Nasdaq提交截至2026年9月30日季度的10-Q：第三季度净利润5.40亿美元，并回购约357万股

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	September 30, 2026
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period	from ________ to ________

Commission file number: 001-38855

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)


Delaware		52-1165937
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


151 W. 42nd Street,	New York,	New York	10036
(Address of Principal Executive Offices)			(Zip Code)

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

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


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

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

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

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

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

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

submit such files). Yes ☒ No ☐

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

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

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

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

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


Class	Outstanding at October 16, 2026
Common Stock, $0.01 par value per share	554,962,751	shares

Nasdaq, Inc.


TABLE OF CONTENTS


PART I	Financial Information

	Item 1.	Financial Statements	1

		Condensed Consolidated Balance Sheets	1

		Condensed Consolidated Statements of Income	2

		Condensed Consolidated Statements of Comprehensive Income	3

		Condensed Consolidated Statements of Changes in Stockholders' Equity	4

		Condensed Consolidated Statements of Cash Flows	5

		Notes to Condensed Consolidated Financial Statements	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

	Item 4.	Controls and Procedures	49



PART II	Other Information

	Item 1.	Legal Proceedings	49

	Item 1A.	Risk Factors	50

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

	Item 5.	Other Information	51

	Item 6.	Exhibits	51

		Signatures	51

About this Form 10-Q

Throughout this Form 10-Q, unless otherwise specified:

•“Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.

•“Nasdaq Baltic” refers collectively to, Nasdaq Tallinn

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

•“Nasdaq Texas” refers to the cash equity exchange

operated by Nasdaq Texas, LLC, formerly Nasdaq BX.

•“NTX Options” refers to the options exchange operated

by Nasdaq Texas, LLC, formerly Nasdaq BX Options.

•“Nasdaq Clearing” refers to the clearing operations

conducted by Nasdaq Clearing AB.

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

cash equity trading books operated by Nasdaq CXC

Limited.

•“Nasdaq First North” refers to our alternative

marketplaces for smaller companies and growth

companies in the Nordic and Baltic regions.

•“Nasdaq GEMX” refers to the options exchange

operated by Nasdaq GEMX, LLC.

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

Nasdaq ISE, LLC.

•“Nasdaq MRX” refers to the options exchange operated

by Nasdaq MRX, LLC.

•“Nasdaq Nordic” refers collectively to, Nasdaq Clearing

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

Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

•“Nasdaq PHLX” refers to the options exchange operated

by Nasdaq PHLX LLC.

•“Nasdaq PSX” refers to the cash equity exchange

operated by Nasdaq PHLX LLC.

•“The Nasdaq Options Market” refers to the options

exchange operated by The Nasdaq Stock Market LLC.

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

exchange and listing venue operated by The Nasdaq

Stock Market LLC.

Nasdaq also provides the following list of abbreviations and

acronyms used throughout this Quarterly Report on Form 10-

Q as a tool for the reader.

2025 Notes: $500 million aggregate principal amount of

5.650% senior unsecured notes paid at maturity on June 28,

2025

2026 Revolving Credit Facility: $1.50 billion senior

unsecured revolving credit facility, which matures on June

30, 2031

2026 Notes: $500 million aggregate principal amount issued

of 3.850% senior unsecured notes paid at maturity on June

30, 2026

2028 Notes: $1 billion aggregate principal amount issued of

5.350% senior unsecured notes due June 28, 2028

2029 Notes: €600 million aggregate principal amount issued

of 1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount issued

of 0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount issued

of 1.650% senior unsecured notes due January 15, 2031

2032 Notes: €750 million aggregate principal amount issued

of 4.500% senior unsecured notes due February 15, 2032

2033 Notes: €615 million aggregate principal amount issued

of 0.900% senior unsecured notes due July 30, 2033

2034 Notes: $1.25 billion aggregate principal amount issued

of 5.550% senior unsecured notes due February 15, 2034

2040 Notes: $650 million aggregate principal amount issued

of 2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount issued

of 3.250% senior unsecured notes due April 28, 2050

2052 Notes: $550 million aggregate principal amount issued

of 3.950% senior unsecured notes due March 7, 2052

2053 Notes: $750 million aggregate principal amount issued

of 5.950% senior unsecured notes due August 15, 2053

2063 Notes: $750 million aggregate principal amount issued

of 6.100% senior unsecured notes due June 28, 2063

Adenza: Adenza Holdings, Inc.

AI: Artificial Intelligence

ARR: Annualized Recurring Revenue

ASR: Accelerated Share Repurchase

AUM: Assets Under Management

CCP: Central Counterparty

CAT: A market-wide consolidated audit trail established

under an SEC approved plan by Nasdaq and other

exchanges

EMIR: European Market Infrastructure Regulation

Equity Plan: Nasdaq Equity Incentive Plan

ESPP: Nasdaq Employee Stock Purchase Plan

ETP: Exchange Traded Product

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

Exchange Act: Securities Exchange Act of 1934, as amended

FINRA: Financial Industry Regulatory Authority

GICS: Global Industry Classification Standard

IPO: Initial Public Offering

NPM: Nasdaq Private Market, LLC

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

iii

PSU: Performance Share Unit

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

SPAC: Special Purpose Acquisition Company

S&P: Standard & Poor's

S&P 500: S&P 500 Stock Index

TSR: Total Shareholder Return

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

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

data

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

product names or marks referred to in this report are

trademarks or service marks, registered or otherwise, of

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

Reporting Facility are registered trademarks of FINRA.

This Quarterly Report on Form 10-Q includes market share

and industry data that we obtained from industry publications

and surveys, reports of governmental agencies and internal

company surveys. Industry publications and surveys

generally state that the information they contain has been

obtained from sources believed to be reliable, but we cannot

assure you that this information is accurate or complete. We

have not independently verified any of the data from third-

party sources nor have we ascertained the underlying

economic assumptions relied upon therein. Statements as to

our market position are based on the most currently available

market data. For market comparison purposes, The Nasdaq

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

IPOs and new listings of equity securities (including issuers

that switched from other listings venues, closed-end funds

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

therefore, the data may not be comparable to other publicly

available IPO data. Data in this Quarterly Report on Form

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

Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq

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

The data regarding Nasdaq's combined market capitalization

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

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

aware of any misstatements regarding industry data presented

herein, our estimates involve risks and uncertainties and are

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

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

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

on February 12, 2026.

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

for disclosing material non-public information and for

complying with SEC Regulation FD and other disclosure

obligations.

Forward-Looking Statements

The SEC encourages companies to disclose forward-looking

information so that investors can better understand a

company’s future prospects and make informed investment

decisions. This Quarterly Report on Form 10-Q contains

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

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

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

words or terms of similar substance used in connection with

any discussion of future expectations as to industry and

regulatory developments or business initiatives and

strategies, future operating results or financial performance,

and other future developments are intended to identify

forward-looking statements. These include, among others,

statements relating to:

•our strategic direction;

•the integration of acquired businesses, including

accounting decisions relating thereto;

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

investments or other transactional activities;

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

initiatives, including transactional activities and other

strategic, restructuring, technology, de-leveraging and

capital return initiatives;

•our products and services;

•the impact of pricing changes;

•tax matters;

•the cost and availability of liquidity and capital; and

•any litigation, or any regulatory or government

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

party or which may affect us and any potential settlements

of litigation, regulatory or governmental investigations or

actions.

Forward-looking statements involve risks and uncertainties.

Factors that could cause actual results to differ materially

from those contemplated by the forward-looking statements

include, among others, the following:

•our operating results may be lower than expected;

•our ability to successfully integrate acquired businesses or

divest sold businesses or assets, including the fact that any

integration or transition may be more difficult, time

consuming or costly than expected, and we may be unable

to realize synergies from business combinations,

acquisitions, divestitures or other transactional activities;

•loss of significant trading and clearing volumes or values,

fees, market share, listed companies, market data

customers or other customers;

•our ability to develop and grow our non-trading

businesses;

•our ability to keep up with rapid technological advances,

including our ability to effectively manage the development

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

adequately address cybersecurity risks;

•economic, political, regulatory and market conditions and

fluctuations, including inflation, tariffs, interest rate and

foreign currency risk inherent in U.S. and international

operations, and geopolitical instability;

•the performance and reliability of our technology and the

technology of third parties on which we rely;

•any significant systems failures or errors in our

operational processes;

•our ability to continue to generate cash and manage our

indebtedness; and

•adverse changes that may occur in the litigation or

regulatory areas, or in the securities markets generally, or

increased regulatory oversight domestically or

internationally.

