requirements closely and maintains funds and assets in a manner which minimizes the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, holding funds with a central bank where possible or investing in highly liquid government debt instruments serves to reduce liquidity risks. Interest Rate Risk: Interest rate risk is the risk that interest rates rise causing the value of purchased securities to decline. If we were required to sell securities prior to maturity, and interest rates had risen, the sale of the securities might be made at a loss relative to the latest market price. Our clearinghouse seeks to manage this risk by making short-term investments of members cash deposits. In addition, the clearinghouse investment guidelines allow for direct purchases or repurchase agreements with short dated maturities of high quality sovereign debt (for example, European government and U.S. Treasury securities), central bank certificates and multilateral development bank debt instruments. Security Issuer Risk: Security issuer risk is the risk that an issuer of a security defaults on its payment when the security matures. This risk is mitigated by limiting allowable investments and collateral under reverse repurchase agreements to high quality sovereign, government agency or multilateral development bank debt instruments. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The accounting policies described below are significantly affected by critical accounting estimates. Such accounting policies require significant judgments, assumptions, and estimates used in the preparation of the consolidated financial statements, and actual results could differ materially from the amounts reported based on these policies. Revenue Recognition As part of our on-premises offerings for our AxiomSL, market technology, and Calypso solutions within our Financial Technology segment, we enter into long-term contracts with our customers that contain multiple performance obligations. These contracts often include combinations of software licenses, professional services, PCS, and other services. We allocate the total contract value to each performance obligation based on relative standalone selling prices, or SSP. When observable prices are not available such as, when a product or service is not sold separately, we estimate SSP using an expected cost-plus- margin approach. In certain cases, we apply a residual approach, allocating the remaining transaction price to undetermined obligations after assigning amounts to those with observable SSPs. For AxiomSL on-premises contracts, we account for the software license and PCS as a single performance obligation. This is due to the frequent and mandatory regulatory updates that are integral to the utility of the software. As such, revenue is recognized ratably over the contract term, reflecting the continuous transfer of value to the customer. As part of our on-premises market technology offering, the performance obligations within our contracts to develop customized technology solutions generally consist of a software license and installation service (professional services), which together form a single distinct performance obligation, as well as PCS. We have determined that the software license and installation service are not distinct as the license and the customized installation service are inputs to produce the combined output, a functional and integrated software system. Revenue for this combined performance obligation is generally recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. We recognize revenue over time as our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. We must estimate total contract costs, which are influenced by factors such as technical complexity, delivery schedules, and productivity. These estimates are reviewed and updated at least quarterly. Any changes in assumptions or estimates are recognized in the period in which they occur and may materially impact the timing and amount of revenue and profit recognized. PCS revenue is recognized ratably over the support period, reflecting the continuous transfer of services. Our Calypso on-premises offering typically includes two distinct performance obligations: a software license and PCS. License revenue is recognized upfront at the point in time when the software is made available to the customer as this is when the customer obtains control and can derive substantially all benefits from the license. PCS revenue is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Accounting for these contracts requires significant judgment across several areas. This includes identifying distinct performance obligations within complex, multi-element arrangements and determining the SSP for each obligation, especially when observable pricing is not available. We also exercise judgment in allocating the transaction price to each performance obligation based on relative SSP, and in 54 selecting the appropriate method to measure progress toward satisfaction of those obligations, such as the input method for long-term implementation services. If estimated total contract costs exceed total revenues, we record a provision for the full expected loss in the period the loss is identified. Due to the significance of judgment in the estimation process, as discussed above, changes in assumptions and estimates may adversely or positively affect financial performance in future periods. For further discussion related to recognition of these revenues, see Revenue From Contracts with Customers - Revenue Recognition, of Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements. Goodwill, Indefinite-Lived Intangible Assets and Related Impairment Testing Assets acquired and liabilities assumed in connection with our acquisitions are recorded at their estimated fair values. Goodwill represents the excess of purchase price over the estimated fair value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. We perform our goodwill impairment test at the reporting unit level for our three reporting units: Capital Access Platforms, Financial Technology and Market Services segments. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite- lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including but not limited to, the size of the reporting units goodwill, the significance of the excess of the reporting units estimated fair value or the indefinite-lived intangible assets fair value over their respective carrying amounts at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. The fair value of each reporting unit is estimated using a combination of a discounted cash flow valuation, which incorporates assumptions regarding future growth rates, terminal values, and discount rates, as well as guideline public company valuations, which incorporates relevant trading multiples of comparable companies and other factors. The estimates and assumptions used consider historical performance and are consistent with the assumptions used in determining future profit plans for each reporting unit, which are approved by our board of directors. The fair value of indefinite-lived intangible assets is primarily determined on the basis of estimated discounted value, using the Greenfield Approach for exchange and clearing registrations and licenses, and the relief from royalty approach or excess earnings approach for trade names, both of which incorporate assumptions regarding future revenue projections and discount rates. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. The following table presents the carrying value of goodwill for our reportable segments at the time of our 2025 annual impairment test: | | | | October 1, 2025 | | | (in millions) | | | Capital Access Platforms | $4,282 | | | Financial Technology | 7,947 | | | Market Services | 2,107 | | | | $14,336 | | In 2025, we performed a qualitative impairment test for goodwill on all reporting units and indefinite-lived intangible assets, as the excesses of their fair values over their respective carrying amounts, at the time of the last quantitative test in 2023, were significant. In conducting the qualitative assessment, we evaluated the performance of each of these reporting units and indefinite-lived intangible assets since the last quantitative test, as well as future financial projections to determine if there were any changes in the key inputs used to determine their respective fair values. We also considered the qualitative factors in FASB ASC Topic 350, IntangiblesGoodwill and Other, as well as other relevant events and circumstances. Based on the results of the qualitative assessment for each reporting unit and indefinite- lived intangible asset, and the predominance of positive indicators and the weight of such indicators, we concluded that the fair values of our reporting units and indefinite-lived intangible assets are more likely than not greater than their respective carrying amounts and as a result, quantitative analyses were not needed. No impairment of goodwill or indefinite-lived intangible assets was recorded in 2025, 2024 and 2023. 55 Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to managements judgment. Changes in these inputs could materially affect the results of our impairment review. If our forecasts of cash flows or other key inputs are negatively revised in the future, the estimated fair value of each reporting unit and of our indefinite-lived intangible assets would be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. Subsequent to our annual impairment test, no indications of impairment were identified. Other Long-Lived Assets and Related Impairment We review our other long-lived assets, such as finite-lived intangible assets, property and equipment, and operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount of the long-lived asset is not recoverable, we would measure the impairment loss as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. The fair value of finite-lived intangible assets, property and equipment and operating lease assets is based on various valuation techniques, such as discounted cash flow analysis. There were no material finite-lived intangible assets impairment charges in 2025, 2024 and 2023. There were no material non-cash property and equipment asset impairment charges in 2025. We recorded pre-tax, non- cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37million in 2024 and $12million in 2023. See Note 20, Restructuring Charges, to the consolidated financial statements for a discussion of these plans. There were no material operating lease assets impairments in 2025 and 2024. As a result of the review of our real estate and facility capacity requirements, for the year ended December 31, 2023, we recorded impairment charges of $23million, of which $18million related to operating lease asset impairment. See Note 16, Leases, for further discussion. No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2025, 2024 or 2023. Income Taxes Estimates and judgments are required in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from net operating loss carryforwards, tax credit carryforwards and temporary differences between the tax and financial statement recognition of revenues and expenses. Our deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Management is required to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. In assessing the need for a valuation allowance, we consider all available evidence including past operating results, the existence of cumulative losses in the most recent fiscal years, estimates of future taxable income and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. In addition, the calculation of our tax liabilities involves uncertainties in the application of tax regulations in the U.S. and other tax jurisdictions. We recognize potential liabilities for anticipated tax audit issues in such jurisdictions based on our estimate of whether, and the extent to which, additional taxes and interest may be due. While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the amount accrued. If events occur and the payment of these amounts ultimately proves unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Item7A. Quantitative and Qualitative Disclosures About Market Risk Information about quantitative and qualitative disclosures about market risk is incorporated herein by reference from Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk. Item8. Financial Statements and Supplementary Data Nasdaqs consolidated financial statements, including Consolidated Balance Sheets as of December 31, 2025 and 2024, Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2025, 2024 and 2023, Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 and notes to our consolidated financial statements, together with a 56 report thereon of Ernst& Young LLP, dated February12, 2026, are attached hereto as pages F-1 through F-44 and incorporated by reference herein. Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item9A. Controls and Procedures Disclosure Controls and Procedures Nasdaqs management, with the participation of Nasdaqs Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of Nasdaqs 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, Nasdaqs Chief Executive Officer and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, Nasdaqs disclosure controls and procedures are effective. Changes in Internal Control Over Financial Reporting There have been no changes in Nasdaqs 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 December 31, 2025 that have materially affected, or are reasonably likely to materially affect, Nasdaqs internal control over financial reporting. Managements Report on Internal Control Over Financial Reporting Management is responsible for the preparation and integrity of the consolidated financial statements appearing in the reports that we file with the SEC. The consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles and include amounts based on managements estimates and judgments. Management is also responsible for establishing and maintaining adequate internal control over Nasdaqs financial reporting. Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting, or ICFR, we maintain a system of internal control that is designed to provide reasonable assurance as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition that could have a material effect on the financial statements. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on its assessment, our management believes that, as of December 31, 2025, our internal control over financial reporting is effective. Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on Nasdaqs internal control over financial reporting, which is included herein. 57 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Nasdaq, Inc. Opinion on Internal Control over Financial Reporting We have audited Nasdaq, Inc.s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Nasdaq, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 12, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New York February12, 2026 58 Item9B. Other Information During the three months ended December 31, 2025, none of the Companys 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item10. Directors, Executive Officers and Corporate Governance Information about Nasdaqs directors, as required by Item401 of Regulation S-K, is incorporated by reference, if applicable, from the discussion under the caption Our Board - Director Nominees in Nasdaqs Proxy Statement. Information about Nasdaqs executive officers, as required by Item401 of Regulation S-K, is incorporated by reference from the discussion under the caption Executive Officers in the Proxy Statement. Information about Section16 reports, as required by Item405 of Regulation S-K, is incorporated by reference from the discussion under the caption Other Items - Delinquent Section 16(a) Reports in the Proxy Statement. Information about Nasdaqs code of ethics, as required by Item406 of Regulation S-K, is incorporated by reference from the discussion under the caption "Governance - Ethics and Compliance" in the Proxy Statement. Information about Nasdaqs nomination procedures, Audit & Risk Committee and Audit & Risk Committee financial experts, as required by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S- K, is incorporated by reference from the discussions under the headings Our Board - Director Nominees and Our Board - Board Committees in the Proxy Statement. Nasdaq has an insider trading policy governing the purchase, sale and other dispositions of Nasdaqs securities that applies to all Nasdaq personnel, including directors, officers, employees, and other covered persons, as well as Nasdaq itself. Nasdaq also follows procedures for the repurchase of its securities. Nasdaq believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of Nasdaqs insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation Information about Nasdaqs director and executive compensation, as required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K, is incorporated by reference from the discussions under the headings Our Board - Director Compensation and Executive Compensation (except under Pay versus Performance) in the Proxy Statement. Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information about security ownership of certain beneficial owners and management, as required by Item403 of Regulation S-K, is incorporated by reference from the discussion under the heading Other Items - Security Ownership of Certain Beneficial Owners and Management in the Proxy Statement. Equity Compensation Plan and ESPP Information Nasdaqs Equity Plan provides for the issuance of our equity securities to all employees and directors as part of their compensation plan. In addition, in jurisdictions where participation in the ESPP is permitted, all our employees are eligible. Employees may purchase shares of our common stock at a 15% discount to the lesser of the closing price of our common stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period. Offering periods under the ESPP are nine months in duration. As of December 31, 2025, all our employees are eligible to participate. The Equity Plan and the ESPP have been previously approved by our stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under all of Nasdaqs compensation plans as of December 31, 2025. | | | Plan Category | Numberofsharesto be issued upon exercise of outstandingoptions, warrantsandrights(a) | Weighted-average exercise price ofoutstandingoptions, warrantsandrights(b) | Numberofshares remainingavailablefor future issuance under equity compensationplans (excluding shares reflectedincolumn(a))(c) | | | Equity compensation plans approved by stockholders | 1,420,323 | $41.79 | 31,636,261 | | | Equity compensation plans not approved by stockholders | | | | | | Total | 1,420,323 | $41.79 | 31,636,261 | | In the table above: As of December 31, 2025, we also had 6,298,594 shares to be issued upon vesting of outstanding restricted stock and PSUs. The numberofshares remainingavailable for future issuance under equity compensationplans (excluding shares reflectedincolumn (a) includes 21,559,043 shares of common stock that may be awarded pursuant to the Equity Plan and (b) 10,077,218 shares of common stock that may be issued pursuant to the ESPP. 59 Item13. Certain Relationships and Related Transactions, and Director Independence Information about certain relationships and related transactions, as required by Item404 of Regulation S-K, is incorporated herein by reference from the discussion under the heading Other Items - Certain Relationships and Related Transactions in the Proxy Statement. Information about director independence, as required by Item407(a) of Regulation S-K, is incorporated herein by reference from the discussion under the heading Our Board - Director Nominees in the Proxy Statement. Item14. Principal Accountant Fees and Services Information about principal accountant fees and services, as required by Item9(e) of Schedule 14A, is incorporated herein by reference from the discussion under the heading Annual Evaluation and 2026 Selection of the Independent Auditors in the Proxy Statement. PART IV Item15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements See Index to Consolidated Financial Statements. (a)(2) Financial Statement Schedules All schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes. (a)(3) Exhibits | | | Exhibit Number | | | | 2.1 | Share Purchase Agreement, dated as of November 18, 2020, by and among Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq, Verafin Holdings Inc., certain shareholders of Verafin (the Sellers), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers (incorporated herein by reference to Exhibit 2.2 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021). | | | | | 2.2 | Amendment to Share Purchase Agreement, dated as of February 11, 2021, by and among Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq, Verafin Holdings Inc., certain shareholders of Verafin (the Sellers), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers (incorporated herein by reference to Exhibit 2.3 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021). | | | | | | | 2.3 | Agreement and Plan of Merger, dated as of June 10, 2023, by and among Nasdaq, Inc., Argus Merger Sub 1, Inc., Argus Merger Sub 2, LLC, Adenza Holdings, Inc. and Adenza Parent, LP. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on June 12, 2023). | | | | | 3.1 | Amended and Restated Certificate of Incorporation of Nasdaq (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 28, 2014). | | | | | 3.1.1 | Certificate of Elimination of Nasdaqs Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1.1 to the Current Report on Form 8-K filed on January 28, 2014). | | | | | 3.1.2 | Certificate of Amendment of Nasdaqs Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 19, 2014). | | | | | 3.1.3 | Certificate of Amendment of Nasdaqs Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 8, 2015). | | | | | 3.1.4 | Certificate of Amendment of Nasdaqs Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on July 20, 2022). | | | | | 3.1.5 | Certificate of Amendment of Nasdaqs Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 16, 2026). | | | | | 3.2 | Nasdaqs Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on January 16, 2026). | | | | | 4.1 | Form of Common Stock certificate (incorporated herein by reference to Exhibit 4.1 to the QuarterlyReport on Form 10-Q for the quarter ended September 30, 2015 filed on November 4, 2015). | | | | | 4.2 | Stockholders Agreement, dated as of February 27, 2008, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 3, 2008). | | | | | 4.2.1 | First Amendment to Stockholders Agreement, dated as of February 19, 2009, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 4.10.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). | | | | 60 | | | 4.2.2 | Second Amendment to Nasdaq Stockholders Agreement, dated as of March 19, 2024, by and between Nasdaq, Inc. and Borse Dubai Limited (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 20, 2024). | | | | | 4.3 | Registration Rights Agreement, dated as of February 27, 2008, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 3, 2008). | | | | | 4.3.1 | First Amendment to Registration Rights Agreement, dated as of February19, 2009, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 4.11.1 to the Annual Report on Form 10-K for the year ended December31, 2008 filed on February27, 2009). | | | | | 4.4 | Stockholders Agreement, dated as of December16, 2010, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Investor AB (incorporated herein by reference to Exhibit 4.12 to the Annual Report on Form 10-K for the year ended December31, 2010 filed on February24, 2011). | | | | | 4.4.1 | First Amendment to Nasdaq Stockholders Agreement, dated as of December 14, 2022, between Nasdaq, Inc. and Investor AB (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 16, 2022). | | | | | 4.5 | Stockholders Agreement, dated as of November 1, 2023, by and among Nasdaq, Inc., Adenza Parent, LP and Thoma Bravo, L.P. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 3, 2023). | | | | | 4.6 | Registration Rights Agreement, dated as of November 1, 2023, by and among Nasdaq, Inc. and Adenza Parent, LP. (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on November 3, 2023). | | | | | 4.7 | Indenture, dated as of June 7, 2013, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 10, 2013). | | | | | 4.7.1 | Fourth Supplemental Indenture, dated as of June 7, 2016, among Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 7, 2016). | | | | | | | 4.8 | Sixth Supplemental Indenture, dated as of April 1, 2019, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Form 8-A filed on April 1, 2019). | | | | | 4.9 | Seventh Supplemental Indenture, dated February 13, 2020, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Companys Form 8-A filed on February 13, 2020). | | | | | 4.10 | Eighth Supplemental Indenture, dated April 28, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 28, 2020). | | | | | 4.11 | Tenth Supplemental Indenture, dated December 21, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on December 21, 2020). | | | | | 4.12 | Eleventh Supplemental Indenture, dated December 21, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on December 21, 2020). | | | | | 4.13 | Twelfth Supplemental Indenture, dated July 30, 2021, by and among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee and HSBC Bank USA, National Association, as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Companys Form 8-A filed on July 30, 2021). | | | | | 4.14 | Thirteenth Supplemental Indenture, dated as of March 7, 2022, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on March 7, 2022). | | | | | 4.15 | Fourteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 28, 2023). | | | | | 4.16 | Fifteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 28, 2023). | | | | 61 | | | 4.17 | Sixteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on June 28, 2023). | | | | | 4.18 | Seventeenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.5 to the Current Report on Form 8-K filed on June 28, 2023). | | | | | 4.19 | Eighteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.6 to the Current Report on Form 8-K filed on June 28, 2023). | | | | | 4.20 | Nineteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee and HSBC Bank USA, National Association, as paying agent, registrar and transfer agent (incorporated herein by reference to Exhibit 4.7 to the Current Report on Form 8-K filed on June 28, 2023). | | | | | 4.21 | Description of Securities. | | | | | 10.1 | Board Compensation Policy, as amended and restated, effective on June 11, 2025 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed on July 25, 2025).* | | | | | 10.2 | Nasdaq Executive Corporate Incentive Plan, effective as of January 1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-Kfiled on May11, 2015).* | | | | | 10.3 | Nasdaq, Inc. Equity Incentive Plan (as amended and restated as of April24, 2018) (incorporated herein by reference to Exhibit 10.1 to the Form S-8filed on May25, 2018).* | | | | | 10.4 | Form of Nasdaq Non-Qualified Stock Option Award Certificate (incorporated herein by reference toExhibit 10.3 to the Annual Report on Form 10-K for the year ended December31, 2010 filed on February24, 2011).* | | | | | 10.5 | Form of Nasdaq Restricted Stock Unit Award Certificate (employees) (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed on July 25, 2025).* | | | | | 10.6 | Form of Nasdaq Restricted Stock Unit Award Certificate (directors) (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed on July 25, 2025).* | | | | | | | 10.7 | Form of Nasdaq Three-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed on July 25, 2025).* | | | | | 10.7.1 | Form of Nasdaq Two-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed on August 6, 2024).* | | | | | 10.8 | Form of Nasdaq Continuing Obligations Agreement (incorporated by reference to Exhibit 10.9 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022). | | | | | 10.9 | Amended and Restated Supplemental Executive Retirement Plan, dated as of December17, 2008 (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | | | | | 10.10 | Amendment No. 1 to Amended and Restated Supplemental Executive Retirement Plan, effective as of December 31, 2008 (incorporated herein by reference to Exhibit 10.6.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | | | | | 10.11 | Nasdaq Supplemental Employer Retirement Contribution Plan, dated as of December 17, 2008 (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form10-K for the year ended December 31, 2008 filed on February 27, 2009).* | | | | | 10.12 | Nasdaq, Inc. Deferred Compensation Plan, effective July 1, 2022 (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 16, 2022).* | | | | | 10.13 | Nonqualified Stock Option Award Certificate to Adena T. Friedman from Nasdaq, Inc. in connection with grant made on January 3, 2017 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 7, 2017).* | | | | | 10.14 | Employment Agreement between Nasdaq and Adena Friedman, made and entered into on November 19, 2021 and effective as of January 1, 2022 (incorporated herein by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022).* | | | | | 10.15 | Nonqualified Stock Option Award Certificate to Adena T. Friedman from Nasdaq, Inc. in connection with grant made on January 3, 2022 (incorporated herein by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022).* | | | | 62 | | | 10.16 | Employment Agreement between Nasdaq, Inc. and Adena T. Friedman, dated as of March 11, 2025 (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on April 28, 2025).* | | | | | 10.17 | Employment Agreement by and between Nasdaq, Inc. and Bradley J. Peterson, dated June 22, 2022 (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed on August 3, 2022).* | | | | | 10.17.1 | Employment Agreement between Nasdaq, Inc. and Bradley J, Peterson, dated as of March 10, 2025 (incorporated herein by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on April 28, 2025).* | | | | | 10.18 | Employment Offer Letter by and between Nasdaq, Inc. and Michelle Daly dated January 29, 2021 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 3, 2021).* | | | | | 10.19 | Employment Agreement between Nasdaq, Inc. and Tal Cohen, dated as of March 10, 2025 (incorporated herein by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed on April 28, 2025).* | | | | | 10.20 | Employment Offer Letter by and between Nasdaq, Inc. and Sarah Youngwood, dated as of August 31, 2023 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed on November 3, 2023).* | | | | | 10.21 | Nasdaq Change in Control Severance Plan For Non-CEO Presidents, Executive Vice Presidents and Senior Vice Presidents, effective November 26, 2013, as amended December 6, 2022 (incorporated herein by reference to Exhibit 10.19 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023).* | | | | | 10.22 | Amended and Restated Credit Agreement, dated as of December 16, 2022, among Nasdaq, Inc., the various lenders and issuing bank party thereto and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 16, 2022). | | | | | 10.23 | Amendment No. 1 to Amended and Restated Credit Agreement, dated as of March 29, 2023, among Nasdaq, Inc., the Lenders party hereto, Bank of America, N.A., as administrative agent and BofA Securities, Inc., as Sustainability Coordinator (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed on May 4, 2023). | | | | | | | 10.24 | Amendment No. 2 to Amended and Restated Credit Agreement, dated as of June 16, 2023, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 20, 2023). | | | | | 10.25 | Amendment No. 3 to Amended and Restated Credit Agreement, dated as of August 2, 2024, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on October 29, 2024). | | | | | 10.26 | Amendment No. 4 to Amended and Restated Credit Agreement, dated as of December 16, 2024, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto, Bank of America, N.A., as administrative agent and BofA Securities, Inc., as sustainability coordinator (incorporated herein by reference to Exhibit 10.26 to the Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 21, 2025). | | | | | 10.27 | Form of Commercial Paper Dealer Agreement between Nasdaq, Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 26, 2017). | | | | | 11 | Statement regarding computation of per share earnings (incorporated herein by reference from Note 13 to the consolidated financial statements under PartII, Item8 of this Form10-K). | | | | | 19.1 | Insider Trading Policy. | | | | | 21.1 | List of all subsidiaries. | | | | | 23.1 | Consent of Ernst & Young LLP. | | | | | 24.1 | Powers of Attorney. | | | | | 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley). | | | | | 31.2 | Certification of Executive Vice President and ChiefFinancialOfficer pursuant to Section 302 of Sarbanes-Oxley. | | | | | 32.1 | Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley. | | | | | 97.1 | Supplemental Executive Officer Recoupment Policy (incorporated herein by reference to Exhibit 97.1 to the Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 21, 2024).* | | | | 63 | | | 101 | The following materials from the Nasdaq, Inc. Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Changes in Stockholders Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) notes to consolidated financial statements. | | | | | 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. | | ____________ *Management contract or compensatory plan or arrangement. Schedules have been omitted pursuant to Items 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. (b) Exhibits: See Item15(a)(3) above. (c) Financial Statement Schedules: All schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes. Item16. Form 10-K Summary None. 64 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February12, 2026. | | | Nasdaq, Inc. | | | (Registrant) | | | | | By: | /s/ Adena T. Friedman | | | Name: | Adena T. Friedman | | | Title: | Chief Executive Officer | | | Date: | February 12, 2026 | | | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February12, 2026. | | | By: | /s/ Adena T. Friedman | | | Name: | Adena T. Friedman | | | Title: | Chief Executive Officer and Chair of the Board | | | | | By: | /s/ Sarah Youngwood | | | Name: | Sarah Youngwood | | | Title: | Executive Vice President and Chief Financial Officer | | | | | By: | /s/ Michelle Daly | | | Name: | Michelle Daly | | | Title: | Senior Vice President, Controller and Principal Accounting Officer | | | | | By: | * | | | Name: | Melissa M. Arnoldi | | | Title: | Director | | | | | By: | * | | | Name: | Charlene T. Begley | | | Title: | Director | | | | | By: | * | | | Name: | Essa Kazim | | | Title: | Director | | | | | By: | * | | | Name: | Thomas A. Kloet | | | Title: | Director | | | | | By: | * | | | Name: | Kathryn A. Koch | | | Title: | Director | | | | | By: | * | | | Name: | Holden Spaht | | | Title: | Director | | | | | | | By: | * | | | Name: | Michael R. Splinter | | | Title: | Director | | | | | By: | * | | | Name: | Johan Torgeby | | | Title: | Director | | | | | By: | * | | | Name: | Toni Townes-Whitley | | | Title: | Director | | | | | By: | * | | | Name: | Jeffery W. Yabuki | | | Title: | Director | | | | | By: | * | | | Name: | Alfred W. Zollar | | | Title: | Director | | | | | * Pursuant to Power of Attorney | | | By: | /s/ John A. Zecca | | | Name: | John A. Zecca | | | Title: | Attorney-in-Fact | | F-1 Nasdaq, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS The following consolidated financial statements of Nasdaq, Inc. and its subsidiaries are presented herein on the page indicated: | | | | | | Report of Independent Registered Public Accounting Firm(PCAOB ID 42) | F-2 | | | Consolidated Balance Sheets | F-4 | | | Consolidated Statements of Income | F-5 | | | Consolidated Statements of Comprehensive Income | F-6 | | | Consolidated Statements of Changes in Stockholders Equity | F-7 | | | Consolidated Statements of Cash Flows | F-8 | | | Notes to Consolidated Financial Statements | F-9 | | F-2 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Nasdaq, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Nasdaq, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes(collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 12, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates. | | | Calypso and AxiomSL on-premises license revenue recognition | | | Description of the Matter | As described in Notes 2 and 3 to the consolidated financial statements, the Company recognizes revenue within its Regulatory Technology and Capital Markets Technology products for AxiomSL and Calypso on-premises license agreements, respectively. The AxiomSL on-premises software offering includes both license and post-contract customer support, which includes frequent and ongoing mandatory regulatory updates. Both the AxiomSL on-premises license and the post-contract customer support, inclusive of the frequent and ongoing mandatory regulatory updates, are accounted for as a single performance obligation and recognized ratably over the contract term. For the on-premises Calypso capital markets product, distinct performance obligations are recognized for the license and post-contract customer support and the performance obligation of the on-premises license revenue is recognized upfront at the point in time when the software is made available to the user. Post-contract customer support is recognized over time on a ratable basis over the contract period.Auditing the Companys identification of performance obligations along with the timing over which those performance obligations are satisfied for the acquired AxiomSL and Calypso on-premises license agreements required complex judgment. | | F-3 | | | How We Addressed the Matter in Our Audit | We obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products. To test the Companys judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Companys AxiomSL and Calypso service offerings and evaluating managements conclusions regarding which were distinct. We read a sample of executed contracts to assess managements evaluation of significant terms, including the determination of distinct performance obligations. | | /s/ Ernst & Young LLP We have served as the Companys auditor since 1986. New York, New York February12, 2026 F-4 Nasdaq, Inc. Consolidated Balance Sheets (in millions, except share and par value amounts) | | | December 31, 2025 | December 31, 2024 | | | Assets | | | Current assets: | | | Cash and cash equivalents | $604 | $592 | | | Restricted cash and cash equivalents | 210 | 31 | | | Default funds and margin deposits (including restricted cash and cash equivalents of $3,120 and $4,383, respectively) | 5,842 | 5,664 | | | Financial investments | 28 | 184 | | | Receivables, net | 943 | 1,022 | | | Other current assets | 376 | 293 | | | Total current assets | 8,003 | 7,786 | | | Property and equipment, net | 728 | 593 | | | Goodwill | 14,371 | 13,957 | | | Intangible assets, net | 6,511 | 6,905 | | | Operating lease assets | 447 | 375 | | | Other non-current assets | 993 | 779 | | | Total assets | $31,053 | $30,395 | | | | | Liabilities | | | Current liabilities: | | | Accounts payable and accrued expenses | $280 | $269 | | | Section 31 fees payable to SEC | | 319 | | | Accrued personnel costs | 364 | 325 | | | Deferred revenue | 785 | 711 | | | Other current liabilities | 259 | 215 | | | Default funds and margin deposits | 5,842 | 5,664 | | | Short-term debt | 431 | 399 | | | Total current liabilities | 7,961 | 7,902 | | | Long-term debt | 8,573 | 9,081 | | | Deferred tax liabilities, net | 1,584 | 1,594 | | | Operating lease liabilities | 462 | 388 | | | Other non-current liabilities | 241 | 230 | | | Total liabilities | 18,821 | 19,195 | | | | | Commitments and contingencies | | | | | | | Equity | | | Nasdaq stockholders equity: | | | Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 594,620,320 at December 31, 2025 and 598,920,378 at December 31, 2024; shares outstanding: 569,894,024 at December 31, 2025 and 575,062,217 at December 31, 2024 | 6 | 6 | | | Additional paid-in capital | 5,122 | 5,530 | | | Common stock in treasury, at cost: 24,726,296 shares at December 31, 2025 and 23,858,161 shares at December 31, 2024 | (716) | (647) | | | Accumulated other comprehensive loss | (1,773) | (2,099) | | | Retained earnings | 9,588 | 8,401 | | | Total Nasdaq stockholders equity | 12,227 | 11,191 | | | Noncontrolling interests | 5 | 9 | | | Total equity | 12,232 | 11,200 | | | Total liabilities and equity | $31,053 | $30,395 | | See accompanying notes to consolidated financial statements. F-5 Nasdaq, Inc. Consolidated Statements of Income (in millions, except per share amounts) | | | | Year Ended December 31, | | | | 2025 | 2024 | 2023 | | | Revenues: | | | | Capital Access Platforms | $2,137 | $1,945 | $1,744 | | | Financial Technology | 1,850 | 1,621 | 1,099 | | | Market Services | 4,214 | 3,771 | 3,156 | | | Other revenues | 61 | 63 | 65 | | | Total revenues | 8,262 | 7,400 | 6,064 | | | Transaction-based expenses: | | | | | Transaction rebates | (2,572) | (2,026) | (1,838) | | | Brokerage, clearance and exchange fees | (441) | (725) | (331) | | | Revenues less transaction-based expenses | 5,249 | 4,649 | 3,895 | | | Operating expenses: | | | | | Compensation and benefits | 1,392 | 1,324 | 1,082 | | | Professional and contract services | 160 | 152 | 128 | | | Technology and communication infrastructure | 316 | 281 | 233 | | | Occupancy | 124 | 112 | 129 | | | General, administrative and other | 75 | 109 | 113 | | | Marketing and advertising | 65 | 54 | 47 | | | Depreciation and amortization | 632 | 613 | 323 | | | Regulatory | 52 | 55 | 34 | | | Merger and strategic initiatives | 60 | 35 | 148 | | | Restructuring charges | 42 | 116 | 80 | | | Total operating expenses | 2,918 | 2,851 | 2,317 | | | Operating income | 2,331 | 1,798 | 1,578 | | | Interest income | 39 | 28 | 115 | | | Interest expense | (367) | (414) | (284) | | | Net gain on divestitures | 86 | | | | | Other income (loss) | (27) | 21 | (1) | | | Net income (loss) from unconsolidated investees | 83 | 16 | (7) | | | Income before income taxes | 2,145 | 1,449 | 1,401 | | | Income tax provision | 358 | 334 | 344 | | | Net income | 1,787 | 1,115 | 1,057 | | | Net loss attributable to noncontrolling interests | 1 | 2 | 2 | | | Net income attributable to Nasdaq | $1,788 | $1,117 | $1,059 | | | Per share information: | | | | | Basic earnings per share | $3.12 | $1.94 | $2.10 | | | Diluted earnings per share | $3.09 | $1.93 | $2.08 | | | Cash dividends declared per common share | $1.05 | $0.94 | $0.86 | | See accompanying notes to consolidated financial statements. F-6 Nasdaq, Inc. Consolidated Statements of Comprehensive Income (in millions) | | | | Year Ended December 31, | | | | 2025 | 2024 | 2023 | | | Net income | $1,787 | $1,115 | $1,057 | | | Other comprehensive income (loss): | | | | Foreign currency translation gains (losses) | 225 | (135) | 39 | | | Income tax benefit (expense)(1) | 94 | (45) | 18 | | | Foreign currency translation, net | 319 | (180) | 57 | | | | | Employee benefit plan adjustment | (1) | 17 | 11 | | | Income tax expense | | (4) | (3) | | | Employee benefit plan, net | (1) | 13 | 8 | | | | | Unrealized gain (loss) on derivatives instruments, net | 8 | (8) | 2 | | | | | Total other comprehensive income (loss), net of tax | 326 | (175) | 67 | | | Comprehensive income | 2,113 | 940 | 1,124 | | | Comprehensive loss attributable to noncontrolling interests | 1 | 2 | 2 | | | Comprehensive income attributable to Nasdaq | $2,114 | $942 | $1,126 | | ____________ (1)Primarily relates to the tax effect of unrealized gains and losses on our Euro Notes. See accompanying notes to consolidated financial statements. F-7 Nasdaq, Inc. Consolidated Statements of Changes in Stockholders Equity (in millions) | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | Shares | $ | Shares | $ | Shares | $ | | | Common stock | | | Beginning balance | 575 | 6 | 575 | 6 | 492 | 5 | | | Acquisition-related stock issuance | | | | | 86 | 1 | | | Ending balance | 6 | 6 | 6 | | | | | Additional paid-in capital | | | Beginning balance | 5,530 | 5,496 | 1,445 | | | Share repurchase program | (7) | (620) | (2) | (145) | (5) | (269) | | | Share-based compensation | 2 | 165 | 2 | 141 | 3 | 122 | | | Acquisition-related stock issuance | | | | | | 4,169 | | | Other issuances of common stock, net | 1 | 47 | 1 | 38 | 1 | 29 | | | Ending balance | 5,122 | 5,530 | 5,496 | | | | | Common stock in treasury, at cost | | | Beginning balance | (647) | (587) | (515) | | | Employee shares withheld | (1) | (69) | (1) | (60) | (2) | (72) | | | Ending balance | (716) | (647) | (587) | | | | | Accumulated other comprehensive loss | | | Beginning balance | (2,099) | (1,924) | (1,991) | | | Other comprehensive income (loss) | 326 | (175) | 67 | | | Ending balance | (1,773) | (2,099) | (1,924) | | | | | Retained earnings | | | Beginning balance | 8,401 | 7,825 | 7,207 | | | Net income attributable to Nasdaq | 1,788 | 1,117 | 1,059 | | | Cash dividends declared and paid | (601) | (541) | (441) | | | Ending balance | 9,588 | 8,401 | 7,825 | | | | | Total Nasdaq stockholders equity | 12,227 | 11,191 | 10,816 | | | | | Noncontrolling interests | | | Beginning balance | 9 | 11 | 13 | | | Net activity related to noncontrolling interests | (4) | (2) | (2) | | | Ending balance | 5 | 9 | 11 | | | | | Total Equity | 570 | $12,232 | 575 | $11,200 | 575 | $10,827 | | See accompanying notes to consolidated financial statements. F-8 Nasdaq, Inc. Consolidated Statements of Cash Flows (in millions) | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | Cash flows from operating activities: | | | Net income | $1,787 | $1,115 | $1,057 | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | Depreciation and amortization | 632 | 613 | 323 | | | Share-based compensation | 165 | 141 | 122 | | | Deferred income tax expense (benefit) | 48 | (67) | 68 | | | Extinguishment of debt and bridge fees | 5 | 3 | 25 | | | Net gain on divestitures | (86) | | | | | Non-cash restructuring charges | 1 | 37 | 12 | | | Net (income) loss from unconsolidated investees | (83) | (16) | 7 | | | Operating lease asset impairments | | | 13 | | | Adenza purchase accounting adjustment | | 32 | | | | Other reconciling items included in net income | 21 | 35 | 30 | | | Net change in operating assets and liabilities, excluding the effects of divestitures: | | | Receivables, net | 91 | (193) | 3 | | | Other assets | (96) | (50) | 9 | | | Accounts payable and accrued expenses | (6) | (60) | 149 | | | Section 31 fees payable to SEC | (319) | 235 | (160) | | | Accrued personnel costs | 25 | 34 | 13 | | | Deferred revenue | 69 | 67 | 88 | | | Other liabilities | 1 | 13 | (63) | | | Net cash provided by operating activities | 2,255 | 1,939 | 1,696 | | | Cash flows from investing activities: | | | Purchases of securities | (243) | (206) | (712) | | | Proceeds from sales and redemptions of securities | 427 | 199 | 719 | | | Proceeds from divestitures, net of cash divested | 140 | | | | | Acquisition of businesses, net of cash and cash equivalents acquired | | | (5,766) | | | Purchases of property and equipment | (266) | (207) | (158) | | | Investments related to default funds and margin deposits, net(1) | (1,080) | (707) | (74) | | | Other investing activities | (78) | (32) | (3) | | | Net cash used in investing activities | (1,100) | (953) | (5,994) | | | Cash flows from financing activities: | | | Repayments of commercial paper, net | | (291) | (371) | | | Repayments of debt and credit commitment | (826) | (521) | (260) | | | Proceeds from issuances of debt, net of issuance costs | | | 5,608 | | | Repurchases of common stock | (616) | (145) | (269) | | | Dividends paid | (601) | (541) | (441) | | | Payments related to employee shares withheld for taxes | (69) | (60) | (72) | | | Default funds and margin deposits | (884) | (1,030) | 22 | | | Other financing activities | 43 | 27 | 3 | | | Net cash provided by (used in) financing activities | (2,953) | (2,561) | 4,220 | | | Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | 726 | (537) | 202 | | | Net decrease in cash and cash equivalents and restricted cash and cash equivalents | (1,072) | (2,112) | 124 | | | Cash and cash equivalents, restricted cash and cash equivalents at beginning of period | 5,006 | 7,118 | 6,994 | | | Cash and cash equivalents, restricted cash and cash equivalents at end of period | $3,934 | $5,006 | $7,118 | | | Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents | | | Cash and cash equivalents | $604 | $592 | $453 | | | Restricted cash and cash equivalents | 210 | 31 | 20 | | | Restricted cash and cash equivalents (default funds and margin deposits) | 3,120 | 4,383 | 6,645 | | | Total | $3,934 | $5,006 | $7,118 | | | Supplemental Disclosure Cash Flow Information | | | Cash paid for: | | | Interest paid | $354 | $405 | $177 | | | Income taxes paid, net of refunds | $373 | $358 | $254 | | __________________________ (1)See "Default Fund Contributions and Margin Deposits," of Note 15, "Clearing Operations," for further details. See accompanying notes to consolidated financial statements. F-9 Nasdaq, Inc. Notes to Consolidated Financial Statements 1. ORGANIZATION AND NATURE OF OPERATIONS Nasdaq is a leading technology platform that powers the worlds economies. We architect the infrastructure of the worlds 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. 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 December 31, 2025, a total of 5,599 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of December 31, 2025, there were 4,480 total listings on The Nasdaq Stock Market, including 1,112 ETPs. The Nasdaq combined market capitalization in the U.S. was approximately $40.6 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,119 listed companies with a combined market capitalization of approximately $2.4 trillion. Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled futures, options and options on futures on our indices. As of December 31, 2025, 451 ETPs listed on 27 exchanges in over 20 countries tracked a Nasdaq index and accounted for $882 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 solutions, 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 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 financial institutions detect, investigate, and report money laundering and financial fraud. Regulatory Technology comprises our AxiomSL and surveillance solutions. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSLs platform supports F-10 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 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, Acquisition and 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The 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 entitys operating and financial policies, such investment is accounted for under the equity method of accounting. See Equity Method Investments within Investments below for further discussion. The accompanying 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. Certain prior year amounts have been reclassified to conform to the current year presentation. In addition, certain percentages and per share amounts herein may not sum or recalculate due to rounding. Use of Estimates In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in the consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. Foreign Currency Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income. Translation gains or losses resulting from translating our subsidiaries financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate. Cash and Cash Equivalents Cash and cash equivalents include all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. Such equivalent investments included in cash and cash equivalents in the Consolidated Balance Sheets were $337 million as of December 31, 2025 and $373 million as of December 31, 2024. Cash equivalents are carried at cost plus accrued F-11 interest, which approximates fair value due to the short maturities of these investments. Restricted Cash Restricted cash and cash equivalents, which was $210 million as of December 31, 2025 and $31 million as of December 31, 2024, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Consolidated Balance Sheets. As of December 31, 2025 and 2024, restricted cash and cash equivalents primarily includes funds held for regulatory capital for our trading and clearing businesses. Default Funds and Margin Deposits Nasdaq Clearing members cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. 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. 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 Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. Receivables, net Our receivables are concentrated with our customers which primarily include corporate clients, banks, investment managers, brokers, and exchange operators. Receivables are shown net of allowance for credit losses. The allowance is maintained at a level that management believes to be sufficient to absorb expected losses over the life of our accounts receivable portfolio. The allowance is increased by the provision for bad debts, which is included in general, administrative and other expense in the Consolidated Statements of Income, and decreased by the amount of charge-offs, net of recoveries. The allowance is primarily based on an aging methodology. This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility. In developing our estimate of lifetime expected credit losses, we also consider business, economic, and market conditions that may affect customers ability to pay, as well as identifiable changes in the risk characteristics of our customer base. In circumstances where a specific customers inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customers ability to pay), our estimates of recoverability could be reduced by a material amount. The total allowance netted against receivables in the Consolidated Balance Sheets was $11 million as of December 31, 2025 and $10 million as of December 31, 2024. Any provision for bad debt or write-off recorded during the year was immaterial. Investments Purchases and sales of investment securities are recognized on settlement date. Financial Investments Financial investments are comprised of trading securities bought primarily to meet regulatory capital requirements. These investments are classified as trading securities as they are generally sold in the near term, with changes in fair value included in other income (loss) in the Consolidated Statements of Income. Fair values are obtained from third-party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See Fair Value Measurements below for further discussion of fair value measures. Equity Securities Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income (loss) in the Consolidated Statements of Income. Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on the share price from the investees latest financing round, the performance of the investee in relation to its own operating targets, the investees liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security and, if the fair value is less than the carrying amount of the security, will recognize an impairment loss in net income equal to the difference in the F-12 period the impairment occurs. See Note 6, Investments, for further discussion of our equity securities. Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year. Equity Method Investments In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. 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. We evaluate our equity method investments for other-than- temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs. See Note 6, Investments, for further discussion of our equity method investments. Derivative Financial Instruments and Hedging Activities We may use derivative financial instruments to manage exposure to changes in currency exchange rates. We do not use these contracts for speculative trading purposes. Non-Designated Derivatives We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges under ASC 815, Derivatives and Hedging. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure. As of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, the fair value of our non-designated derivative instruments and the related gains and losses were immaterial. Derivatives designated as cash flow hedges We enter into foreign currency contracts and designate them as cash flow hedges to manage forecasted foreign currency revenue and expenses. To apply hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on the hedged transactions. The change in fair value of these contracts is recorded, net of tax, in accumulated other comprehensive loss in the Consolidated Balance Sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue or foreign currency expense to revenue or operating expense, as applicable. As of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023, the fair value of our derivative instruments designated as cash flow hedges, the related amounts recognized in other comprehensive loss and any amounts reclassified into earnings, were immaterial. Net Investment Hedges Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries. 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. Any increase or decrease related to the remeasurement of these notes into U.S. dollars is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. See Net Investment Hedge of Note 9, Debt Obligations, for further discussion. In 2025, we also entered into foreign exchange forward contracts to hedge a portion of our net investment in certain foreign subsidiaries. These foreign exchange contracts are carried at fair value, and reported as either an asset or liability depending on their position as of the balance sheet date. As of December 31, 2025, the fair value of these contracts is included in other non-current liabilities and accumulated other comprehensive income in the Condensed Consolidated Balance Sheets. The accumulated gains and losses associated with these instruments will remain in accumulated other comprehensive loss in the Consolidated Balance Sheets until the foreign subsidiaries are sold or substantially liquidated, at which point they will be reclassified into earnings. As of and for the year ended December 31, 2025, the fair value of our derivative instruments designated as net investment hedges and the related amounts recognized in other comprehensive loss were immaterial. There were no amounts reclassified into earnings for the year ended December 31, 2025. Property and Equipment, net Property and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment. F-13 Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease. We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a products technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion of a working model. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income. Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, primarily included in other current assets in the Consolidated Balance Sheets, and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income. Property and equipment and costs capitalized related to cloud computing arrangements are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. For internal use software and cloud computing arrangements, an impairment charge is recognized when the carrying amount of the software exceeds its fair value and is not recoverable. For software to be sold, leased, or marketed, the carrying amount of the software is compared to its net realizable value, which represents the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product. The amount by which the carrying amount exceeds the net realizable value shall be written off. Any required impairment loss is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. See Note 7, Property and Equipment, net, for further discussion. Leases At inception, we determine whether a contract is or contains a lease. We have operating leases which include real estate leases, primarily for our U.S. and European headquarters and for general office space, and data center leases. As of December 31, 2025, these leases have varying lease terms with remaining maturities ranging up to 12 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in the Consolidated Balance Sheets. We do not have any leases classified as finance leases. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate, which are considered variable lease payments and are expensed as incurred. We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term. We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease. See Note 16, Leases, for further discussion. Goodwill and Indefinite-Lived Intangible Assets Assets acquired and liabilities assumed in connection with our acquisitions are recorded at their estimated fair values. Goodwill represents the excess of purchase price over the estimated fair value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We recognize specifically identifiable intangibles, such as customer relationships, technology, exchange and clearing registrations, trade names and licenses F-14 when a specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. We perform our goodwill impairment test at the reporting unit level for our three reporting units: Capital Access Platforms, Financial Technology and Market Services segments. When testing goodwill and indefinite- lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required. Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including but not limited to, the size of the reporting units goodwill, the significance of the excess of the reporting units estimated fair value or the indefinite-lived intangible assets fair value over their respective carrying amounts at the last quantitative assessment date, and the amount of time in between quantitative fair value assessments. In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset. Other Long-Lived Assets We review our other long-lived assets, including finite-lived intangible assets, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount of the long-lived asset is not recoverable, we would measure the impairment loss as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. The fair value of finite-lived intangible assets is based on various valuation techniques, such as discounted cash flow analysis. Revenue Recognition and Transaction-Based Expenses Revenue From Contracts With Customers Our revenue recognition policies under FASB ASC Topic 606, Revenue from Contracts with Customers, or Topic 606, are described in the following paragraphs. 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 Consolidated Balance Sheets as receivables which are net of an allowance for credit losses. We do not have obligations for warranties, returns or refunds to customers. The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, Revenue From Contracts With Customers. Deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, financial crime management technology, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2025 and 2024. See Note 8, Deferred Revenue, for our discussion of deferred revenue balances, activity, and expected timing of recognition. See Revenue Recognition below for further descriptions of our revenue contracts. Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods and services that are not distinct, and, therefore, are accounted for as part of the existing contract. Sales commissions earned by our sales force, which are considered incremental and recoverable costs of obtaining a contract with a customer, are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices. F-15 Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers. Revenue Recognition Our primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows. Capital Access Platforms Data and Listings Data revenues are earned from U.S. and European proprietary data products. We earn revenues primarily based on data subscribers, including usage, and distributors of our data. Data revenues are subscription-based and are recognized over time and over the contractual period which are generally one- year contracts. Listing services revenues primarily include initial listing fees and annual renewal fees. The initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services, a customers material right to renew the option to list on our exchanges and, in certain cases, corporate solutions products (when a company qualifies to receive certain complimentary IPO products under the applicable Nasdaq rule.) In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the IPO complimentary services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. Revenue related to the IPO complimentary services performance obligation is recognized ratably over a three-year period, consistent with the contractual terms. The remaining portion of the initial listing fee is recognized ratably over six years, which represents the expected period of benefit based on our historical listing experience and projected future listing duration including the impact of delistings. In the U.S., annual renewal fees are charged to listed companies based on their number of outstanding shares at the end of the prior year and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service. Annual fees are charged to newly listed companies on a pro- rata basis, based on outstanding shares at the time of listing and recognized over the remainder of the year. European annual renewal fees, which are received from companies listed on our Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North, are directly related to the listed companies market capitalization on a trailing twelve-month basis and are recognized ratably over the following twelve- month period since the customer receives and consumes the benefit as Nasdaq provides the service. Index We develop and license Nasdaq-branded indices and financial products and provide index data products for third- party clients. Revenues primarily include license fees from these branded indices and financial products in the U.S. and abroad. We primarily have two types of license agreements: asset-based licenses and transaction-based licenses. Customers are charged based on a percentage of AUM for licensed products, per the agreement, on a monthly or quarterly basis.These revenues are recognized over the term of the license agreement since the customer receives and consumes the benefit as Nasdaq provides the service. Revenue from index data subscriptions are recognized on a monthly basis.Customers are charged based on transaction volume or a minimum contract amount, or both.If a customer is charged based on transaction volume, we recognize revenue when the transaction occurs.If a customer is charged based on a minimum contract amount, we recognize revenue on a pro-rata basis over the licensing term since the customer receives and consumes the benefit as Nasdaq provides the service. Workflow & Insights Workflow & Insights includes our analytics and corporate solutions products. Analytics revenues are earned from investment content and analytics products. We earn revenues primarily based on the number of content and analytics subscribers and distributors. Subscription agreements are generally one to three years in term, payable in advance, and provide for automatic renewal. Subscription-based revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Our corporate solutions business includes our Investor Relations Intelligence, Governance Solutions and Sustainability Solutions products, which serve both public and private companies and organizations. Corporate solutions revenues primarily include subscription and transaction-based income from our investor relations intelligence and governance solutions products and services. Subscription-based revenues earned are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Generally, fees are billed in advance and the contract provides for automatic renewal. As part of subscription agreements, customers can also be charged usage fees based upon actual usage of the services provided. Revenues from usage fees are recognized at a point in time when the service is provided. F-16 Financial Technology Software subscription and ongoing services Financial Crime Management Technology Our financial crime management technology business, which includes our Nasdaq Verafin solution, primarily consists of SaaS revenues. We enter into subscription agreements which allow customers access to our cloud platform. Subscription agreements are generally three years in term, payable in advance, with the option of automatic renewal for some products. Nasdaq Verafin is offered as a cloud service whereby the software is hosted and managed for customers. These hosted agreements generally include a license, hosting services and maintenance services. We have determined that these services are not distinct in the context of the hosting arrangement as the customer cannot benefit from the license or maintenance without the hosting services. Cloud revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Regulatory Technology Regulatory Technology includes AxiomSL and surveillance solutions. AxiomSL solutions AxiomSL provides financial institutions with risk & financial regulatory reporting and risk management solutions. The products can be offered as an on-premises or as a cloud service agreement. Agreements are generally three to five years in term. The AxiomSL on-premises offering includes software licenses and PCS, which includes frequent and ongoing mandatory regulatory updates. Historically, the licenses and the PCS were considered distinct performance obligations, with license revenue recognized upfront at the point in time when the software is made available to the customer, and support is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer. AxiomSL can also be offered as a cloud service and primarily consists of SaaS revenues. AxiomSL SaaS revenues are recognized similar to our Nasdaq Verafin solution. Surveillance Our surveillance solutions are primarily offered as a cloud service, consisting of SaaS revenues. We enter into subscription agreements which allow customers access to our cloud platform or a connection to our servers to access the software. Subscription agreements are generally three years in term, payable in advance, with the option of automatic renewal for some products. Surveillance SaaS revenues are recognized similar to our Nasdaq Verafin solution. Capital Markets Technology Capital Markets Technology includes our Calypso and market technology solutions as well as trade management services. Calypso solutions Our Calypso product offering includes on-premises and cloud service agreements. Agreements are generally three to five years in term. For our on-premises offering, a license provides customers with the right to use the software at its current state at the time it is made available to the customer. These contracts generally consist of the following distinct performance obligations: license and PCS. In allocating the contractual price to each performance obligation, we have used our best estimate of the stand-alone selling price. Consideration is first allocated to performance obligations with established stand-alone selling prices based on observable evidence. License revenue is recognized upfront at the point in time when the software is made available to the customer as this is the point the user of the software can direct the use of and obtain substantially all of the remaining benefits from the software license. PCS revenue is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. We recognize Calypso SaaS revenues from cloud service agreements similar to our Nasdaq Verafin solution. Market technology solutions Our market technology revenues primarily consist of software licensing and PCS revenues, SaaS revenues, and professional installation services and change request revenues. We enter into long-term contracts with customers to develop customized technology solutions, license the right to use software, and provide support and other services to our customers. We also enter into agreements to modify the system solutions sold by Nasdaq after delivery has occurred. In terms of our SaaS revenues, we enter into cloud service subscription agreements which allow customers to connect to our servers to access our software. Our long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers have multiple performance obligations. The performance obligations are generally: (i) software license and professional installation services and (ii) PCS. We have determined that the software license and installation services are not distinct as the license and the customized installation service are inputs to produce the combined output, a functional and integrated software system. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach. F-17 For our long-term contracts, payments are generally made throughout the contract life and can be dependent on either reaching certain milestones or paid upfront in advance of the service period depending on the stage of the contract. For subscription agreements, contract payment terms can be quarterly, annually or monthly, in advance. For all other contracts, payment terms vary. We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Contract costs generally include labor and direct overhead. For PCS services, we recognize revenue ratably over the service period beginning on the date our service is made available to the customer since the customer receives and consumes the benefit consistently over the period as Nasdaq provides the services. Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity, and the complexity of work performed. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined. Market Technology SaaS revenues are recognized similar to our Nasdaq Verafin solution. Software Professional Services As part of Nasdaq's Financial Technology on-premise and cloud-based offerings, Nasdaq provides professional services primarily as part of up-front non-complex implementations. These services can include multiple activities such as initial software installation, software configuration, data conversion/migration, non-complex interfacing and end-user acceptance testing. The professional services activities are all combined into a single distinct performance obligation, with the exception of our market technology professional installation services for our on-premise offering discussed above. Professional services are generally provided to customers at a fixed price, which are billed pursuant to contractual or invoicing milestones agreed upon with the customer in the contract. Professional services revenue is recognized over time as our customers simultaneously receive and consume the benefits provided by our performance. Professional services revenue offered at a fixed price is recognized using the input method to measure progress towards complete satisfaction of the services, Professional services are also offered to customers on a time and expense basis, with revenue recognized based on the actual hours incurred. Trade management services Through our trade management services, we provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. We also offer market participants colocation services, whereby we charge firms for cabinet space and power to house their own equipment and servers within our data centers. These participants are charged monthly fees for cabinet space, connectivity and support in accordance with our published fee schedules. These fees are recognized on a monthly basis when the performance obligation is met. We also earn revenues from annual and monthly exchange membership and registration fees. Revenues for monthly exchange membership and registration fees are recognized on a monthly basis as the service is provided. Revenues from annual fees for exchange membership and registration fees are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service. Market Services Transaction-Based Trading and Clearing Transaction-based trading and clearing includes equity derivative trading and clearing, cash equity trading and fixed income, currency and commodities trading revenues. Nasdaq charges transaction fees for trades executed on our exchanges, as well as on orders that are routed to and executed on other market venues. Nasdaq charges clearing fees for contracts cleared with Nasdaq Clearing. In the U.S., transaction fees are based on trading volumes for trades executed on our U.S. exchanges and in Europe, transaction fees are based on the volume and value of traded and cleared contracts. In Canada, transaction fees are based on trading volumes for trades executed on our Canadian exchange. Nasdaq satisfies its performance obligation for trading services upon the execution of a customer trade and clearing services when a contract is cleared, as trading and clearing transactions are substantially complete when they are executed and we have no further obligation to the customer at that time. Transaction-based trading and clearing fees can be variable and are based on trade volume tiered discounts. Transaction revenues, as well as any tiered volume discounts, are calculated and billed monthly in accordance with our published fee schedules. In the U.S., we also pay liquidity payments to customers based on our published fee schedules. We use these payments to improve the liquidity on our markets and therefore recognize those payments as a cost of revenue. For U.S. equity derivative trading, we credit a portion of the per share execution charge to the market participant that provides the liquidity. For U.S. and Canadian cash equity trading, including for The Nasdaq Stock Market, Nasdaq F-18 PSX and Nasdaq CXC, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX and Nasdaq CX2, we credit a portion of the per share execution charge to the market participant that takes the liquidity. We record these credits as transaction rebates that are included in transaction-based expenses in the Consolidated Statements of Income. These transaction rebates are paid on a monthly basis and the amounts due are included in accounts payable and accrued expenses in the Consolidated Balance Sheets. In the U.S., we pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these costs along to our customers through our equity derivative trading and clearing fees and our cash equity trading fees. We collect the fees as a pass-through charge from organizations executing eligible trades on our options exchanges and our cash equity platforms and we recognize these amounts in transaction-based expenses when incurred. Section 31 fees received are included in cash and cash equivalents in the Consolidated Balance Sheets at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable to the SEC in the Consolidated Balance Sheets until paid. Since the amount recorded as revenues is equal to the amount recorded as transaction-based expenses, there is no impact on our revenues less transaction-based expenses. As we hold the cash received until payment to the SEC, we earn interest income on the related cash balances. Under our Limitation of Liability Rule and procedures, we may, subject to certain caps, provide compensation for losses directly resulting from our systems actual failure to correctly process an order, quote, message or other data into our platform. We do not record a liability for any potential claims that may be submitted under the Limitation of Liability Rule unless they meet the provisions required in accordance with U.S. GAAP. As such, losses arising as a result of the rule are accrued and charged to expense only if the loss is probable and estimable. U.S. Tape Plans For U.S. Tape plans, revenues are collected monthly based on published fee schedules and distributed quarterly to the U.S. exchanges based on a formula required by Regulation NMS that takes into account both trading and quoting activity. These revenues are presented on a net basis as all indicators of principal-versus-agent reporting under U.S. GAAP have been considered in analyzing the appropriate presentation of the revenue sharing. The following are primary indicators of net reporting: As administrator of the UTP plan, we facilitate, but do not direct, the collection and distribution of fees on behalf of plan participants. As a participant, we share in the net distribution of revenues according to the plan on the same terms as all other plan participants. Key decisions, including fee levels and other plan actions, are made by the plans operating committee. The committee, which includes all participants (including us solely in our role as a participant), sets distributor and subscriber fees and oversees plan activities, subject to SEC approval. The participants collectively share the risks and rewards of the plan. Credit risk and variability in distributions are shared proportionally under the plan, consistent with an agent relationship for the administrator. Other Revenues For the years ended December 31, 2025, 2024 and 2023, Other revenues include revenues related to our Nordic power futures business. See Market Services of Note 1, Organization and Nature of Operations, and Note 4, Acquisition and Divestitures, for further discussion. Revenues from this business are reflected in Other revenues for all periods presented. Previously these revenues were included in our Market Services and Capital Access Platforms segments. Other revenues also includes revenues related to our Solovis business which was sold in October 2025. See Capital Access Platforms of Note 1, Organization and Nature of Operations, and Note 4, Acquisition and Divestitures, for further discussion. Revenues from this business are reflected in other revenues in the Consolidated Statements of Income for all periods presented. Prior to the sale, these revenues were included in our Capital Access Platforms segment. The presentation of the above items within Other revenues is intended to facilitate comparability across periods. Earnings Per Share We present both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares and common share equivalents outstanding during the period and reflects the assumed conversion of all dilutive securities, which primarily consist of restricted stock, PSUs, and employee stock options. Common share equivalents are excluded from the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation. Shares which are considered contingently issuable are included in the computation of dilutive earnings per share on a weighted average basis when management determines the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. See Note 13, Earnings Per Share, for further discussion. F-19 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 nonqualified SERPs and other post-retirement benefit plans are measured using actuarial valuations. Actuarial gains and losses are recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. We assess our nonqualified SERPs and other post-retirement benefit plan assumptions on an annual basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, which is modified to reflect the prevailing market rates at the measurement date of a high- quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefit obligations as they come due. Actuarial assumptions are based upon managements best estimates and judgment. See Note 10, Retirement Plans, for further discussion. Share-Based Compensation Nasdaq uses the fair value method of accounting for share- based awards. Share-based awards, or equity awards, include restricted stock, PSUs, and stock options. The fair value of restricted stock units awarded and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model. We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment. Excess tax benefits or expense related to employee share- based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled. Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income. See Note 11, Share-Based Compensation, for further discussion. Merger and Strategic Initiatives We incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs generally include integration costs, as well as legal, due diligence and other third-party transaction costs and are expensed as incurred. Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaqs market assumptions. These two types of inputs create the following fair value hierarchy: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Instruments whose significant value drivers are unobservable. This hierarchy requires the use of observable market data when available. See Note 14, Fair Value of Financial Instruments, for further discussion. Tax Matters We use the asset-liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in the Consolidated Balance Sheets, as appropriate. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized. In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation F-20 processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense. Subsequent Events We have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid. We adopted this update on a prospective basis during the current period. See Note 17, Income Taxes, for the expanded disclosures. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This guidance will require disclosures about specific types of expenses included in the expense captions presented on the face of the income statement. The update is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Prospective application is required and retrospective application is permitted. We are currently evaluating the impact of adopting this ASU on our income statement disaggregation disclosures. We do not believe this update will have a material impact on our consolidated financial statement disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance removes references to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied on a prospective basis, a modified basis for in- process projects, or a retrospective basis. We are evaluating the impact this amended guidance may have on our consolidated financial statements. 3. REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2025, 2024 and 2023: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Capital Access Platforms | | | Data & Listing Services | $804 | $754 | $749 | | | Index | 827 | 706 | 528 | | | Workflow & Insights | 506 | 485 | 467 | | | Financial Technology | | | Financial Crime Management Technology | 331 | 273 | 223 | | | Regulatory Technology | 428 | 352 | 212 | | | Capital Markets Technology | 1,091 | 996 | 664 | | | Market Services, net | 1,201 | 1,020 | 987 | | | Other revenues | 61 | 63 | 65 | | | Revenues less transaction-based expenses | $5,249 | $4,649 | $3,895 | | Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the years ended December 31, 2025, 2024 and 2023. For the years ended December 31, 2025, 2024 and 2023, approximately 95.3%, 95.3% and 93.0%, respectively, of Market Services revenues were recognized at a point in time and 4.7%, 4.7% and 7.0%, respectively, were recognized over time. See "Revenue Recognition and Transaction-Based Expenses" in Note 2, "Summary of Significant Accounting Policies," for additional detail on Other Revenues. During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSLs subscription-based revenues on a ratable basis over the contract term. The change reflects new information obtained on the frequent and ongoing mandatory updates to AxiomSL's regulatory reporting software, which are critical to the utility and value of the product for the client. As a result of this change, we recognized a one-time revenue reduction of $32million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. See Note 4, Acquisition and Divestitures, for further discussion on the measurement period adjustment. F-21 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 Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $11 million as of December 31, 2025 and $10 million as of December 31, 2024. Changes to the allowance for doubtful accounts during the year ended December 31, 2025 were not material to our 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 December 31, 2025. See Note 8, 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 December 31, 2025: | | | Financial Crime Management Technology | Regulatory Technology | Capital Markets Technology | Workflow & Insights | Total | | | (in millions) | | | 2026 | $341 | $328 | $359 | $168 | $1,196 | | | 2027 | 276 | 261 | 314 | 103 | 954 | | | 2028 | 166 | 192 | 251 | 47 | 656 | | | 2029 | 65 | 107 | 154 | 30 | 356 | | | 2030 | 16 | 68 | 99 | 26 | 209 | | | 2031+ | 2 | 32 | 228 | 5 | 267 | | | Total | $866 | $988 | $1,405 | $379 | $3,638 | | 4. ACQUISITION AND DIVESTITURES 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 consideration was received. Migration of open positions are planned to take place by the end of the first quarter of 2026. We expect to wind down the commodities clearing and trading services in the second half 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 2026 and 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 which was 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 net impact of the transactions described above are included in net gain on divestitures in the Consolidated Statements of Income. Acquisition On November 1, 2023, Nasdaq completed the acquisition of Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for a total purchase consideration of $9,984 million. The purchase price consisted of $5.75billion in cash and 85.6million shares of Nasdaq common stock. The shares of common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq at the time. As of December 31, 2025, Thoma Bravo no longer holds any shares of our common stock. | | | (in millions, except price per share) | | | Shares of Nasdaq common stock issued | 85.6 | | | Closing price per share of Nasdaq common stock on November 1, 2023 | $48.71 | | | Fair value of equity portion of the purchase consideration | $4,170 | | | Cash consideration | $5,814 | | | Total purchase consideration | $9,984 | | The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition. F-22 The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment. | | | (in millions) | | | Goodwill | $5,933 | | | Acquired intangible assets | 5,050 | | | Receivables, net | 236 | | | Other net assets acquired | 153 | | | Cash and cash equivalents | 48 | | | Accrued personnel costs | (44) | | | Deferred revenue | (130) | | | Deferred tax liability on acquired intangible assets | (1,262) | | | Total purchase consideration | $9,984 | | In the third quarter of 2024, we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above and disclosed as of December 31, 2023. This adjustment relates to the impact of the change from upfront to ratable revenue recognition for AxiomSL on- premises contracts entered into prior to the acquisition date, as described above, and decreased accrued income (which reflects revenue earned but not yet billed and included in receivables above) by $46 million, increased deferred revenue by $56 million and increased goodwill by $77 million, net of a deferred tax asset of $25 million. In the fourth quarter of 2024, we finalized the purchase accounting for this acquisition. Intangible Assets The following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method. | | | Customer Relationships | Technology | Trade Names | Total Acquired Intangible Assets | | | Intangible asset value (in millions) | $3,740 | $950 | $360 | $5,050 | | | Discount rate used | 9.5% | 8.5% | 8.5% | | | Estimated average useful life | 22 years | 6 years | 20 years | | We valued the customer relationships using an income approach, specifically an excess earnings method, and included a discounted tax amortization benefit assuming a 15-year tax amortization period. Technology, which included acquired developed technology relating to AxiomSL and Calypso, and trade names, representing industry recognition and reputation for the quality of the AxiomSL and Calypso platforms, were valued using the income approach, specifically the relief-from-royalty method, which estimates the cost savings from owning these assets rather than paying royalties. Discount rates applied reflect risks associated with projected cash flows for each asset relative to the overall business.Pro Forma Results and Acquisition-Related CostsFrom the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income.Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income.Supplemental Pro Forma Information (Unaudited)The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenzas historical debt, and the related income tax effects of the adjustments noted above.The unaudited supplemental pro forma financial information for the periods presented is as follows: | | | Year Ended December 31, | | | 2023 | | | (in millions) | | | Pro forma revenues less transaction-based expenses | $4,329 | | | Pro forma operating income | 1,485 | | | Pro forma net income attributable to Nasdaq | 822 | | F-23 5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS Goodwill The following table presents the changes in goodwill by business segment during the year ended December 31, 2025: | | | (in millions) | | | Capital Access Platforms | | | Balance at December 31, 2024 | $4,127 | | | Divestiture and acquisition of a business | (19) | | | Foreign currency translation adjustments | 177 | | | Balance at December 31, 2025 | $4,285 | | | Financial Technology | | | Balance at December 31, 2024 | $7,925 | | | Divestiture of a business | (9) | | | Foreign currency translation adjustments | 36 | | | Balance at December 31, 2025 | $7,952 | | | Market Services | | | Balance at December 31, 2024 | $1,905 | | | Foreign currency translation adjustments | 229 | | | Balance at December 31, 2025 | $2,134 | | | | | Total | | | Balance at December 31, 2024 | $13,957 | | | Acquisition and divestitures of businesses | (28) | | | Foreign currency translation adjustments | 442 | | | Balance at December 31, 2025 | $14,371 | | 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. Upon the sale of a business, we also allocate a portion of goodwill to the business being sold, based on the relative fair value of the business and the portion of the reporting unit that we are retaining. 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 years ended December 31, 2025, 2024 and 2023; 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: | | | December 31, 2025 | December 31, 2024 | | | Finite-Lived Intangible Assets | (in millions) | | | Gross Amount: | | | Technology | $1,222 | $1,234 | | | Customer relationships | 5,711 | 5,720 | | | Trade names and other | 405 | 417 | | | Foreign currency translation adjustment | (163) | (237) | | | Total gross amount | $7,175 | $7,134 | | | Accumulated Amortization: | | | Technology | $(531) | $(348) | | | Customer relationships | (1,432) | (1,164) | | | Trade names and other | (53) | (43) | | | Foreign currency translation adjustment | 113 | 153 | | | Total accumulated amortization | $(1,903) | $(1,402) | | | Net Amount: | | | Technology | $691 | $886 | | | Customer relationships | 4,279 | 4,556 | | | Trade names and other | 352 | 374 | | | Foreign currency translation adjustment | (50) | (84) | | | Total finite-lived intangible assets | $5,272 | $5,732 | | | | | Indefinite-Lived Intangible Assets | | | Exchange and clearing registrations | $1,257 | $1,257 | | | Trade names | 121 | 121 | | | Licenses | 52 | 52 | | | Foreign currency translation adjustment | (191) | (257) | | | Total indefinite-lived intangible assets | $1,239 | $1,173 | | | Total intangible assets, net | $6,511 | $6,905 | | There was no impairment of intangible assets for the years ended December 31, 2025, 2024 and 2023. The following tables present our amortization expense for acquired finite-lived intangible assets: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Amortization expense | $487 | $488 | $206 | | F-24 The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $50 million as of December 31, 2025) of acquired finite-lived intangible assets as of December 31, 2025: | | | (in millions) | | | 2026 | $504 | | | 2027 | 494 | | | 2028 | 460 | | | 2029 | 433 | | | 2030 | 256 | | | 2031+ | 3,175 | | | Total | $5,322 | | 6. INVESTMENTS The following table presents the details of our investments: | | | December 31, 2025 | December 31, 2024 | | | (in millions) | | | Financial investments | $28 | $184 | | | Equity method investments | 512 | 417 | | | Equity securities | 175 | 121 | | Financial Investments Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $18 million as of December 31, 2025 and $171 million as of December 31, 2024 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. The decrease in financial investments held for regulatory purposes as of December 31, 2025 is due to more regulatory capital being invested in shorter term investments, which meet the criteria to be classified as cash equivalents, and are included in restricted cash and cash equivalents in the 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 December 31, 2025 and 2024, 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 Consolidated Balance Sheets. No material impairments were recorded for the years ended December 31, 2025, 2024 and 2023. Net income recognized from our equity interest in the earnings and losses of these equity method investments was $83 million, $16 million and $(7) million for the years ended December 31, 2025, 2024 and 2023, respectively. For the year ended December 31, 2025, higher equity interest in the earnings of OCC, as compared to 2024, was primarily driven by elevated U.S. industry trading volumes. Equity Securities The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. The majority of our equity securities as of December 31, 2025 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 years ended December 31, 2025, 2024 and 2023. We mark-to-market equity securities which have a readily determinable fair value, with gains and losses recognized in other income (loss) in the Consolidated Statements of Income. Net loss from the change in fair value of these equity securities was $44 million for the year ended December 31, 2025, and immaterial for the years ended December 31, 2024 and 2023. As of December 31, 2025 and December 31, 2024, 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 Consolidated Statements of Cash Flows. 7. PROPERTY AND EQUIPMENT, NET The following table presents our major categories of property and equipment, net: | | | | December 31, | | | | 2025 | 2024 | | | | (in millions) | | | Data processing equipment and software | $1,111 | $905 | | | Furniture, equipment and leasehold improvements | 362 | 294 | | | Total property and equipment | 1,473 | 1,199 | | | Less: accumulated depreciation and amortization and impairment charges | (745) | (606) | | | Total property and equipment, net | $728 | $593 | | Depreciation and amortization expense for property and equipment was $145 million for the year ended December 31, 2025, $125 million for the year ended December 31, 2024, and $117 million for the year ended December31, 2023. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income. We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life, primarily in relation to our restructuring programs. These charges were not material for 2025, $37million in 2024 and $12million in 2023. See Note 20, Restructuring Charges, for further discussion. There were no other material impairments of property and equipment recorded in 2025, 2024 and 2023. As of December 31, 2025, 2024 and 2023, we did not own any real estate properties. F-25 8. DEFERRED REVENUE Deferred revenue represents considerationreceived that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2025 are reflected in the following table: | | | | Balance at December 31, 2024 | Additions | Revenue Recognized | Adjustments | Balance at December 31, 2025 | | | Capital Access Platforms: | (in millions) | | | Initial Listings | $89 | $38 | $(34) | $3 | $96 | | | Annual Listings | 2 | 2 | (2) | 1 | 3 | | | Workflow & Insights | 194 | 193 | (181) | (7) | 199 | | | Other | 22 | 13 | (14) | 3 | 24 | | | Financial Technology: | | | Financial Crime Management Technology | 148 | 185 | (144) | | 189 | | | Regulatory Technology | 147 | 149 | (135) | 5 | 166 | | | Capital Markets Technology | 186 | 174 | (168) | 4 | 196 | | | Total | $788 | $754 | $(678) | $9 | $873 | | 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. Adjustments include the impact from foreign currency translation adjustments and the impact of any acquisitions or divestitures completed during the period. 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 December 31, 2025, 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 | $39 | $26 | $14 | $9 | $6 | $2 | $96 | | | Annual Listings | 3 | | | | | | 3 | | | Workflow & Insights | 196 | 3 | | | | | 199 | | | Other | 13 | 7 | 4 | | | | 24 | | | Financial Technology: | | | Financial Crime Management Technology | 186 | 3 | | | | | 189 | | | Regulatory Technology | 163 | 3 | | | | | 166 | | | Capital Markets Technology | 185 | 7 | 3 | 1 | | | 196 | | | Total | $785 | $49 | $21 | $10 | $6 | $2 | $873 | | 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. F-26 9. DEBT OBLIGATIONS The following table presents the changes in the carrying amounts of our debt obligations during the year ended December 31, 2025: | | | December 31, 2024 | Payments, ForeignCurrencyTranslationand Accretion | December 31, 2025 | | | Short-term debt: | (in millions) | | | 2025 Notes | $399 | $(399) | $ | | | 2026 Notes | 499 | (68) | 431 | | | Total short-term debt | $898 | $(467) | $431 | | | Long-term debt - senior unsecured notes: | | | 2028 Notes | 935 | (142) | 793 | | | 2029 Notes | 618 | 84 | 702 | | | 2030 Notes | 617 | 85 | 702 | | | 2031 Notes | 645 | 1 | 646 | | | 2032 Notes | 769 | 105 | 874 | | | 2033 Notes | 633 | 86 | 719 | | | 2034 Notes | 1,220 | (98) | 1,122 | | | 2040 Notes | 644 | 1 | 645 | | | 2050 Notes | 487 | 1 | 488 | | | 2052 Notes | 541 | (134) | 407 | | | 2053 Notes | 738 | 1 | 739 | | | 2063 Notes | 738 | | 738 | | | 2022 Revolving Credit Facility | (3) | 1 | (2) | | | Total long-term debt | $8,582 | $(9) | $8,573 | | | Total debt obligations | $9,480 | $(476) | $9,004 | | In the table above, the 2026 Notes were reclassified to short- term debt as of December 31, 2025, including the balance as of December 31, 2024, for presentation purposes. Refer to About this Form 10-K for further details about the aggregate principal amounts issued, coupon rates and maturities of the senior unsecured notes in the table above. 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 December 31, 2025, 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 $11 million for the year ended December 31, 2025. 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. During 2025, we paid $426 million, excluding accrued interest, to repurchase an aggregate book value of $444million of our 2026 Notes, 2028 Notes, 2034 Notes and 2052 Notes. In the table above, these amounts were slightly offset by accretion of discount and debt issuance costs on the notes of $2million. As a result of the partial repayments of these notes, we recorded a net pre-tax gain of $18 million, in general, administrative and other expense in the Consolidated Statements of Income. We also repaid in full the 2025 Notes at maturity for an aggregate of $400 million. In the table above, $399 million reflects the repayment of $400 million net of $1 million of accretion recorded for the year ended December 31, 2025. 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 holders 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 Nasdaqs 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 Consolidated Balance Sheets. For the year ended December 31, 2025, the impact of translation increased the U.S. dollar value of our Euro Notes by $357 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 December 31, 2025, 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. F-27 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 Nasdaqs 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 years ended December 31, 2025, 2024 and 2023. 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 Nasdaqs 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 December 31, 2025 and 2024 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 $208 million as of December 31, 2025 and $174 million as of December 31, 2024 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 years ended December 31, 2025, 2024 and 2023. These facilities include customary affirmative and negative operating covenants and events of default. Debt Covenants As of December 31, 2025, we were in compliance with the covenants of all of our debt obligations. 10. 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 years ended December 31, 2025, 2024 and 2023, which is included in compensation and benefits expense in the Consolidated Statements of Income: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Savings Plan expense | $22 | $19 | $19 | | Pension, SERP and Other Post-Retirement Benefit Plans In June 2023, we terminated our U.S. pension plan and took steps to wind down the plan and transfer the resulting liability to an insurance company. This process was completed in 2024 and, as a result, we recorded a settlement pre-tax loss of $23million to compensation and benefits expense in the Consolidated Statements of Income for the year ended December 31, 2024. We continue to 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 Consolidated Statements of Income: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Retirement Plans expense | $35 | $54 | $34 | | 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. All deferrals and associated earnings are our general unsecured obligations and were immaterial for the years ended December 31, 2025, 2024 and 2023. F-28 11. 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 years ended December 31, 2025, 2024 and 2023, which is primarily included in compensation and benefits expense in the Consolidated Statements of Income: | | | | Year Ended December 31, | | | | 2025 | 2024 | 2023 | | | (in millions) | | | Share-based compensation expense before income taxes | $165 | $141 | $122 | | Common Shares Available Under Our Equity Plan As of December 31, 2025, we had approximately 21.6 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 years ended December 31, 2025, 2024 and 2023: | | | Restricted Stock | | | | Number of Awards | Weighted-Average Grant Date Fair Value | | | Unvested at December 31, 2022 | 4,380,513 | $45.48 | | | Granted | 1,850,790 | 52.66 | | | Vested | (1,703,252) | 38.21 | | | Forfeited | (318,752) | 51.15 | | | Unvested at December 31, 2023 | 4,209,299 | 51.15 | | | Granted | 1,874,976 | 60.16 | | | Vested | (1,614,071) | 47.48 | | | Forfeited | (291,337) | 55.57 | | | Unvested at December 31, 2024 | 4,178,867 | 56.30 | | | Granted | 1,616,873 | 74.50 | | | Vested | (1,629,481) | 54.86 | | | Forfeited | (245,795) | 61.68 | | | Unvested at December 31, 2025 | 3,920,464 | $64.06 | | As of December 31, 2025, $138 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 Nasdaqs 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 Nasdaqs business and competitors for all future grants. Nasdaqs 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 Nasdaqs overall performance against both peer groups. However, if Nasdaqs TSR is negative for the three-year performance period, regardless of TSR ranking, F-29 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. 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 are based on performance measures relating to the implementation of certain integration actions in connection with the Adenza acquisition. Achievement of the targets impacts the amount of shares that each PSU eligible individual receives. The PSUs have a two-year performance period and will vest one year after the end of the performance period, and settle in shares of our common stock. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted. Grants of PSUs that were issued in 2022 with a three-year performance period exceeded the applicable performance metrics. As a result, an additional 32,802 units above the original aggregate target amount were granted in the first quarter of 2025 and were fully vested upon issuance. 