Nasdaq NDAQ · USD

BUSINESS SEGMENTSWe 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 PlatformsFinancial TechnologyMarket ServicesCorporateTotalDecember 31, 2025(in millions)Total revenues$2,137$1,850$4,214$61$8,262Transaction-based expenses——(3,013)—(3,013)Revenues less transaction-based expenses2,1371,8501,201615,249Directly consumed expenses690871353—1,914Other expenses173119846281,004Operating income$1,274$860$764$(567)$2,331Depreciation and amortization425545490632Purchases of property and equipment6713366—266December 31, 2024Total revenues$1,945$1,655$3,771$29$7,400Transaction-based expenses——(2,751)—(2,751)Revenues less transaction-based expenses1,9451,6551,020294,649Directly consumed expenses644794339—1,777Other expenses16491847351,074Operating income$1,137$770$597$(706)$1,798Depreciation and amortization384339493613Purchases of property and equipment5210550—207Capital Access PlatformsFinancial TechnologyMarket ServicesCorporateTotalDecember 31, 2023(in millions)Total revenues$1,744$1,099$3,156$65$6,064Transaction-based expenses——(2,169)—(2,169)Revenues less transaction-based expenses1,7441,099987653,895Directly consumed expenses625536330—1,491Other expenses1466975536826Operating income$973$494$582$(471)$1,578Depreciation and amortization373634216323Purchases of property and equipment535055—158Directly 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.

REVENUE FROM CONTRACTS WITH CUSTOMERSDisaggregation of RevenueThe 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 31,202520242023(in millions)Capital Access PlatformsData & Listing Services$804$754$749Index827706528Workflow & Insights506485467Financial TechnologyFinancial Crime Management Technology331273223Regulatory Technology428352212Capital Markets Technology1,091996664Market Services, net1,2011,020987Other revenues616365Revenues less transaction-based expenses$5,249$4,649$3,895Substantially 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 AxiomSL’s 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 $32 million 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.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers.

REVENUE FROM CONTRACTS WITH CUSTOMERSDisaggregation of RevenueThe 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 31,202520242023(in millions)Capital Access PlatformsData & Listing Services$804$754$749Index827706528Workflow & Insights506485467Financial TechnologyFinancial Crime Management Technology331273223Regulatory Technology428352212Capital Markets Technology1,091996664Market Services, net1,2011,020987Other revenues616365Revenues less transaction-based expenses$5,249$4,649$3,895Substantially 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 AxiomSL’s 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 $32 million 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.Contract BalancesSubstantially all of our revenues are considered to be revenues from contracts with customers.

COMMITMENTS, CONTINGENCIES AND GUARANTEESGuarantees Issued and Credit Facilities AvailableIn 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 GuaranteesThrough 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 ActivitiesOne 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.

DEBT OBLIGATIONSThe following table presents the changes in the carrying amounts of our debt obligations during the year ended December 31, 2025:December 31, 2024Payments, ForeignCurrencyTranslationand AccretionDecember 31, 2025Short-term debt:(in millions)2025 Notes$399$(399)$—2026 Notes499(68)431Total short-term debt$898$(467)$431Long-term debt - senior unsecured notes:2028 Notes935(142)7932029 Notes618847022030 Notes617857022031 Notes64516462032 Notes7691058742033 Notes633867192034 Notes1,220(98)1,1222040 Notes64416452050 Notes48714882052 Notes541(134)4072053 Notes73817392063 Notes738—7382022 Revolving Credit Facility(3)1(2)Total long-term debt$8,582$(9)$8,573Total debt obligations$9,480$(476)$9,004In 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 NotesOur 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 $444 million of our 2026 Notes, 2028 Notes, 2034 Notes and 2052 Notes.

INCOME TAXESIncome Before Income Tax ProvisionThe following table presents the domestic and foreign components of income before income tax provision:Year Ended December 31,202520242023(in millions)Domestic$1,703$1,091$1,073Foreign442358328Income before income tax provision$2,145$1,449$1,401Income Tax ProvisionThe income tax provision consists of the following amounts:Year Ended December 31,202520242023Current income taxes provision:(in millions)Federal$132$166$145State607052Foreign11816579Total current income taxes provision310401276Deferred income taxes provision (benefit): Federal62(25)51State(3)28Foreign(11)(44)9Total deferred income taxes (benefit) provision48(67)68Total income tax provision$358$334$344We have determined that undistributed earnings of certain non-U.S. subsidiaries are not considered indefinitely reinvested and would not give rise to a material tax liability when remitted. Nasdaq continues to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability. A determination of an unrecognized deferred tax liability related to such outside basis differences is not practicable.In 2025, we adopted ASU 2023-09 on a prospective basis. See “Recently Adopted Accounting Pronouncements” of Note 2, “Summary of Significant Accounting Policies” for further discussion. A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the year December 31, 2025 is as follows: Year Ended December 31, 2025($ in millions)U.S. federal statutory income tax rate$45021.0%State and local income taxes, net of federal income tax effect351.4%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)%Other40.2%Other adjustments(7)(0.2)%Total$35816.7%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, 20242023Federal income tax provision at the statutory rate21.0%21.0%State income tax provision, net of federal effect2.

SHARE-BASED COMPENSATIONWe 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 ExpenseThe 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, 202520242023 (in millions)Share-based compensation expense before income taxes$165$141$122Common Shares Available Under Our Equity PlanAs of December 31, 2025, we had approximately 21.6 million shares of common stock authorized for future issuance under our Equity Plan.Restricted StockWe 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 AwardsWeighted-Average Grant Date Fair ValueUnvested at December 31, 20224,380,513$45.48Granted1,850,79052.66Vested(1,703,252)38.21Forfeited(318,752)51.15Unvested at December 31, 20234,209,29951.15Granted1,874,97660.16Vested(1,614,071)47.48Forfeited(291,337)55.57Unvested at December 31, 20244,178,86756.30Granted1,616,87374.50Vested(1,629,481)54.86Forfeited(245,795)61.68Unvested at December 31, 20253,920,464$64.06As 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.

LEASESWe have operating leases, which are primarily real estate leases, predominantly for our U.S. and European headquarters, data centers and for general office space. The following table provides supplemental balance sheet information related to Nasdaq’s operating leases:Balance Sheet ClassificationDecember 31, 2025December 31, 2024Assets:(in millions)Operating lease assetsOperating lease assets$447$375Liabilities:Current lease liabilitiesOther current liabilities$60$55Non-current lease liabilitiesOperating lease liabilities462388Total lease liabilities$522$443The following table summarizes Nasdaq’s lease cost: Year Ended December 31,202520242023(in millions)Operating lease cost$82$78$88Variable lease cost443744Sublease income(2)(3)(3)Total lease cost$124$112$129In 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 $23 million, of which $13 million related to operating lease asset impairment and is included in operating lease cost in the table above, $5 million related to exit costs and is included in variable lease cost in the table above and $5 million 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$802027812028772029752030692031+242Total lease payments$624Less: interest(102)Present value of lease liabilities$522In 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.