Most of these factors are difficult to predict accurately and

are generally beyond our control. You should consider the

uncertainty and any risk related to forward-looking

statements that we make. These risk factors are more fully

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

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

not to place undue reliance on these forward-looking

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

should carefully read this entire Quarterly Report on Form

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

and Analysis of Financial Condition and Results of

Operations” and the condensed consolidated financial

statements and the related notes. Except as required by the

federal securities laws, we undertake no obligation to update

any forward-looking statement, release publicly any revisions

to any forward-looking statements or report the occurrence

of unanticipated events. For any forward-looking statements

contained in any document, we claim the protection of the

safe harbor for forward-looking statements contained in the

Private Securities Litigation Reform Act of 1995.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions, except share and par value amounts)


	September 30, 2026	December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$365	$604
Restricted cash and cash equivalents	28	210
Default funds and margin deposits (including restricted cash and cash equivalents of $755 and $3,120, respectively)	2,530	5,842
Short-term investments	151	28
Receivables, net	1,171	943
Other current assets	287	376
Total current assets	4,532	8,003
Property and equipment, net	767	728
Goodwill	14,247	14,371
Intangible assets, net	6,106	6,511
Operating lease assets	481	447
Other non-current assets	1,250	993
Total assets	$27,383	$31,053

Liabilities
Current liabilities:
Accounts payable and accrued expenses	$252	$280
Section 31 fees payable to SEC	90	—
Accrued personnel costs	320	364
Deferred revenue	819	785
Other current liabilities	237	259
Default funds and margin deposits	2,530	5,842
Short-term debt	269	431
Total current liabilities	4,517	7,961
Long-term debt	8,471	8,573
Deferred tax liabilities, net	1,654	1,584
Operating lease liabilities	476	462
Other non-current liabilities	262	241
Total liabilities	15,380	18,821

Commitments and contingencies

Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 583,979,697 at September 30, 2026 and 594,620,320 at December 31, 2025; shares outstanding: 558,441,448 at September 30, 2026 and 569,894,024 at December 31, 2025	6	6
Additional paid-in capital	4,067	5,122
Common stock in treasury, at cost: 25,538,249 shares at September 30, 2026 and 24,726,296 shares at December 31, 2025	(784)	(716)
Accumulated other comprehensive loss	(1,944)	(1,773)
Retained earnings	10,654	9,588
Total Nasdaq stockholders’ equity	11,999	12,227
Noncontrolling interests	4	5
Total equity	12,003	12,232
Total liabilities and equity	$27,383	$31,053

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(unaudited)

(in millions, except per share amounts)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Revenues:
Capital Access Platforms	$641	$534	$1,820	$1,552
Financial Technology	529	457	1,585	1,352
Market Services	1,221	967	3,640	3,208
Other revenues	2	21	18	63
Total revenues	2,393	1,979	7,063	6,175
Transaction-based expenses:
Transaction rebates	(623)	(658)	(2,059)	(1,882)
Brokerage, clearance and exchange fees	(289)	(6)	(616)	(436)
Revenues less transaction-based expenses	1,481	1,315	4,388	3,857
Operating expenses:
Compensation and benefits	379	353	1,118	1,033
Professional and contract services	42	38	124	112
Technology and communication infrastructure	93	80	264	236
Occupancy	34	32	103	90
General, administrative and other	2	22	54	51
Marketing and advertising	17	13	61	41
Depreciation and amortization	165	158	496	471
Regulatory	11	12	29	41
Merger and strategic initiatives	6	9	14	53
Restructuring charges	—	12	24	27
Total operating expenses	749	729	2,287	2,155
Operating income	732	586	2,101	1,702
Interest income	10	8	23	32
Interest expense	(86)	(87)	(259)	(279)
Net gain (loss) on divestitures	(4)	(2)	84	37
Other income (loss)	11	—	(4)	—
Net income from unconsolidated investees	38	24	86	73
Income before income taxes	701	529	2,031	1,565
Income tax provision	162	106	466	296
Net income	$539	$423	$1,565	$1,269
Net loss attributable to noncontrolling interests	1	—	1	1
Net income attributable to Nasdaq	$540	$423	$1,566	$1,270
Per share information:
Basic earnings per share	$0.97	$0.74	$2.78	$2.21
Diluted earnings per share	$0.96	$0.73	$2.76	$2.19
Cash dividends declared per common share	$0.31	$0.27	$0.89	$0.78

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Net income	$539	$423	$1,565	$1,269
Other comprehensive income (loss):
Foreign currency translation gains (losses)	(62)	27	(138)	157
Income tax benefit (expense)(1)	(7)	(5)	(32)	93
Foreign currency translation, net	(69)	22	(170)	250

Unrealized gain (loss) on derivative instruments, net	(1)	—	(1)	2

Total other comprehensive income (loss), net of tax	(70)	22	(171)	252
Comprehensive income	$469	$445	$1,394	$1,521
Comprehensive loss attributable to noncontrolling interests	1	—	1	1
Comprehensive income attributable to Nasdaq	$470	$445	$1,395	$1,522

____________

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

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

(in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	Shares	$	Shares	$	Shares	$	Shares	$
Common stock	562	6	574	6	570	6	575	6

Additional paid-in capital
Beginning balance		4,353		5,425		5,122		5,530
Share repurchase program	(4)	(333)	(1)	(115)	(14)	(1,236)	(4)	(330)
Share-based compensation	—	47	—	41	2	134	2	122
Issuance of stock under employee stock plans	—	—	—	—	1	18	—	—
Other issuances of common stock, net	—	—	—	—	—	29	—	29
Ending balance		4,067		5,351		4,067		5,351

Common stock in treasury, at cost
Beginning balance		(784)		(706)		(716)		(647)
Employee shares withheld	—	—	—	(4)	(1)	(68)	—	(63)
Ending balance		(784)		(710)		(784)		(710)

Accumulated other comprehensive loss
Beginning balance		(1,874)		(1,869)		(1,773)		(2,099)
Other comprehensive income (loss)		(70)		22		(171)		252
Ending balance		(1,944)		(1,847)		(1,944)		(1,847)

Retained earnings
Beginning balance		10,287		8,955		9,588		8,401
Net income attributable to Nasdaq		540		423		1,566		1,270
Cash dividends declared and paid		(173)		(155)		(500)		(448)
Ending balance		10,654		9,223		10,654		9,223

Total Nasdaq stockholders’ equity		11,999		12,023		11,999		12,023

Noncontrolling interests
Beginning balance		5		7		5		9
Net activity related to noncontrolling interests		(1)		—		(1)		(2)
Ending balance		4		7		4		7

Total Equity	558	$12,003	573	$12,030	558	$12,003	573	$12,030

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in millions)


	Nine Months Ended September 30,
	2026	2025
Cash flows from operating activities:
Net income	$1,565	$1,269
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	496	471
Share-based compensation	134	122
Deferred income tax expense	44	30
Net gain on divestitures	(84)	(37)
Net income from unconsolidated investees	(86)	(73)
Other reconciling items included in net income	15	(1)
Net change in operating assets and liabilities, excluding the effects of divestitures:
Receivables, net	(241)	172
Other assets	96	67
Accounts payable and accrued expenses	(34)	(22)
Section 31 fees payable to SEC	90	(319)
Accrued personnel costs	(38)	(25)
Deferred revenue	43	(10)
Other liabilities	(79)	(14)
Net cash provided by operating activities	1,921	1,630
Cash flows from investing activities:
Purchases of short-term investments	(1,152)	(234)
Proceeds from sales and redemptions of short-term investments	1,019	392
Purchases of corporate debt securities	(100)	—
Proceeds from divestitures, net of cash divested	92	52
Acquisition of businesses, net of cash and cash equivalents acquired	(58)	—
Purchases of property and equipment	(199)	(177)
Investments related to default funds and margin deposits, net(1)	780	(419)
Other investing activities	(16)	(76)
Net cash provided by (used in) investing activities	366	(462)
Cash flows from financing activities:
Issuance of commercial paper, net	269	—
Repayments of debt and credit commitment	(431)	(726)
Repurchases of common stock	(1,226)	(330)
Dividends paid	(500)	(448)
Proceeds from issuance of stock under employee stock plans	47	28
Payments related to employee shares withheld for taxes	(68)	(63)
Default funds and margin deposits	(3,065)	(847)
Other financing activities	(8)	—
Net cash used in financing activities	(4,982)	(2,386)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(91)	653
Net decrease in cash and cash equivalents and restricted cash and cash equivalents	(2,786)	(565)
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period	3,934	5,006
Cash and cash equivalents, restricted cash and cash equivalents at end of period	$1,148	$4,441
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents	$365	$470
Restricted cash and cash equivalents	28	227
Restricted cash and cash equivalents (default funds and margin deposits)	755	3,744
Total	$1,148	$4,441
Supplemental Disclosure - Cash Flow Information
Cash paid for:
Interest paid	$272	$283
Income taxes paid, net of refunds	$350	$220

__________________________

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

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Nasdaq is a leading technology platform that powers the

world’s economies. We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

advanced technology, data, and intelligence solutions that

enable our clients to capture opportunities, navigate risk, and

strengthen resilience.

Our organizational structure aligns our businesses with the

foundational shifts that are driving the evolution of the global

financial system. We manage, operate and provide our

products and services in three business segments: Capital

Access Platforms, Financial Technology and Market

Services.

Capital Access Platforms

The Capital Access Platforms segment comprises our Data &

Listing Services, Index and Workflow & Insights businesses.

Our Data business distributes historical and real-time market

data to sell-side customers, the institutional investing

community, retail online brokers, proprietary trading firms

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

distributors. Our data products can enhance the transparency

of market activity within our exchanges and provide critical

information to professional and non-professional investors

globally.

Our Listing Services business operates listing platforms in

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

raising solutions for public companies. Our main listing

markets are The Nasdaq Stock Market and the Nasdaq

Nordic and Nasdaq Baltic exchanges. Through Nasdaq First

North, our Nordic and Baltic operations also offer alternative

marketplaces for smaller companies and growth companies.

As of September 30, 2026, a total of 5,829 companies listed

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

Nasdaq First North exchanges. As of September 30, 2026,

there were 4,726 total listings on The Nasdaq Stock Market,

including 1,292 ETPs. The Nasdaq combined market

capitalization in the U.S. was approximately $47.1 trillion. In

Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,

together with Nasdaq First North, were home to 1,103 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

September 30, 2026, 487 ETPs listed on 28 exchanges in

over 20 countries tracked a Nasdaq index and accounted for

$1.2 trillion in AUM.