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 addition, the performance period for the two-year PSUs has ended and exceeded the applicable performance metrics, and resulted in the issuance of an additional 87,460 shares for overachievement. These shares were granted in the first quarter of 2026 and will vest in January 2027. The following weighted-average assumptions were used to determine the weighted-average fair values of the outstanding PSU awards granted under the three-year PSU program during the years ended December 31, 2025 and 2024: | | | 2025 Grants | 2024 Grants | | | Weighted-average risk-free interest rate | 3.82% | 4.50% | | | Expected volatility | 23.27% | 24.50% | | | Weighted-average grant date share price | $76.10 | $62.38 | | | Weighted-average fair value at grant date | $92.57 | $78.67 | | The following table summarizes our PSU activity for the years ended December 31, 2025, 2024 and 2023: | | | PSUs | | | Three-Year Program | | | | Number of Awards | Weighted-Average Grant Date Fair Value | | | Unvested at December 31, 2022 | 1,966,542 | | $56.44 | | | Granted | 1,693,065 | 47.14 | | | Vested | (1,552,311) | 37.59 | | | Forfeited | (98,974) | 57.51 | | | Unvested at December 31, 2023 | 2,008,322 | | $62.86 | | | Granted | 1,282,300 | 73.91 | | | Vested | (961,331) | 73.14 | | | Forfeited | (155,140) | 62.80 | | | Unvested at December 31, 2024 | 2,174,151 | $64.83 | | | Granted | 886,656 | 90.84 | | | Vested | (620,515) | 62.89 | | | Forfeited | (62,162) | 69.68 | | | Unvested at December 31, 2025 | 2,378,130 | $74.91 | | In the table above, in addition to the annual employee grant described above, the granted amount also includes additional awards granted based on overachievement of performance metrics. As of December 31, 2025, the total unrecognized compensation cost related to the outstanding PSU awards is $80 million and is expected to be recognized over a weighted-average period of 1.5 years. Stock Options There were no stock option awards granted and no stock options exercised for the years ended December 31, 2025, 2024 and 2023. A summary of our outstanding and exercisable stock options at December 31, 2025, 2024 and 2023 is as follows: | | | | Number of Stock Options | Weighted-Average Exercise Price | Weighted-AverageRemainingContractualTerm (inyears) | AggregateIntrinsicValue (inmillions) | | | Outstanding at December 31, 2023 | 1,420,323 | $41.79 | | | Outstanding at December 31, 2024 | 1,420,323 | $41.79 | | | Outstanding at December 31, 2025 | 1,420,323 | $41.79 | 3.2 | $79 | | | Exercisable at December 31, 2025 | 806,451 | $22.23 | 1.0 | $60 | | F-30 As of December 31, 2025, the aggregate pre-tax intrinsic value represents the difference between our closing stock price on December 31, 2025 of $97.13 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 December 31, 2025 and 2024, 0.8million 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 December 31, 2025. 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. | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | Number of shares purchased by employees | 652,291 | 675,064 | 687,688 | | | Weighted-average price of shares purchased | $69.33 | $49.16 | $42.33 | | | Compensation expense (in millions) | $11 | $9 | $7 | | The impact of the activity above is included in Other issuances of common stock, net in the Consolidated Statements of Changes in Stockholders Equity. 12. NASDAQ STOCKHOLDERS EQUITY Common Stock 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. As of December 31, 2024, 900,000,000 shares of our common stock were authorized, 598,920,378 shares were issued and 575,062,217 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. 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 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 24,726,296shares of common stock in treasury as of December 31, 2025 and 23,858,161 shares as of December 31, 2024, 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 As of December 31, 2025, the remaining aggregate authorized amount under the existing share repurchase program was $1.1 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 year ended December 31, 2025: | | | Year Ended December 31, 2025 | | | Number of shares of common stock repurchased | 7,202,346 | | | Average price paid per share | $85.47 | | | Total purchase price (in millions) | $616 | | In the table above, the number of shares of common stock repurchased includes share repurchase activity associated with various ASR agreements executed in 2025 and excludes an aggregate of 868,135 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs. Total purchase price in the table above and repurchases of common stock in the Consolidated Statements of Cash Flows for the year ended December 31, 2025 exclude $4 million of accrued excise tax that had not been paid as of December 31, 2025. F-31 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. In October 2025, we entered into a variable notional ASR agreement, in which we paid $250 million to a third-party financial institution and initially received and immediately retired 1,812,219 shares of our common stock. In December 2025, upon the final settlement of this transaction, we received an additional 504,401 shares, which were immediately retired, and a $45 million cash payment, which reflects the difference between the prepayment amount (maximum notional amount) and the final notional amount. In November 2025, we entered into an ASR agreement, in which we paid $75 million to a third-party financial institution and initially received and immediately retired 697,512 shares of our common stock. In December 2025, upon the final settlement of this transaction, we received an additional 117,855 shares which were immediately retired. In January 2026, we entered into a variable notional ASR agreement, for which we paid $300million to a third-party financial institution in exchange for an initial delivery of shares of common stock. The final notional amount is subject to a minimum and maximum and will depend on the price of our shares of common stock during the term of the ASR. The final settlement of the ASR agreement is expected to be completed in the first quarter of 2026. At settlement, additional shares of common stock may be delivered 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. In addition, we may receive the excess of the amount we prepaid over the final notional amount of the ASR in cash or, at our election, in shares of our common stock. 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 December 31, 2025 and December 31, 2024, no shares of preferred stock were issued or outstanding. Cash Dividends on Common Stock During 2025, our board of directors declared and paid the following cash dividends: | | | Declaration Date | Dividend Per Common Share | Record Date | Total Amount Paid | Payment Date | | | | | | (in millions) | | | | January 28, 2025 | $0.24 | March 14, 2025 | $138 | March 28, 2025 | | | April 23, 2025 | 0.27 | June 13, 2025 | 155 | June 27, 2025 | | | July 23, 2025 | 0.27 | September 12, 2025 | 155 | September 26, 2025 | | | October 20, 2025 | 0.27 | December 5, 2025 | 153 | December 19, 2025 | | | $601 | | The total amount paid of $601 million was recorded in retained earnings in the Consolidated Balance Sheets at December 31, 2025. In January 2026, the board of directors approved a regular quarterly cash dividend of $0.27 per share on our outstanding common stock. The dividend is payable on March 30, 2026 to shareholders of record at the close of business on March 16, 2026. The estimated aggregate payment of this dividend is $154 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.F-3213. EARNINGS PER SHAREThe following table sets forth the computation of basic and diluted earnings per share: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | Numerator: | (in millions, except share and per share amounts) | | | Net income attributable to common shareholders | $1,788 | $1,117 | $1,059 | | | Denominator: | | | Weighted-average common shares outstanding for basic earnings per share | 573,257,760 | 575,428,536 | 504,909,392 | | | Weighted-average effect of dilutive securities - Employee equity awards | 5,339,927 | 3,760,986 | 3,483,590 | | | Weighted-average common shares outstanding for diluted earnings per share | 578,597,687 | 579,189,522 | 508,392,982 | | | Basic and diluted earnings per share: | | | Basic earnings per share | $3.12 | $1.94 | $2.10 | | | Diluted earnings per share | $3.09 | $1.93 | $2.08 | | 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 years ended December 31, 2025, 2024 and 2023. 14. 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 December 31, 2025 and December 31, 2024. | | | | 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 | $ | $ | | | December 31, 2024 | | | Total | Level 1 | Level 2 | Level 3 | | | (in millions) | | | European government debt securities | $166 | $166 | $ | $ | | | Swedish mortgage bonds | 13 | | 13 | | | | Time deposits | 5 | | 5 | | | | Total financial investments | $184 | $166 | $18 | $ | | | Equity securities | 2 | 2 | | | | | Total assets at fair value | $186 | $168 | $18 | $ | | 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 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 Consolidated Statements of Income, together with the re-measurement gain or loss from the hedged balance sheet position. F-33 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 Consolidated Balance Sheets. As of December 31, 2025 and December 31, 2024, 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, Section31 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 December 31, 2025, 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 $8.6 billion as of December 31, 2025 and $8.8 billion as of December 31, 2024. 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 Note9, 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 December 31, 2025 and December 31, 2024, there were no non-financial assets measured at fair value on a non-recurring basis. 15. 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 actsas 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, Acquisition and Divestitures, for further discussion. Additionally, beginning in January 2025, Nasdaq no longer offered seafood derivatives clearing and has settled all open positions as of March 31, 2025. 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 theCCP 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 members positions in accounts with the CCP. See Default Fund Contributions and Margin Deposits below for further discussion of NasdaqClearings default fund and margin requirements. F-34 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 markets counterparty risks. See Default Fund Contributions below for further discussion of Nasdaq Clearings 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 December 31, 2025, clearing member default fund contributions and margin deposits were as follows: | | | | December 31, 2025 | | | | Cash Contributions | Non-Cash Contributions | Total Contributions | | | | (in millions) | | | Default fund contributions | $1,308 | $186 | $1,494 | | | Margin deposits | 4,534 | 6,327 | 10,861 | | | Total | $5,842 | $6,513 | $12,355 | | Of the total default fund contributions of $1,494 million, Nasdaq Clearing can utilize $1,432 million as capital resources in the event of a counterparty default. The remaining balance of $62 million pertains to member posted surplus balances. 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 2 to 9 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 $5,842 million as of December 31, 2025 and $5,664 million as of December 31, 2024, in accordance with its investment policy as follows: | | | | December 31, 2025 | December 31, 2024 | | | | (in millions) | | | Demand deposits | $3,011 | $3,616 | | | Central bank certificates | 109 | 767 | | | Restricted cash and cash equivalents | $3,120 | $4,383 | | | European government debt securities | 292 | 465 | | | Reverse repurchase agreements | 2,245 | 610 | | | Multilateral development bank debt securities | 185 | 206 | | | Investments | $2,722 | $1,281 | | | Total | $5,842 | $5,664 | | In the table above, the change from December 31, 2024 to December 31, 2025 includes a favorable impact from currency translation adjustments of $701 million for restricted cash and cash equivalents and $361 million for investments. For the years ended December 31, 2025, 2024 and 2023, investments related to default funds and margin deposits, net includes purchases of investment securities of $107,319 million, $33,693 million and $53,657 million, respectively, and proceeds from sales and redemptions of investment securities of $106,239 million, $32,986 million and $53,583 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 fundsin 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, F-35 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 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 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 December 31, 2025, Nasdaq Clearing committed capital totaling $158 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as restricted cash equivalents in the 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 members 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 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 members margin and default fund deposits to cover the defaulting members 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 Clearings 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 December 31, 2025. 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 members remaining obligations up to the limits established under the terms of the clearinghouse rules. The power of assessment corresponds to 230% of the clearing members 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 members 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 members 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 December 31, 2025; F-36 a loss-sharing pool related only to the financial market that is contributed to by clearing members and only applies if the defaulting members 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 December 31, 2025. 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 $88 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: | | | | December 31, 2025 | | | | (in millions) | | | Commodity forwards | $11 | | | Fixed-income swaps and forwards | 547 | | | Stock options and forwards | 449 | | | Index options and forwards | 77 | | | Total | $1,084 | | In the table above: We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument. We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument. Derivative Contracts Cleared The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the years ended December 31, 2025 and 2024: | | | Year Ended December 31, | | | | 2025 | 2024 | | | Commodity and seafood options, futures and forwards | 254,038 | 234,622 | | | Fixed-income swaps, futures and forwards | 17,175,844 | 18,830,460 | | | Stock options, futures and forwards | 24,666,818 | 23,530,035 | | | Index options, futures and forwards | 30,244,627 | 35,069,931 | | | Total | 72,341,327 | 77,665,048 | | In the table above, the total volume in cleared power related to commodity contracts was 554 Terawatt hours (TWh) and 527TWh for the years ended December 31, 2025 and 2024, respectively. As noted above, beginning in January 2025, Nasdaq no longer offered seafood derivatives clearing. Resale and Repurchase Agreements Contracts Outstanding and Cleared The outstanding contract value of resale and repurchase agreements was $230 million and $200 million as of December 31, 2025 and 2024, respectively. The total number of resale and repurchase agreements contracts cleared was 3,015,860 and 4,929,765 for the years ended December 31, 2025 and 2024, respectively. 16. 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 Nasdaqs operating leases: | | | Balance Sheet Classification | December 31, 2025 | December 31, 2024 | | | Assets: | (in millions) | | | Operating lease assets | Operating lease assets | $447 | $375 | | | | | Liabilities: | | | Current lease liabilities | Other current liabilities | $60 | $55 | | | Non-current lease liabilities | Operating lease liabilities | 462 | 388 | | | Total lease liabilities | $522 | $443 | | F-37 The following table summarizes Nasdaqs lease cost: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Operating lease cost | $82 | $78 | $88 | | | Variable lease cost | 44 | 37 | 44 | | | Sublease income | (2) | (3) | (3) | | | Total lease cost | $124 | $112 | $129 | | In the table above, operating lease costs include short-term lease costs, which were immaterial. There were no material operating lease assets impairments in 2025 and 2024. In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, for the year ended December 31, 2023, we recorded impairment charges of $23million, of which $13million related to operating lease asset impairment and is included in operating lease cost in the table above, $5million related to exit costs and is included in variable lease cost in the table above and $5million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items. 