Workflow & Insights includes our analytics and corporate

solutions businesses. Our analytics business provides hedge

funds, asset managers, investment consultants and

institutional asset owners with information and analytics to

make data-driven investment decisions, deploy their

resources more productively, and provide liquidity solutions

for private funds. Through our eVestment solution, we

provide a suite of cloud-based solutions that help institutional

investors and consultants conduct pre-investment due

diligence, and monitor their portfolios post-investment. The

eVestment platform also enables asset managers to efficiently

distribute information about their firms and funds to asset

owners and consultants worldwide. The Nasdaq Fund

Network and Nasdaq Data Link are additional platforms in

our suite of investment data analytics offerings and data

management tools. In October 2025, we sold our Solovis

business, a financial technology platform offering portfolio

monitoring and analytics tools. In September 2026, we

acquired Dasseti, Inc., an AI-powered due diligence platform

used by institutional asset allocators and managers across

public and private markets. This business will be integrated

into our analytics business within Workflow & Insights. In

September 2026, we also completed the sale of Nasdaq Fund

Secondaries, a liquidity solution for private fund interests.

Our corporate solutions business serves both public and

private companies and organizations through our Investor

Relations Intelligence 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 and improve corporate

governance.

In August 2026, we completed the sale of Nasdaq Metrio's

platform and customer contracts to a third party and also

commenced an orderly wind-down of our sustainability

advisory business. We expect this wind-down to continue

through 2027.

Financial Technology

The Financial Technology segment comprises our Financial

Crime Management Technology, Regulatory Technology and

Capital Markets Technology businesses.

Financial Crime Management Technology includes our

Nasdaq Verafin solution, a cloud-based platform leveraging

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

institutions detect, investigate, and report money laundering

and financial fraud.

Regulatory Technology comprises our AxiomSL and

surveillance solutions. AxiomSL is a global leader in risk

data management and regulatory reporting solutions for the

financial industry, including banks, broker dealers and asset

managers. Its unique enterprise data management platform

delivers data lineage, risk aggregation, analytics, workflow

automation, reconciliation, validation and audit functionality,

as well as disclosures. AxiomSL’s platform supports

compliance across a wide range of global and local

regulations. Our surveillance solutions are designed for

banks, brokers and other market participants to assist them in

complying with market abuse and integrity rules and

regulations. In addition, we provide regulators and exchanges

with a platform for surveillance.

Capital Markets Technology includes our market technology,

trade management services and Calypso solutions. Our

market technology business is a leading global technology

solutions provider and partner to exchanges, clearing

organizations, central securities depositories, regulators,

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

market technology solutions are utilized by leading markets

in North America, Europe and Asia as well as emerging

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

trade management services provide market participants with

a wide variety of alternatives for connecting to and accessing

our markets for a fee. Our marketplaces may be accessed

through different protocols used for quoting, order entry,

trade reporting and connectivity to various data feeds. We

also provide colocation services to market participants,

whereby we offer firms cabinet space and power to house

their own equipment and servers within our data centers.

Additionally, we offer a number of wireless connectivity

offerings between select data centers using millimeter wave

and microwave technology. Calypso is a leading platform

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

collateral management solutions. The Calypso solution

provides customers with a single platform designed from the

outset to enable consolidation, innovation and growth.

Market Services

Our Market Services segment includes revenues from equity

derivatives trading, cash equity trading, Nordic fixed income

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

exchanges across several asset classes, including derivatives,

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

in certain countries where we operate exchanges, we also

provide clearing, settlement and central depository services.

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

existing open positions in our Nordic power futures business

to a European exchange. See Note 4, “Acquisitions and

Divestitures,” for further discussion. Revenues from this

business are reflected in Other revenues in the Condensed

Consolidated Statements of Income for all periods presented,

and in our Corporate segment for our segment disclosures.

Our transaction-based platforms provide market participants

with the ability to access, process, display and integrate

orders and quotes. The platforms allow the routing and

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

transactions, providing fee-based revenues.

In the third quarter of 2026, we formed Digital Liquidity

Networks, a new organization under our Market Services

segment focused on advancing the company’s leadership in

digital assets and market modernization.

2. BASIS OF PRESENTATION AND PRINCIPLES OF

CONSOLIDATION

The condensed consolidated financial statements are prepared

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

Nasdaq, its wholly-owned subsidiaries and other entities in

which Nasdaq has a controlling financial interest. When we

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

significant influence over the entity’s operating and financial

policies, such investment is accounted for under the equity

method of accounting. We primarily recognize our share of

earnings or losses of an equity method investee based on our

ownership percentage. See “Equity Investments,” of Note 6,

“Investments,” for further discussion of our equity method

investments.

The accompanying condensed consolidated financial

statements reflect all adjustments which are, in the opinion of

management, necessary for a fair statement of the results.

These adjustments are of a normal recurring nature. All

significant intercompany accounts and transactions have been

eliminated in consolidation.

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

financial information can be condensed or omitted in the

interim condensed consolidated financial statements. The

information included in this Quarterly Report on Form 10-Q

should be read in conjunction with the consolidated financial

statements and accompanying notes included in Nasdaq’s

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

from the audited financial statements, but does not include all

disclosures required by U.S. GAAP.

Certain prior year amounts have been reclassified to conform

to the current year presentation.

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

Accounting Estimates

In preparing our condensed consolidated financial statements,

we make assumptions, judgments and estimates that can have

a significant impact on our revenues, operating income and

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

liabilities in our Condensed Consolidated Balance Sheets. At

least quarterly, we evaluate our assumptions, judgments and

estimates, and make changes as deemed necessary.

Subsequent Events

We have evaluated subsequent events through the issuance

date of this Quarterly Report on Form 10-Q. See Note 4,

“Acquisitions and Divestitures,” and Note 11, “Nasdaq

Stockholders’ Equity,” for a discussion of subsequent events.

Accounting Pronouncements Not Yet Adopted

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

“Income Statement—Reporting Comprehensive Income—

Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” This

guidance will require disclosures about specific types of

expenses included in the expense captions presented on the

face of the income statement. The update is effective for

annual periods beginning after December 15, 2026, and

interim periods beginning after December 15, 2027, with

early adoption permitted. Prospective application is

required and retrospective application is permitted. We are

currently evaluating the impact of adopting this ASU on

our income statement disaggregation disclosures. We do

not believe this update will have a material impact on our

consolidated financial statement disclosures.

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

“Intangibles – Goodwill and Other – Internal-Use Software

(Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software.” The new guidance

removes references to various stages of a software

development project to align better with current software

development methods, such as agile programming. Under

the new standard, entities will start capitalizing eligible

costs when (1) management has authorized and committed

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

the project will be completed and the software will be used

to perform the function intended. The update is effective

for interim and annual periods beginning after December

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

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

process projects, or a retrospective basis. We are

evaluating the impact this amended guidance may have on

our consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH

CUSTOMERS

Disaggregation of Revenue

The following tables summarize the disaggregation of

revenue by major product and service and by segment for the

three and nine months ended September 30, 2026 and 2025:


	Three Months Ended September 30,
	2026	2025
	(in millions)
Capital Access Platforms:
Data & Listing Services	$224	$204
Index	286	206
Workflow & Insights	131	124
Financial Technology:
Financial Crime Management Technology	103	84
Regulatory Technology	123	109
Capital Markets Technology	303	264
Market Services, net	309	303
Other revenues	2	21
Revenues less transaction- based expenses	$1,481	$1,315

	Nine Months Ended September 30,
	2026	2025
	(in millions)
Capital Access Platforms
Data & Listing Services	$655	$594
Index	778	595
Workflow & Insights	387	363
Financial Technology
Financial Crime Management Technology	294	241
Regulatory Technology	361	315
Capital Markets Technology	930	796
Market Services, net	965	890
Other revenues	18	63
Revenues less transaction- based expenses	$4,388	$3,857

Substantially all revenues from the Capital Access Platforms

and Financial Technology segments were recognized over

time for the three and nine months ended September 30, 2026

and 2025. Substantially all revenues from our Market

Services segment were recognized at a point in time for the

same periods.

In order to facilitate comparability between periods, we

reclassify revenues related to divestitures or business wind-

downs to Other Revenues in the Condensed Consolidated

Statements of Income for all periods presented. For the three

months ended September 30, 2026, Other revenues related to

our Nasdaq Metrio platform and our sustainability advisory

business that is in the process of being wound down. For the

nine months ended September 30, 2026, Other revenues also

include our Nordic power futures business and Nasdaq Fund

Secondaries. For the three and nine months ended September

30, 2025, Other revenues also included our Solovis business.

See Note 4, “Acquisitions and Divestitures,” for further

discussion.

Contract Balances

Substantially all of our revenues are considered to be

revenues from contracts with customers. The related accounts

receivable balances are recorded in the Condensed

Consolidated Balance Sheets as receivables, which are net of

allowance for doubtful accounts of $11 million as of

September 30, 2026 and December 31, 2025. Changes to the

allowance for doubtful accounts during the nine months

ended September 30, 2026 were not material to our

condensed consolidated financial statements. We do not have

obligations for warranties, returns or refunds to customers.

Deferred revenue represents consideration received that is yet

to be recognized as revenue for unsatisfied performance

obligations and is the only significant contract asset or

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

Revenue,” for our discussion on deferred revenue balances,

activity, and expected timing of recognition.

We do not provide disclosures about the transaction price

allocated to unsatisfied performance obligations if contract

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

transaction price allocated to remaining performance

obligations is included in deferred revenue, and therefore not

included below. For our Financial Crime Management

Technology, Regulatory Technology, Capital Markets

Technology and Workflow & Insights contracts, the portion

of transaction price allocated to unsatisfied performance

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

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

contracts, the recognition is primarily dependent upon the

completion of customization and any significant

modifications made pursuant to existing contracts. To the

extent consideration has been received, unsatisfied

performance obligations would be included in the table below

as well as deferred revenue.

The following table summarizes the amount of the

transaction price allocated to performance obligations that are

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

September 30, 2026:


	Financial Crime Management Technology	Regulatory Technology	Capital Markets Technology	Workflow & Insights	Total
	(in millions)
Remainder of 2026	$97	$96	$110	$50	$353
2027	359	347	362	150	1,218
2028	254	270	298	78	900
2029	138	164	194	36	532
2030	38	106	123	22	289
2031+	9	54	276	—	339
Total	$895	$1,037	$1,363	$336	$3,631

4. ACQUISITIONS AND DIVESTITURES

Acquisitions

In September 2026, we completed the acquisition of Dasseti,

an AI-powered due diligence and monitoring platform for

investment consultants, institutional investors, and asset

managers. Dasseti's capabilities will be integrated into our

analytics business within Workflow & Insights. This

acquisition builds on our pre-existing minority investment in

Dasseti.

In October 2026, we acquired the remaining ownership

interests in LeveL Holdings, LLC, parent of LeveL Markets,

LLC, or LeveL Markets, an institutional alternative trading

system and broker-dealer serving the institutional equity

trading market. Prior to the acquisition, we held a minority

interest in LeveL Markets. Following the transaction, LeveL

Markets became a wholly owned subsidiary of Nasdaq and

will be integrated into Digital Liquidity Networks, a new

organization under our Market Services segment.

Divestitures

In September 2026, we completed the sale of our subsidiary,

Nasdaq Fund Secondaries, to NPM in exchange for

additional equity interests in NPM. Following the transaction,

we continue to maintain a minority interest in NPM. During

August 2026, we completed the sale of Nasdaq Metrio's

platform and customer contracts to a third party. We also

commenced an orderly wind-down of our sustainability

advisory business. We expect this wind-down to continue

through 2027. In October 2025, Nasdaq completed the sale of

our Solovis business. The divestitures discussed above were

previously included in Workflow & Insights within our

Capital Access Platforms segment.

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

Modelling for Catastrophes business previously included in

Capital Markets Technology within our Financial

Technology segment.

In January 2025, we entered into an agreement to transfer

existing open positions in our Nordic power futures business

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

completed and partial consideration was received. Migration

of open positions was completed during the first quarter of

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

costs to sell. This additional consideration was received in

April 2026. We no longer provide commodities clearing and

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

down business operations through the remainder of 2026. In

connection with the successful migration of open positions,

Nasdaq may receive additional consideration in 2027, and is

expected to release regulatory capital in the medium term.

The impact of the transactions described above is net of cost

to sell and is included in net gain (loss) on divestitures in the

Condensed Consolidated Statements of Income.

5. GOODWILL AND ACQUIRED INTANGIBLE

ASSETS

Goodwill

The following table presents the changes in goodwill by

business segment during the nine months ended September

30, 2026:


	(in millions)
Capital Access Platforms
Balance at December 31, 2025	$4,285
Goodwill acquired	70
Foreign currency translation adjustments	(83)
Balance at September 30, 2026	$4,272
Financial Technology
Balance at December 31, 2025	$7,952
Foreign currency translation adjustments	(13)
Balance at September 30, 2026	$7,939
Market Services
Balance at December 31, 2025	$2,134
Foreign currency translation adjustments	(98)
Balance at September 30, 2026	$2,036

Total
Balance at December 31, 2025	$14,371
Goodwill acquired	70
Foreign currency translation adjustments	(194)
Balance at September 30, 2026	$14,247

Goodwill represents the excess of purchase price over the

value assigned to the net assets, including identifiable

intangible assets, of a business acquired. Goodwill is

allocated to our reporting units based on the assignment of

the fair values of each reporting unit of the acquired

company. We test goodwill for impairment at the reporting

unit level annually, or in interim periods if certain events

occur indicating that the carrying amount may be impaired,

such as changes in the business climate, poor indicators of

operating performance or the sale or disposition of a

significant portion of a reporting unit.

There was no impairment of goodwill for the three and nine

months ended September 30, 2026 and 2025; however,

events such as prolonged economic weakness or unexpected

significant declines in operating results of any of our

reporting units or businesses may result in goodwill

impairment charges in the future.

Acquired Intangible Assets

The following table presents details of our total acquired

intangible assets, both finite- and indefinite-lived:


	September 30, 2026	December 31, 2025
Finite-Lived Intangible Assets	(in millions)
Gross Amount:
Technology	$1,222	$1,222
Customer relationships	5,645	5,711
Trade names and other	405	405
Foreign currency translation adjustment	(170)	(163)
Total gross amount	$7,102	$7,175
Accumulated Amortization:
Technology	$(673)	$(531)
Customer relationships	(1,584)	(1,432)
Trade names and other	(68)	(53)
Foreign currency translation adjustment	122	113
Total accumulated amortization	$(2,203)	$(1,903)
Net Amount:
Technology	$549	$691
Customer relationships	4,061	4,279
Trade names and other	337	352
Foreign currency translation adjustment	(48)	(50)
Total finite-lived intangible assets	$4,899	$5,272

Indefinite-Lived Intangible Assets
Exchange and clearing registrations	$1,257	$1,257
Trade names	121	121
Licenses	50	52
Foreign currency translation adjustment	(221)	(191)
Total indefinite-lived intangible assets	$1,207	$1,239
Total intangible assets, net	$6,106	$6,511

In connection with the wind-down of our Nordic power

futures business during the second quarter of 2026, we

recognized a $20 million impairment primarily related to

customer relationships and licenses. There was no other

material impairment of intangible assets for the three and

nine months ended September 30, 2026 and 2025.

The following tables present our amortization expense for

acquired finite-lived intangible assets:


	Three Months Ended September 30,
	2026	2025
	(in millions)
Amortization expense	$121	$122

	Nine Months Ended September 30,
	2026	2025
	(in millions)
Amortization expense	$364	$365

The table below presents the estimated future amortization

expense (excluding the impact of foreign currency translation

adjustments of $48 million as of September 30, 2026) of

acquired finite-lived intangible assets as of September 30,

2026:


	(in millions)
Remainder of 2026	$123
2027	492
2028	459
2029	433
2030	271
2031+	3,169
Total	$4,947

6. INVESTMENTS

The following table presents the details of our investments:


	September 30, 2026	December 31, 2025
	(in millions)
Short-term investments	$151	$28
Corporate debt securities	100	—
Equity investments	787	687

Short-Term Investments

Short-term investments are comprised of trading securities,

primarily highly rated European government debt securities,

of which $134 million as of September 30, 2026 and $18

million as of December 31, 2025, are assets primarily utilized

to meet regulatory capital requirements, mainly for our

clearing operations at Nasdaq Clearing. Capital held for

regulatory purposes is invested to optimize returns while

staying within approved risk tolerances. This active portfolio

management can result in investments with original

maturities of 90 days or less that qualify as cash equivalents

and are included in restricted cash and cash equivalents, or

investments with original maturities greater than 90 days and

less than one year that are classified as short-term

investments in the Condensed Consolidated Balance Sheets.

Corporate Debt Securities

In September 2026, we purchased Series E preferred stock of

Payward, Inc., the parent company of Kraken, a

cryptocurrency platform and digital asset infrastructure

provider, for an aggregate purchase price of $100 million.

Our investment is generally redeemable at cost on the tenth

anniversary of issuance at the option of Payward, Inc or

Nasdaq, subject to applicable law. This investment is

convertible into common stock at our option, in connection

with an initial public offering that meets defined criteria, or at

the issuer’s option in connection with an initial public

offering subject to certain price adjustments. We elected the

fair value option for this investment as we believe carrying it

at fair value and recognizing changes in fair value through

earnings best reflects its underlying economics. Accordingly,

any changes in the fair value will be recognized in other

income (loss) in the Condensed Consolidated Statements of

Income. There was no change in the fair value for the three

and nine months ended September 30, 2026. This investment

is included in other non-current assets in the Condensed

Consolidated Balance Sheets.

Equity Investments

Our strategic equity investments include our equity method

investments, for which we have the ability to exercise

significant influence, but not control, over the investees, as

well as minority investments made through our corporate

venture program in equity securities without readily

determinable fair values and marketable equity securities. As

of September 30, 2026 and December 31, 2025, the carrying

value of our equity method investments is $614 million and

$512 million, respectively, and the carrying value of our

minority equity investments is $173 million and $175

million, respectively. These investments are included in other

non-current assets in the Condensed Consolidated Balance

Sheets.

For 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 September 30, 2026 and 2025, our equity

method investments primarily included our 40.0% equity

interest in OCC. Net income recognized from our equity

interest in the earnings and losses of these equity method

investments was $38 million and $24 million for the three

months ended September 30, 2026 and 2025, respectively,

and $86 million and $73 million for the nine months ended

September 30, 2026 and 2025, respectively, and is included

in net income from unconsolidated investees in the

Condensed Consolidated Statements of Income. No

impairments were recorded for the three and nine months

ended September 30, 2026 and 2025.

The majority of our equity securities as of September 30,

2026 do not have a readily determinable fair value and

therefore we have elected the measurement alternative. We

recognized a net gain from the change in the carrying value

of these equity securities of $17 million for the nine months

ended September 30, 2026, primarily related to an upward

adjustment due to the identification of an observable price

change for a similar investment of an investee. There were no

adjustments to the carrying value of these equity securities

for the three months ended September 30, 2026, and no

material adjustments for the three and nine months ended

September 30, 2025.

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

determinable fair value. Gains and losses from the change in

the fair value of these securities were immaterial for the three

months ended September 30, 2026 and the three and nine

months ended September 30, 2025. Net loss from the change

in the fair value of these securities was $13 million for the

nine months ended September 30, 2026.

Gains and losses from our equity securities without readily

determinable fair values and marketable equity securities are

recognized in other income (loss) in the Condensed

Consolidated Statements of Income.

7. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet

to be recognized as revenue. The changes in our deferred

revenue during the nine months ended September 30, 2026

are reflected in the following table:


	Balance at December 31, 2025	Additions	Revenue Recognized	Adjustments	Balance at September 30, 2026
Capital Access Platforms:			(in millions)
Initial Listings	$96	$37	$(30)	$(1)	$102
Annual Listings	3	102	(2)	(1)	102
Workflow & Insights	199	179	(173)	2	207
Other	24	11	(10)	(1)	24
Financial Technology:
Financial Crime Management Technology	189	166	(167)	—	188
Regulatory Technology	166	138	(145)	—	159
Capital Markets Technology	196	76	(141)	(3)	128
Total	$873	$709	$(668)	$(4)	$910

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 September 30, 2026, we estimate that our deferred

revenue will be recognized in the following years:


Fiscal year ended:	2026	2027	2028	2029	2030	2031+	Total
Capital Access Platforms:			(in millions)
Initial Listings	$11	$36	$24	$15	$10	$6	$102
Annual Listings	102	—	—	—	—	—	102
Workflow & Insights	95	112	—	—	—	—	207
Other	6	9	5	3	1	—	24
Financial Technology:
Financial Crime Management Technology	84	100	3	1	—	—	188
Regulatory Technology	67	90	1	1	—	—	159
Capital Markets Technology	63	59	4	2	—	—	128
Total	$428	$406	$37	$22	$11	$6	$910

In the preceding table, 2026 represents the remaining three

months of 2026.

Deferred revenue that will be recognized beyond September

30, 2027 is included in other non-current liabilities in the

Condensed Consolidated Balance Sheets. The timing of

recognition of deferred revenue related to certain contracts

represents our best estimates as the recognition is primarily

dependent upon the completion of customization and any

significant modifications made pursuant to existing contracts.

8. DEBT OBLIGATIONS

The following table presents the changes in the carrying

amounts of our debt obligations during the nine months

ended September 30, 2026:


	December 31, 2025	Additions	Payments, Foreign Currency Translation and Accretion	September 30, 2026
Short-term debt:	(in millions)
Commercial paper	$—	$1,346	$(1,077)	$269
2026 Notes	431	—	(431)	—
Total short-term debt	$431	$1,346	$(1,508)	$269
Long-term debt - senior unsecured notes:
2028 Notes	793	—	1	794
2029 Notes	702	—	(24)	678
2030 Notes	702	—	(25)	677
2031 Notes	646	—	1	647
2032 Notes	874	—	(30)	844
2033 Notes	719	—	(25)	694
2034 Notes	1,122	—	1	1,123
2040 Notes	645	—	—	645
2050 Notes	488	—	—	488
2052 Notes	407	—	—	407
2053 Notes	739	—	—	739
2063 Notes	738	—	1	739
2026 Revolving Credit Facility	(2)	(3)	1	(4)
Total long-term debt	$8,573	$(3)	$(99)	$8,471
Total debt obligations	$9,004	$1,343	$(1,607)	$8,740

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

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

the carrying 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 $7 million for the nine months ended

September 30, 2026. Our Euro Notes are adjusted for the

impact of foreign currency translation. Our senior unsecured

notes are general unsecured obligations which rank equally

with all of our existing and future unsubordinated obligations

and are not guaranteed by any of our subsidiaries. The senior

unsecured notes were issued under indentures that, among

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

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

sale and leaseback transactions. The senior unsecured notes

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

whole amount.

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

various supplemental indentures governing the applicable

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

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

principal amount purchased plus accrued and unpaid interest,

if any.

The Euro Notes pay interest annually. All other notes pay

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

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

extent Nasdaq is downgraded below investment grade, up to

an upward rate adjustment not to exceed 2%.

Net Investment Hedge

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

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in foreign currency translation gains

(losses) within accumulated other comprehensive loss in the

Condensed Consolidated Balance Sheets. For the nine

months ended September 30, 2026, the impact of translation

decreased the U.S. dollar value of our Euro Notes by $106

million.

Credit Facilities

2026 Revolving Credit Facility

In June 2026, we amended and restated our existing $1.25

billion five-year revolving credit facility, with a new maturity

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

to $1.50 billion. We intend to use funds available under the

2026 Revolving Credit Facility for general corporate

purposes and to provide liquidity to support our commercial

paper program. We are permitted to repay borrowings under

our 2026 Revolving Credit Facility at any time in whole or in

part, without penalty.

As of September 30, 2026, no amounts were outstanding on

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

represents unamortized debt issuance costs which are being

amortized through interest expense over the life of the credit

facility.

Borrowings under the revolving credit facility and swingline

borrowings bear interest on the principal amount outstanding

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

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

Revolving Credit Facility agreement), or other applicable rate

with respect to non-dollar borrowings, plus an applicable

margin that varies with our debt rating. We are charged

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

credit rating, on undrawn amounts. These commitment fees

are included in interest expense and were not material for the

three and nine months ended September 30, 2026 and 2025.

The 2026 Revolving Credit Facility contains financial and

operating covenants. Financial covenants include a maximum

leverage ratio. Operating covenants include, among other

things, limitations on our ability to incur additional

indebtedness, grant liens on assets, dispose of assets and

make certain restricted payments. The facility also contains

customary affirmative covenants, including access to

financial statements, notice of defaults and certain other

material events, maintenance of properties and insurance, and

customary events of default, including cross-defaults to our

material indebtedness.

The 2026 Revolving Credit Facility includes an option for

Nasdaq to increase the available aggregate amount by up to

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

increase and certain other conditions.

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

we may utilize at various times to support liquidity needs.

This program is supported by our 2026 Revolving Credit

Facility. The effective interest rate of commercial paper

issuances fluctuates as short-term interest rates and demand

fluctuate. These fluctuations may impact our interest

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

outstanding under our commercial paper program and no

outstanding balance as of December 31, 2025.

Other Credit Facilities

Certain of our European subsidiaries have several other credit

facilities, which are available in multiple currencies,

primarily to support our Nasdaq Clearing operations in

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

credit facilities, in aggregate, totaled $192 million as of

September 30, 2026 and $208 million as of December 31,

2025 in available liquidity, none of which was utilized.

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

renew automatically. The amounts borrowed under these

various credit facilities bear interest on the principal amount

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

defined in the applicable credit agreement), plus an

applicable margin. We are charged commitment fees (as

defined in the applicable credit agreement), whether or not

amounts have been borrowed. These commitment fees are

included in interest expense and were not material for the

three and nine months ended September 30, 2026 and 2025.

These facilities include customary affirmative and negative

operating covenants and events of default.

Debt Covenants

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

covenants of all of our debt obligations.

9. RETIREMENT PLANS

Defined Contribution Savings Plan

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

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

immediately eligible to make contributions to the plan and

are also eligible for an employer contribution match at an

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

employee contributions. The following table presents the

savings plan expense for the three and nine months ended

September 30, 2026 and 2025, which is included in

compensation and benefits expense in the Condensed

Consolidated Statements of Income:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
	(in millions)
Savings Plan expense	$5	$5	$16	$16

Pension, SERP and Other Post-Retirement Benefit Plans

We maintain nonqualified SERPs for certain senior

executives and other post-retirement benefit plans for eligible

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

covered by local retirement plans or by applicable social

laws. Benefits under social laws are generally expensed in the

periods in which the costs are incurred.

The total expense for these plans is included in compensation

and benefits expense in the Condensed Consolidated

Statements of Income:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
	(in millions)
Retirement Plans expense	$10	$9	$31	$28

Nonqualified Deferred Compensation Plan

We maintain a non-qualified deferred compensation plan for

senior executives that provides certain eligible employees

with the opportunity to defer a portion of their annual salary

and bonus up to certain approval limits. The plan is funded

through corporate-owned life insurance. The cash surrender

value, or CSV, of these policies is included in other non-

current assets in the Condensed Consolidated Balance Sheets

and the related deferred compensation obligations are

recorded within other non-current liabilities in the Condensed

Consolidated Balance Sheets. Gains and losses on the CSV

are recorded in Other (income) loss in the Condensed

Consolidated Statements of Income. The related change in

the deferred compensation liability is included in

compensation and benefits expense in the Condensed

Consolidated Statements of Income. The impact of these

items materially offset each other.

10. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees

and non-employee directors. Share-based awards granted

under this program include restricted stock (consisting of

restricted stock units), PSUs and stock options. For

accounting purposes, we consider PSUs to be a form of

restricted stock. Annual employee awards are generally

granted on or about April 1st of each year.

Summary of Share-Based Compensation Expense

The following table presents the total share-based

compensation expense resulting from equity awards and the

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

ended September 30, 2026 and 2025, which is primarily

included in compensation and benefits expense in the

Condensed Consolidated Statements of Income:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
	(in millions)
Share-based compensation expense before income taxes	$47	$41	$134	$122

Common Shares Available Under Our Equity Plan

As of September 30, 2026, we had approximately 20.1

million shares of common stock authorized for future

issuance under our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date

fair value of restricted stock units awarded is 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 nine months ended September 30, 2026:


	Restricted Stock
	Number of Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2025	3,920,464	$64.06
Granted	1,456,954	82.58
Vested	(1,306,736)	59.11
Forfeited	(198,074)	70.63
Unvested at September 30, 2026	3,872,608	$72.37

As of September 30, 2026, $169 million of total

unrecognized compensation cost related to restricted stock is

expected to be recognized over a weighted-average period of

2.3 years.

PSUs

We grant three-year PSUs to certain eligible employees.

PSUs are based on performance measures that impact the

amount of shares that each PSU eligible individual receives,

subject to the satisfaction of applicable market performance

conditions, with a three-year cumulative performance period

that vest at the end of the performance period and which

settle in shares of our common stock. Compensation cost is

recognized over the three-year performance period, taking

into account an estimated forfeiture rate, regardless of

whether the market condition is satisfied, provided that the

requisite service period has been completed. Performance

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

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

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

exchanges, as well as data, financial technology and banking

companies, and the second peer group consists of all

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

ranking against each of these groups will determine the final

number of shares delivered to each individual under the

program. The award issuance under this program will be

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

and will be determined by Nasdaq’s overall performance

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

negative for the three-year performance period, regardless of

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

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

PSUs granted under the three-year PSU program using the

Monte Carlo simulation model, as these awards contain a

market condition.