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 Consolidated Balance Sheets. | | | December 31, 2025 | | | (in millions) | | | 2026 | $80 | | | 2027 | 81 | | | 2028 | 77 | | | 2029 | 75 | | | 2030 | 69 | | | 2031+ | 242 | | | Total lease payments | $624 | | | Less: interest | (102) | | | Present value of lease liabilities | $522 | | 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 $60 million. Total lease payments in the table above excludes $14 million of legally binding minimum lease payments for leases signed but not yet commenced. The following table provides information related to Nasdaqs lease term and discount rate: | | | December 31, 2025 | | | Weighted-average remaining lease term (in years) | 8.4 | | | | | Weighted-average discount rate | 4.2% | | The following table provides supplemental cash flow information related to Nasdaqs operating leases: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Cash paid for amounts included in the measurement of operating lease liabilities | $83 | $84 | $78 | | | | | Lease assets obtained in exchange for operating lease liabilities | $129 | $34 | $26 | | 17. INCOME TAXES Income Before Income Tax Provision The following table presents the domestic and foreign components of income before income tax provision: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Domestic | $1,703 | $1,091 | $1,073 | | | Foreign | 442 | 358 | 328 | | | Income before income tax provision | $2,145 | $1,449 | $1,401 | | Income Tax Provision The income tax provision consists of the following amounts: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | Current income taxes provision: | (in millions) | | | Federal | $132 | $166 | $145 | | | State | 60 | 70 | 52 | | | Foreign | 118 | 165 | 79 | | | Total current income taxes provision | 310 | 401 | 276 | | | Deferred income taxes provision (benefit): | | | | | | Federal | 62 | (25) | 51 | | | State | (3) | 2 | 8 | | | Foreign | (11) | (44) | 9 | | | Total deferred income taxes (benefit) provision | 48 | (67) | 68 | | | Total income tax provision | $358 | $334 | $344 | | F-38 We have determined that undistributed earnings of certain non-U.S. subsidiaries are not considered indefinitely reinvested and would not give rise to a material tax liability when remitted. Nasdaq continues to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability. A determination of an unrecognized deferred tax liability related to such outside basis differences is not practicable. In 2025, we adopted ASU 2023-09 on a prospective basis. See Recently Adopted Accounting Pronouncements of Note2, Summary of Significant Accounting Policies for further discussion. A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the year December 31, 2025 is as follows: | | | Year Ended December 31, 2025 | | | ($ in millions) | | | U.S. federal statutory income tax rate | $450 | 21.0% | | | State and local income taxes, net of federal income tax effect | 35 | 1.4% | | | Tax credits: | | | Energy-related tax credits | (24) | (1.1)% | | | Other | (4) | (0.2)% | | | Change in unrecognized tax benefits | (12) | (0.6)% | | | Nontaxable or nondeductible items | (33) | (1.5)% | | | Effect of cross-border tax laws: | | | Foreign-derived intangible income | (51) | (2.3)% | | | Other | 4 | 0.2% | | | Other adjustments | (7) | (0.2)% | | | Total | $358 | 16.7% | | In the table above, the majority of state and local income taxes include New York State and New York City. In 2025, energy-related tax credits includes an $8 million benefit related to a carryback to a prior tax year. A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the years ended December 31, 2024 and 2023 is as follows: | | | Year Ended December 31, | | | | 2024 | 2023 | | | Federal income tax provision at the statutory rate | 21.0% | 21.0% | | | State income tax provision, net of federal effect | 2.9% | 3.2% | | | Excess tax benefits related to employee share-based compensation | (0.3)% | (0.7)% | | | Non-U.S. subsidiary earnings | 1.6% | 2.5% | | | Tax credits and deductions | (1.7)% | (0.2)% | | | Change in unrecognized tax benefits | 0.4% | 1.0% | | | Deduction for foreign derived intangible income | (2.8)% | (1.6)% | | | Intra-group transfer of IP | 1.7% | % | | | Other, net | 0.3% | (0.6)% | | | Actual income tax provision | 23.1% | 24.6% | | The lower effective tax rate for the year ended December 31, 2025 compared with the same period in 2024 was primarily due to the release of prior year reserves following a favorable audit settlement, the revaluation of deferred tax liabilities to a lower blended state and local tax rate, revised state positions related to prior years, a divestiture in 2025 and the completion of an intra-group transfer of certain IP rights to the U.S. headquarters in 2024. 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 same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets. In July 2025, the One Big Beautiful Bill Act was signed into law. The impact of changes from this law did not have a material tax impact on our Consolidated Statements of Income. Income Taxes Paid The following table presents the federal, state and foreign components of income taxes paid pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025: | | | Year Ended December 31, 2025 | | | (in millions) | | | Federal | $107 | | | State and local | 72 | | | Foreign | | | Australia | 18 | | | Canada | 100 | | | Sweden | 33 | | | Other | 43 | | | Total foreign | $194 | | | Total income taxes paid, net | $373 | | F-39 Cash paid for income taxes, net of refunds, for the years ended December 31, 2024 and 2023 was $358 million and $254 million, respectively. Deferred Income Taxes The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the following: | | | | December 31, | | | | 2025 | 2024 | | | Deferred tax assets: | (in millions) | | | Deferred revenues | $27 | $40 | | | Foreign net operating loss | 9 | 3 | | | Capitalized research and development costs | | 43 | | | Federal capital loss | 3 | | | | State net operating loss | 3 | 3 | | | Compensation and benefits | 67 | 47 | | | Deferred interest expense | 16 | 63 | | | Tax credits | 35 | 18 | | | Federal benefit of uncertain tax positions | 18 | 16 | | | Operating lease liabilities | 128 | 113 | | | Unrealized losses | 36 | | | | Other | 34 | 41 | | | Gross deferred tax assets | 376 | 387 | | | Less: valuation allowance | (1) | | | | Total deferred tax assets, net of valuation allowance | $375 | $387 | | | | | Deferred tax liabilities: | | | | | Depreciation | $(23) | $(30) | | | Amortization of acquired intangible assets and goodwill | (1,700) | (1,698) | | | Investments | (90) | (81) | | | Unrealized gains | | (55) | | | Operating lease assets | (110) | (95) | | | Capitalized research and development costs | (3) | | | | Other | (6) | (8) | | | Gross deferred tax liabilities | $(1,932) | $(1,967) | | | Net deferred tax liabilities | $(1,557) | $(1,580) | | | Reported as: | | | Non-current deferred tax assets | $27 | $14 | | | Deferred tax liabilities, net | (1,584) | (1,594) | | | Net deferred tax liabilities | $(1,557) | $(1,580) | | In the table above, non-current deferred tax assets are included in other non-current assets in the Consolidated Balance Sheets. We had a $1 million valuation allowance as of December 31, 2025 and no valuation allowances as of December 31, 2024. Based on all available positive and negative evidence, we believe the sources of future taxable income are sufficient to realize the remainder of Nasdaqs deferred tax asset inventory. Nasdaq has deferred tax assets associated with net operating losses, or NOLs, in U.S. state and local and non-U.S. jurisdictions as well as a capital loss with the following expiration dates: | | | Jurisdiction | December 31, 2025 | Expiration Date | | | (in millions) | | | Foreign NOL | $9 | 2039-2044 | | | U.S. state and local NOL | 3 | 2026-2044 | | | Federal capital loss | 3 | 2030 | | Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Beginning balance | $84 | $80 | $70 | | | Additions as a result of tax positions taken in prior periods | 2 | 3 | 2 | | | Additions as a result of tax positions taken in the current period | 11 | 15 | 25 | | | Reductions related to settlements with taxing authorities | (20) | (6) | (14) | | | Reductions as a result of lapses of the applicable statute of limitations | (6) | (8) | (3) | | | Ending balance | $71 | $84 | $80 | | Unrecognized tax benefits in the table above, if recognized in the future, would affect our effective tax rate. We recognize interest and/or penalties related to income tax matters in the provision for income taxes in the Consolidated Statements of Income, which was $3 million tax expense for the year ended December 31, 2025, $4 million for the year ended December 31, 2024 and $3 million tax benefit for the year ended for December 31, 2023. Accrued interest and penalties, net of tax effect were $13 million as of December 31, 2025 and $10 million as of December 31, 2024. Tax Audits Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return and 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 F-40 2020 through 2024. 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 consolidated financial position or results of operations. We do not expect to settle any material tax audits in the next twelve months. 18. 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 15, 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 December 31, 2025 and December 31, 2024. As discussed in Other Credit Facilities, of Note 9, Debt Obligations, we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $208 million as of December 31, 2025 and $174 million as of December 31, 2024 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 15, Clearing Operations, for further discussion of Nasdaq Clearing performance guarantees. We have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc., which is a not-for- profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the consolidated financial statements of Nasdaq. 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 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 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 F-41 than not that we will be assessed.We review our positions on these matters as they progress. See Tax Audits, of Note 17, Income Taxes, for further discussion. 19. 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. The following tables present certain information regarding our business segments for the years ended December 31, 2025, 2024 and 2023: | | | Capital Access Platforms | Financial Technology | Market Services | Corporate | Total | | | December 31, 2025 | (in millions) | | | Total revenues | $2,137 | $1,850 | $4,214 | $61 | $8,262 | | | Transaction-based expenses | | | (3,013) | | (3,013) | | | Revenues less transaction-based expenses | 2,137 | 1,850 | 1,201 | 61 | 5,249 | | | Directly consumed expenses | 690 | 871 | 353 | | 1,914 | | | Other expenses | 173 | 119 | 84 | 628 | 1,004 | | | Operating income | $1,274 | $860 | $764 | $(567) | $2,331 | | | | | Depreciation and amortization | 42 | 55 | 45 | 490 | 632 | | | Purchases of property and equipment | 67 | 133 | 66 | | 266 | | | December 31, 2024 | | | Total revenues | $1,945 | $1,655 | $3,771 | $29 | $7,400 | | | Transaction-based expenses | | | (2,751) | | (2,751) | | | Revenues less transaction-based expenses | 1,945 | 1,655 | 1,020 | 29 | 4,649 | | | Directly consumed expenses | 644 | 794 | 339 | | 1,777 | | | Other expenses | 164 | 91 | 84 | 735 | 1,074 | | | Operating income | $1,137 | $770 | $597 | $(706) | $1,798 | | | | | Depreciation and amortization | 38 | 43 | 39 | 493 | 613 | | | Purchases of property and equipment | 52 | 105 | 50 | | 207 | | F-42 | | | Capital Access Platforms | Financial Technology | Market Services | Corporate | Total | | | December 31, 2023 | (in millions) | | | Total revenues | $1,744 | $1,099 | $3,156 | $65 | $6,064 | | | Transaction-based expenses | | | (2,169) | | (2,169) | | | Revenues less transaction-based expenses | 1,744 | 1,099 | 987 | 65 | 3,895 | | | Directly consumed expenses | 625 | 536 | 330 | | 1,491 | | | Other expenses | 146 | 69 | 75 | 536 | 826 | | | Operating income | $973 | $494 | $582 | $(471) | $1,578 | | | | | Depreciation and amortization | 37 | 36 | 34 | 216 | 323 | | | Purchases of property and equipment | 53 | 50 | 55 | | 158 | | 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 tables summarize revenues and expenses allocated to our Corporate segment: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | Revenues: | (in millions) | | | Divestitures of businesses | $61 | $63 | $65 | | | Adenza purchase accounting adjustment | | (34) | | | | Expenses: | | | Amortization expense of acquired intangible assets | 487 | 488 | 206 | | | Merger and strategic initiatives expense | 60 | 35 | 148 | | | Restructuring charges | 42 | 116 | 80 | | | Lease asset impairments | | | 25 | | | Legal and regulatory matters | 6 | 20 | 12 | | | (Gain) loss on extinguishment of debt | (18) | 4 | | | | Pension settlement charge | | 23 | 9 | | | Expenses - divestiture | 41 | 46 | 49 | | | Other | 10 | 3 | 7 | | | Total expenses | $628 | $735 | $536 | | | Operating loss | $(567) | $(706) | $(471) | | For further discussion of our segments results, see Segment Operating Results, of Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. The items in the preceding tables 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 segments 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 tables above, include the following: Revenues and expenses - divestiture: 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 consideration was received. Migration of open positions are planned to take place by the end of the first quarter of 2026. We expect to wind down commodities clearing and trading services in the second half 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 2026 and 2027, and is expected to release regulatory capital in the medium term. 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 - divestiture. F-43 Adenza purchase accounting adjustment: As discussed in Note 3, Revenue from Contracts with Customers, during the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time net revenue reduction of $32million was recorded in our Financial Technology segment, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. For purposes of evaluating the performance of our segments, we have excluded the reduction of $34million as this relates to the prior year impact of this change. We have not excluded the offsetting $2 million 2024 impact of this change. Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the 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 years ended December 31, 2025, and December 31, 2024, these costs included Adenza integration costs and other strategic initiative costs. For the year ended December 31, 2024, these costs were partially offset by the recognition of a termination fee received by Nasdaq in 2024, related to the termination of the proposed divestiture of our Nordic power futures business. For the year ended December 31, 2025, these costs included a repayment of this fee due to the sale of the Nordic power futures business to another buyer, as designated in the settlement agreement. Restructuring charges: See Note 20, Restructuring Charges, for further discussion of these plans. Lease asset impairments: For year ended December 31, 2023, this included impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in the Consolidated Statements of Income. Legal and regulatory matters: For the year ended December 31, 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Consolidated Statements of Income. For the year ended December 31, 2024, this primarily related to the settlement of an SFSA fine, and accruals related to certain legal matters, which are recorded in regulatory expense and professional and contract services in the Consolidated Statements of Income. Gain/loss on extinguishment of debt: For the year ended December 31, 2025 we recorded a gain on early extinguishment of debt and for the year ended December 31, 2024 we recorded a loss on early extinguishment of debt. These gains and losses were recorded under general, administrative and other expense in the Consolidated Statements of Income. See Note 9, Debt Obligations, to the consolidated financial statements for further discussion. Pension settlement charge: For the years ended December 31, 2024 and 2023, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits expense in the Consolidated Statements of Income. Other items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. Geographic Data The following tables present total gross revenues by geographic area for the years ended December 31, 2025, 2024 and 2023. Revenues are classified based upon the location of the customer. | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | United States | $5,947 | $5,817 | $4,870 | | | All other countries | 2,315 | 1,583 | 1,194 | | | Total | $8,262 | $7,400 | $6,064 | | No single customer accounted for 10.0% or more of our revenues for the years ended December 31, 2025, 2024 and 2023. The following table presents property and equipment, net by geographic area as of December 31, 2025 and December 31, 2024. Property and equipment information is based on the physical location of the assets. | | | (in millions) | December 31, 2025 | December 31, 2024 | | | United States | $500 | $425 | | | All other countries | 228 | 168 | | | Total | $728 | $593 | | Property and equipment, net for all other countries primarily includes assets held in Sweden. F-44 20. 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 further expanded this program in the fourth quarter of 2024 following the achievement of our initial targets. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. We have incurred costs principally related to employee-related costs, contract terminations, asset impairments and other related costs and expect to incur additional costs in these areas in an effort to accelerate efficiencies through location strategy and enhanced AI capabilities. Actions taken as part of this program were completed as of December 31, 2025, while certain costs may be recognized in the first half of 2026. We have achieved benefits primarily in the form of expense synergies with over $160 million net expense synergies actioned through December 31, 2025. Costs related to these programs are recorded as restructuring charges in the Consolidated Statements of Income. The following table presents a summary of the Adenza restructuring program and our divisional realignment program charges for the years ended December 31, 2025, 2024 and 2023: | | | Year Ended December 31, | | | 2025 | 2024 | 2023 | | | (in millions) | | | Asset impairment charges | | | Adenza restructuring | $1 | $28 | $ | | | Divisional realignment | | 9 | 12 | | | Consulting services | | | Adenza restructuring | 8 | 5 | 3 | | | Divisional realignment | | 27 | 34 | | | Employee-related costs | | | Adenza restructuring | 27 | 20 | 6 | | | Divisional realignment | | 8 | 13 | | | Other | | | Adenza restructuring | 6 | 9 | 1 | | | Divisional realignment | | 10 | 11 | | | Total restructuring charges | $42 | $116 | $80 | | The following table presents total program costs incurred since the inception date of each program. | | | Total Program Costs Incurred (in millions) | | | Adenza restructuring | $114 | | | Divisional realignment* | $139 | | ____________ * In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional realignment program with a focus on realizing the full potential of this structure. As of September 30, 2024, we completed our divisional realignment program.