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

performance period exceeded the applicable performance

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

original target amount were issued in the first quarter of 2026

and were fully vested upon issuance.

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

period to certain eligible executives at the senior vice

president level and above. These PSUs were based on

performance measures relating to the implementation of

certain integration actions in connection with the Adenza

acquisition. Achievement of the targets impacted the amount

of shares that each PSU eligible individual was entitled to

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

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

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

the PSUs under this program were eligible to receive between

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

performance period for these PSUs has ended and exceeded

the applicable performance metrics, and resulted in the

issuance of an additional 87,460 shares for overachievement.

These shares were issued 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 nine months ended September 30, 2026 and 2025:


Year of grant date	2026	2025
Weighted-average risk-free interest rate	3.80%	3.82%
Expected volatility	22.57%	23.27%
Weighted-average grant date share price	$85.24	$76.10
Weighted-average fair value at grant date	$100.20	$92.57

The following table summarizes our PSU activity for the nine

months ended September 30, 2026:


	PSUs
	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2025	2,378,130	$74.91
Granted	1,021,588	92.19
Vested	(778,716)	52.72
Forfeited	(19,640)	90.39
Unvested at September 30, 2026	2,601,362	$87.13

As of September 30, 2026, the total unrecognized

compensation cost related to the outstanding PSU awards is

$103 million and is expected to be recognized over a

weighted-average period of 1.2 years.

Stock Options

There were no stock option awards granted for the nine

months ended September 30, 2026. There were no stock

options exercised for the three months ended September 30,

2026. We received net cash proceeds of $18 million from the

exercise of 806,451 stock options for the nine months ended

September 30, 2026.

A summary of our outstanding stock options at September

30, 2026 is as follows:


	Number of Stock Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2025	1,420,323	$41.79
Exercised	(806,451)	22.23
Outstanding at September 30, 2026	613,872	$67.49	5.3	$15

As of September 30, 2026, the aggregate pre-tax intrinsic

value represents the difference between our closing stock

price on September 30, 2026 of $92.01 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

September 30, 2026, no outstanding stock options were

exercisable.

ESPP

We have an ESPP under which approximately 9.6 million

shares of our common stock were available for future

issuance as of September 30, 2026. Under our ESPP,

employees may purchase shares having a value not exceeding

10.0% of their annual compensation, subject to applicable

annual Internal Revenue Service limitations. We record

compensation expense related to the 15.0% discount that is

given to our employees.

11. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of September 30, 2026, 900,000,000 shares of our

common stock were authorized, 583,979,697 shares were

issued and 558,441,448 shares were outstanding. As of

December 31, 2025, 900,000,000 shares of our common

stock were authorized, 594,620,320 shares were issued and

569,894,024 shares were outstanding. The holders of

common stock are entitled to one vote per share, except that

our certificate of incorporation limits the ability of any

shareholder to vote in excess of 5.0% of the then-outstanding

shares of Nasdaq common stock.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost

method with the shares of stock repurchased reflected as a

reduction to Nasdaq stockholders’ equity and included in

common stock in treasury, at cost in the Condensed

Consolidated Balance Sheets. Shares repurchased under our

share repurchase program are currently retired and canceled

and are therefore not included in the common stock in

treasury balance. If treasury shares are reissued, they are

recorded at the average cost of the treasury shares acquired.

We held 25,538,249 shares of common stock in treasury as of

September 30, 2026 and 24,726,296 shares as of December

31, 2025, most of which are related to shares of our common

stock withheld for the settlement of employee tax

withholding obligations arising from the vesting of restricted

stock and PSUs.

Share Repurchase Program

In February 2026, our board of directors authorized an

increase to our share repurchase program, bringing the

aggregate authorized amount to $3.0 billion. As of September

30, 2026, the remaining aggregate authorized amount under

the existing share repurchase program was $2.2 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 nine months ended

September 30, 2026:


	Nine Months Ended September 30, 2026
Number of shares of common stock repurchased	13,960,673
Average price paid per share	$87.82
Total purchase price (in millions)	$1,226

The table above excludes an aggregate of 811,953 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

Condensed Consolidated Statements of Cash Flows for the

nine months ended September 30, 2026 exclude $10 million

of accrued excise tax that had not been paid as of September

30, 2026. The table above includes shares repurchased related

to ASR agreements settled in the nine months ended

September 30, 2026 described below.

In January 2026, we entered into a variable notional ASR

agreement and paid an upfront maximum of $300 million in

exchange for an initial delivery of shares of common stock.

Upon final settlement in February 2026, we received the

remaining shares for a total of 3,142,730 shares plus $15

million cash reflecting the difference between the

prepayment and final notional amount.

In July 2026, we entered into a variable notional ASR

agreement and paid an upfront maximum of $250 million in

exchange for an initial delivery of shares of common stock.

Upon final settlement in September 2026, we received the

remaining shares for a total of 2,175,752 shares plus $48

million cash reflecting the difference between the

prepayment and final notional amount.

In October 2026, we entered into a variable notional ASR

agreement, for which we paid the maximum notional amount

of $385 million to a third-party financial institution in

exchange for an initial delivery of shares of common stock.

The final notional amount is subject to a minimum and

maximum and will depend on the price of our shares of

common stock during the term of the ASR. The final

settlement of the ASR agreement is expected to be completed

in the fourth quarter of 2026.

Under ASR agreements, we make payments to our

counterparties and receive an initial delivery of shares of

common stock. The final number of shares to be repurchased

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

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

discount and subject to adjustments pursuant to the terms of

the ASR agreement. At settlement, our counterparty may be

required to deliver additional shares of common stock to us

or, under certain circumstances, we may be required to

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

cash payment to our counterparty. Receiving our shares of

common stock, during initial delivery and the final receipt of

shares upon settlement of the ASR agreements, results in an

immediate reduction of the outstanding shares used to

calculate the weighted-average common shares outstanding

for basic and diluted earnings per share.

Preferred Stock

Our certificate of incorporation authorizes the issuance of

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

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

September 30, 2026 and December 31, 2025, no shares of

preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the nine months ended September 30, 2026, our board

of directors declared and paid the following cash dividends:


Declaration Date	Dividend Per Common Share	Record Date		Total Amount Paid	Payment Date
			(in millions)
January 28, 2026	$0.27	March 16, 2026		$153	March 30, 2026
April 23, 2026	0.31	June 12, 2026		174	June 26, 2026
July 22, 2026	0.31	September 11, 2026		173	September 25, 2026
				$500

The total amount paid of $500 million was recorded in

retained earnings in the Condensed Consolidated Balance

Sheets at September 30, 2026.

In October 2026, the board of directors approved a regular

quarterly cash dividend of $0.31 per share on our outstanding

common stock. The dividend is payable on December 18,

2026 to shareholders of record at the close of business on

December 4, 2026. The estimated aggregate payment of this

dividend is $173 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.

12. EARNINGS PER SHARE

The following tables set forth the computation of basic and

diluted earnings per share:


	Three Months Ended September 30,
	2026	2025
Numerator:	(in millions, except share and per share amounts)
Net income attributable to common shareholders	$540	$423
Denominator:
Weighted-average common shares outstanding for basic earnings per share	558,930,776	573,286,343
Weighted-average effect of dilutive securities - Employee equity awards	4,382,745	5,691,159
Weighted-average common shares outstanding for diluted earnings per share	563,313,521	578,977,502
Basic and diluted earnings per share:
Basic earnings per share	$0.97	$0.74
Diluted earnings per share	$0.96	$0.73

	Nine Months Ended September 30,
	2026	2025
Numerator:	(in millions, except share and per share amounts)
Net income attributable to common shareholders	$1,566	$1,270
Denominator:
Weighted-average common shares outstanding for basic earnings per share	563,274,845	574,128,432
Weighted-average effect of dilutive securities - Employee equity awards	4,299,644	5,178,964
Weighted-average common shares outstanding for diluted earnings per share	567,574,489	579,307,396
Basic and diluted earnings per share:
Basic earnings per share	$2.78	$2.21
Diluted earnings per share	$2.76	$2.19

In the tables above, employee equity awards from our PSU

program, which are considered contingently issuable, are

included in the computation of dilutive earnings per share on

a weighted average basis when management determines that

the applicable performance criteria would have been met if

the performance period ended as of the date of the relevant

computation.

Securities whose antidilutive effect were immaterial were not

included in the computation of diluted earnings per share for

the three and nine months ended September 30, 2026 and

2025.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present substantially all of our financial

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

of September 30, 2026 and December 31, 2025.


	September 30, 2026
	Total	Level 1	Level 2	Level 3
	(in millions)
European government debt securities	$151	$151	$—	$—
Total short-term investments	$151	$151	$—	$—

Corporate debt securities	100	—	—	100
Equity securities	10	10	—	—
Total assets at fair value	$261	$161	$—	$100
	December 31, 2025
	Total	Level 1	Level 2	Level 3
	(in millions)
European government debt securities	$28	$28	$—	$—
Total short-term investments	$28	$28	$—	$—
Equity securities	25	25	—	—
Total assets at fair value	$53	$53	$—	$—

Corporate Debt Securities

In September 2026, we purchased preferred stock of

Payward, Inc. for an aggregate purchase price of

$100 million. See “Corporate Debt Securities,” of Note 6,

“Investments,” for further discussion. We have elected the

fair value option for this investment, and it is included in

other non-current assets in the Condensed Consolidated

Balance Sheets. Accordingly, any changes in the fair value

will be recognized in other income (loss) in the Condensed

Consolidated Statements of Income. There was no change in

the fair value for this investment as it was purchased in

September 2026. This investment is classified within Level 3

of the fair value hierarchy.

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 use these foreign

exchange forward contracts as net investment hedges of

certain foreign subsidiaries, with changes in fair value

recorded in accumulated other comprehensive income in the

Condensed Consolidated Balance Sheets, and as cash flow

hedges of certain foreign currency-denominated revenues and

expenses, with fair value changes initially recorded in

accumulated other comprehensive income. For our cash flow

hedges, when the forecasted transaction affects earnings, or

in the event the underlying forecasted transaction does not

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

reclassify the related gain or loss to revenue or operating

expenses, as applicable.

We also use foreign exchange forward contracts as economic

hedges of foreign currency-denominated assets and liabilities

that are not designated as hedging instruments. The fair value

changes of these contracts are recorded in general,

administrative and other expenses in the Condensed

Consolidated Statements of Income, together with the re-

measurement gain or loss from the hedged balance sheet

position.

All derivative contracts are measured at fair value using

Level 2 inputs based on observable foreign currency

exchange rates and interest rates, and recorded under other

current and other non-current assets and other current and

other non-current liabilities in the Condensed Consolidated

Balance Sheets. As of September 30, 2026 and December 31,

2025, the fair value of these contracts was not material and

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

derivative instruments for trading or speculative purposes.

Financial Instruments Not Measured at Fair Value on a

Recurring Basis

Some of our financial instruments are not measured at fair

value on a recurring basis but are recorded at amounts that

approximate fair value due to their liquid or short-term

nature. Such financial assets and financial liabilities include:

cash and cash equivalents, restricted cash and cash

equivalents, receivables, net, certain other current assets,

accounts payable and accrued expenses, Section 31 fees

payable to SEC, accrued personnel costs and certain other

current liabilities.

We also consider our debt obligations to be financial

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

outstanding debt obligations were fixed-rate obligations. We

are exposed to changes in interest rates on amounts

outstanding from the sale of commercial paper under our

commercial paper program. We may also be exposed to

changes in interest rates as a result of borrowings under our

2026 Revolving Credit Facility, as the interest rates on this

facility have a variable rate depending on the maturity of the

borrowing and the implied underlying reference rate. The fair

value of our remaining debt obligations utilizing prevailing

market rates for our fixed rate debt was $7.8 billion as of

September 30, 2026 and $8.6 billion as of December 31,

2025. The discounted cash flow analyses are based on

borrowing rates currently available to us for debt with similar

terms and maturities. Our commercial paper and our fixed

rate and floating rate debt are categorized as Level 2 in the

fair value hierarchy.

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

“Debt Obligations.”

Assets Measured at Fair Value on a Non-Recurring Basis

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. These investments are measured at fair value on a

non-recurring basis, if they are deemed to be impaired. Our

investments in equity securities without readily determinable

fair values are also adjusted, on a non-recurring basis, upon

observable price changes in orderly transactions for identical

or similar investments of the same issuer.

See “Equity Investments,” of Note 6, “Investments,” for

further discussion.

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

September 30, 2026 and December 31, 2025, there were no

non-financial assets measured at fair value on a non-recurring

basis.

14. CLEARING OPERATIONS

Nasdaq Clearing

Nasdaq Clearing is authorized and supervised under EMIR as

a multi-asset clearinghouse by the SFSA. Such authorization

is effective for all member states of the European Union and

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

Economic Area, including Norway. The clearinghouse acts as

the CCP for exchange and OTC trades in equity derivatives

and fixed income derivatives. Historically, we also acted as

the CCP for power derivatives and emissions allowance

derivatives. All open interest relating to these products was

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

“Acquisitions and Divestitures,” for further discussion of this

transaction.

Through our clearing operations in the financial markets,

which includes the resale and repurchase market, Nasdaq

Clearing is the legal counterparty for, and guarantees the

fulfillment of, each contract cleared. These contracts are not

used by Nasdaq Clearing for the purpose of trading on its

own behalf. As the legal counterparty of each transaction,

Nasdaq Clearing bears the counterparty risk between the

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

Nasdaq Clearing has precisely equal and offsetting claims to

and from clearing members on opposite sides of each

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

accordance with the rules and regulations of Nasdaq

Clearing, default fund and margin collateral requirements are

calculated for each clearing member’s positions in accounts

with the CCP. See “Default Fund Contributions and Margin

Deposits” below for further discussion of Nasdaq Clearing’s

default fund and margin requirements.

Nasdaq Clearing maintains a member sponsored default fund

related to financial markets. Under this structure, Nasdaq

Clearing and its clearing members must contribute to the total

regulatory capital related to the clearing operations of Nasdaq

Clearing. See “Default Fund Contributions” below for further

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

assessment and a liability waterfall have also been

implemented to further align risk between Nasdaq Clearing

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

“Liability Waterfall” below for further discussion.

Default Fund Contributions and Margin Deposits

As of September 30, 2026, clearing member default fund

contributions and margin deposits were as follows:


	September 30, 2026
	Cash Contributions	Non-Cash Contributions	Total Contributions
	(in millions)
Default fund contributions	$319	$98	$417
Margin deposits	2,211	5,692	7,903
Total	$2,530	$5,790	$8,320

Our clearinghouse holds material amounts of clearing

member cash deposits which are held or invested primarily to

provide security of capital while minimizing credit, market

and liquidity risks. While we seek to achieve a reasonable

rate of return, we are primarily concerned with preservation

of capital and managing the risks associated with these

deposits.

Clearing member cash contributions are maintained in

demand deposits held at central banks and large, highly rated

financial institutions or secured through direct investments,

primarily central bank certificates and highly rated European

government debt securities with original maturities primarily

one year or less, reverse repurchase agreements and

multilateral development bank debt securities. Investments in

reverse repurchase agreements range in maturity from 1 to 7

days and are secured with highly rated government securities

and multilateral development banks. The carrying value of

these securities approximates their fair value due to the short-

term nature of the instruments and reverse repurchase

agreements.

Nasdaq Clearing has invested the total cash contributions of

$2,530 million as of September 30, 2026 and $5,842 million

as of December 31, 2025, in accordance with its investment

policy as follows:


	September 30, 2026	December 31, 2025
	(in millions)
Demand deposits	$715	$3,011
Central bank certificates	40	109
Restricted cash and cash equivalents	$755	$3,120
European government debt securities	417	292
Reverse repurchase agreements	1,311	2,245
Multilateral development bank debt securities	47	185
Investments	$1,775	$2,722
Total	$2,530	$5,842

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

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

power futures business and includes an unfavorable impact

from currency translation adjustments of $80 million for

restricted cash and cash equivalents and $167 million for

investments.

For the nine months ended September 30, 2026 and 2025,

investments related to default funds and margin deposits, net

includes purchases of investment securities of $101,721

million and $70,866 million, respectively, and proceeds from

sales and redemptions of investment securities of $102,501

million and $70,447 million, respectively.

In the investment activity related to default fund and margin

contributions, we are exposed to counterparty risk related to

reverse repurchase agreement transactions, which reflect the

risk that the counterparty might become insolvent and, thus,

fail to meet its obligations to Nasdaq Clearing. We mitigate

this risk by only engaging in transactions with high credit

quality reverse repurchase agreement counterparties and by

limiting the acceptable collateral under the reverse

repurchase agreement to high quality issuers, primarily

government securities and other securities explicitly

guaranteed by a government. The value of the underlying

security is monitored during the lifetime of the contract, and

in the event the market value of the underlying security falls

below the reverse repurchase amount, our clearinghouse may

require additional collateral or a reset of the contract.

Default Fund Contributions

Required contributions to the default fund are proportional to

the exposures of each clearing member. Clearing members’

eligible contributions may include cash and non-cash

contributions. Cash contributions received are maintained in

demand deposits held at central banks and large, highly rated

financial institutions or invested by Nasdaq Clearing, in

accordance with its investment policy, either in central bank

certificates, highly rated government debt securities, reverse

repurchase agreements with highly rated government debt

securities as collateral, or multilateral development bank debt

securities. Nasdaq Clearing maintains and manages all cash

deposits related to margin collateral. All risks and rewards of

collateral ownership, including interest, belong to Nasdaq

Clearing. Clearing members’ cash contributions are included

in default funds and margin deposits in the Condensed

Consolidated Balance Sheets as both a current asset and a

current liability. Non-cash contributions include highly rated

government debt securities that must meet specific criteria

approved by Nasdaq Clearing. Non-cash contributions are

pledged assets that are not recorded in the Condensed

Consolidated Balance Sheets as Nasdaq Clearing does not

take legal ownership of these assets and the risks and rewards

remain with the clearing members. These balances may

fluctuate over time due to changes in the amount of deposits

required and whether members choose to provide cash or

non-cash contributions.

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 September 30, 2026, Nasdaq Clearing committed

capital totaling $104 million to the liability waterfall and

overall regulatory capital, in the form of government debt

securities, which are recorded as short-term investments in

the Condensed Consolidated Balance Sheets. The combined

regulatory capital of the clearing members and Nasdaq

Clearing is intended to secure the obligations of a clearing

member exceeding such member’s own margin and default

fund deposits and may be used to cover losses sustained by a

clearing member in the event of a default.

Margin Deposits

Nasdaq Clearing requires all clearing members to provide

collateral, which may consist of cash and non-cash

contributions, to guarantee performance on the clearing

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

clearing members must also provide collateral to cover the

daily margin call if needed. See “Default Fund

Contributions” above for further discussion of cash and non-

cash contributions.

Similar to default fund contributions, Nasdaq Clearing

maintains and manages all cash deposits related to margin

collateral. All risks and rewards of collateral ownership,

including interest, belong to Nasdaq Clearing and are

recorded in revenues. These cash deposits are recorded in

default funds and margin deposits in the Condensed

Consolidated Balance Sheets as both a current asset and a

current liability. Pledged margin collateral is not recorded in

the Condensed Consolidated Balance Sheets as all risks and

rewards of collateral ownership, including interest, belong to

the counterparty.

Nasdaq Clearing marks to market all outstanding contracts

and requires payment from clearing members whose

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

performed multiple times on a daily basis helps to identify

any clearing members that may not be able to satisfy their

financial obligations in a timely manner allowing Nasdaq

Clearing the ability to mitigate the risk of a clearing member

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

default, Nasdaq Clearing can access the defaulting member’s

margin and default fund deposits to cover the defaulting

member’s losses.

Regulatory Capital and Risk Management Calculations

Nasdaq Clearing manages risk through a comprehensive

counterparty risk management framework, which comprises

policies, procedures, standards and financial resources. The

level of regulatory capital is determined in accordance with

Nasdaq Clearing’s regulatory capital and default fund policy,

as approved by the SFSA. Regulatory capital calculations are

continuously updated through a proprietary capital-at-risk

calculation model that establishes the appropriate level of

capital.

As mentioned above, Nasdaq Clearing is the legal

counterparty for each contract cleared and thereby guarantees

the fulfillment of each contract. Nasdaq Clearing accounts for

this guarantee as a performance guarantee. We determine the

fair value of the performance guarantee by considering daily

settlement of contracts and other margining and default fund

requirements, the risk management program, historical

evidence of default payments, and the estimated probability

of potential default payouts. The calculation is determined

using proprietary risk management software that simulates

gains and losses based on historical market prices, extreme

but plausible market scenarios, volatility and other factors

present at that point in time for those particular unsettled

contracts. Based on this analysis the estimated liability was

nominal and no liability was recorded as of September 30,

2026.

Power of Assessment

To further strengthen the contingent financial resources of the

clearinghouse, Nasdaq Clearing has power of assessment that

provides the ability to collect additional funds from its

clearing members to cover a defaulting member’s remaining

obligations up to the limits established under the terms of the

clearinghouse rules. The power of assessment corresponds to

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

financial default fund.

Liability Waterfall

The liability waterfall is the priority order in which the

capital resources would be utilized in the event of a default

where the defaulting clearing member’s collateral and default

fund contribution would not be sufficient to cover the cost to

settle its portfolio. If a default occurs and the defaulting

clearing member’s collateral, including cash deposits and

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

following amount and order:

•junior capital contributed by Nasdaq Clearing, which

totaled $16 million as of September 30, 2026;

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

is contributed to by clearing members and only applies if

the defaulting member’s portfolio includes interest rate

swap products;

•the default fund which includes capital contributions of the

clearing members on a pro-rata basis; and

•senior capital contributed by Nasdaq Clearing, calculated

in accordance with clearinghouse rules, which totaled $16

million as of September 30, 2026.

If additional funds are needed after utilization of the liability

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

needs to be replenished, then Nasdaq Clearing will utilize its

power of assessment and additional capital contributions will

be required by non-defaulting members up to the limits

established under the terms of the clearinghouse rules.

In addition to the capital held to withstand counterparty

defaults described above, Nasdaq Clearing also has

committed capital of $72 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:


	September 30, 2026
	(in millions)
Fixed-income swaps and forwards	$961
Stock options and forwards	374
Index options and forwards	172
Total	$1,507

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 nine

months ended September 30, 2026 and 2025:


	Nine Months Ended September 30,
	2026	2025
Commodity futures and forwards	59,986	191,088
Fixed-income swaps, futures and forwards	14,674,211	14,269,081
Stock options, futures and forwards	19,598,045	17,875,224
Index options, futures and forwards	21,983,458	23,362,390
Total	56,315,700	55,697,783

Resale and Repurchase Agreements Contracts

Outstanding and Cleared

The outstanding contract value of resale and repurchase

agreements was $1.2 billion as of September 30, 2026. The

total number of resale and repurchase agreements contracts

cleared was 2,037,195 and 2,812,945 for the nine months

ended September 30, 2026 and 2025, respectively.

15. LEASES

We have operating leases, which are primarily real estate

leases, predominantly for our U.S. and European

headquarters, data centers and for general office space. The

following table provides supplemental balance sheet

information related to Nasdaq’s operating leases:


	Balance Sheet Classification	September 30, 2026	December 31, 2025
Assets:		(in millions)
Operating lease assets	Operating lease assets	$481	$447

Liabilities:
Current lease liabilities	Other current liabilities	$79	$60
Non- current lease liabilities	Operating lease liabilities	476	462
Total lease liabilities		$555	$522

The following table summarizes Nasdaq’s lease cost:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
	(in millions)
Operating lease cost	$24	$21	$70	$60
Variable lease cost	11	12	35	31
Sublease income	(1)	(1)	(2)	(1)
Total lease cost	$34	$32	$103	$90

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

lease costs, which were immaterial.

The following table reconciles the undiscounted cash flows

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

operating lease liabilities recorded in the Condensed

Consolidated Balance Sheets.


		September 30, 2026
		(in millions)
Remainder of 2026		$25
2027		98
2028		96
2029		90
2030		84
2031+		255
Total lease payments		$648
Less: interest		(93)
Present value of lease liabilities		$555

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 $79 million.

Lease payments in the table above exclude $34 million of

legally binding minimum lease payments for leases signed

but not yet commenced primarily related to data center

expansion.

The following table provides information related to Nasdaq’s

lease term and discount rate:


		September 30, 2026
Weighted-average remaining lease term (in years)		7.4

Weighted-average discount rate		4.3%

The following table provides supplemental cash flow

information related to Nasdaq’s operating leases:


	Nine Months Ended September 30,
	2026	2025
	(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities	$70	$59

Lease assets obtained in exchange for operating lease liabilities	$92	$107

Lease assets obtained in exchange for operating lease

liabilities primarily relate to expansion and renewals of data

center leases for the nine months ended September 30, 2026

and 2025. For the nine months ended September 30, 2025, it

also related to a new lease signed for our European

headquarters.

16. INCOME TAXES

Income Tax Provision

The following tables present our income tax provision and

effective tax rate:


	Three Months Ended September 30,
	2026	2025
	(in millions)
Income tax provision	$162	$106
Effective tax rate	22.9%	20.0%

	Nine Months Ended September 30,
	2026	2025
	(in millions)
Income tax provision	$466	$296
Effective tax rate	22.9%	18.9%

The higher effective tax rate for the three months ended

September 30, 2026, as compared to the prior year period,

was primarily due to higher energy-related tax credits

recognized in the prior-year period. The higher effective tax

rate for the nine months ended September 30, 2026, as

compared to the prior year period, was primarily due to the

impact of a favorable audit settlement and a tax benefit

related to payments made to former Adenza employees, both

recognized in the prior-year period.

The effective tax rate may vary from period to period

depending on, among other factors, the geographic and

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

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

into account in assessing the ability to realize deferred tax

assets.

Tax Audits

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

federal income tax return, applicable state and local income

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

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

authorities. Our federal income tax return is under

examination by the Internal Revenue Service for the years

2021 through 2025. Several state tax returns are currently

under examination by the respective tax authorities for the

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

examination by the respective tax authorities for the years

2020 through 2025.

We regularly assess the likelihood of additional assessments

by each jurisdiction and have established tax reserves that we

believe are adequate in relation to the potential for additional

assessments. Examination outcomes and the timing of

examination settlements are subject to uncertainty. Although

the results of such examinations may have an impact on our

unrecognized tax benefits, we do not anticipate that such

impact will be material to our condensed consolidated

financial position or results of operations, but may be

material to our operating results for a particular period and

the effective tax rate for that period.

17. COMMITMENTS, CONTINGENCIES AND

GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin

collateral pledged by clearing members discussed in Note 14,

“Clearing Operations,” we have obtained financial guarantees

and credit facilities, which are guaranteed by us through

counter indemnities, to provide further liquidity related to our

clearing businesses. Financial guarantees issued to us totaled

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

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

Obligations,” we also have credit facilities primarily related

to our Nasdaq Clearing operations, which are available in

multiple currencies.

Other Guarantees

Through our clearing operations in the financial markets,

Nasdaq Clearing is the legal counterparty for, and guarantees

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

“Clearing Operations,” for further discussion of Nasdaq

Clearing performance guarantees.

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

payments under these arrangements is unlikely. Accordingly,

no contingent liability is recorded in the Condensed

Consolidated Balance Sheets for the above guarantees.

Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution

Services, provides a guarantee to securities clearinghouses

and exchanges under its standard membership agreements,

which require members to guarantee the performance of other

members. If a member becomes unable to satisfy its

obligations to a clearinghouse or exchange, other members

would be required to meet its shortfalls. To mitigate these

performance risks, the exchanges and clearinghouses often

require members to post collateral, as well as meet certain

minimum financial standards. Nasdaq Execution Services’

maximum potential liability under these arrangements cannot

be quantified. However, we believe that the potential for

Nasdaq Execution Services to be required to make payments

under these arrangements is unlikely. Accordingly, no

contingent liability is recorded in the Condensed

Consolidated Balance Sheets for these arrangements.

Legal and Regulatory Matters

European Commission Matter

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

conducted an inspection at the Nasdaq Stockholm offices.

The inspection related to a potential competition law concern

regarding the trading of Nordic financial derivatives. We

understand that the EC's focus is a cooperative arrangement

with Eurex that was announced by Eurex and the Helsinki

Stock Exchange in 1999. The Helsinki Stock Exchange was

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

2008. The cooperative arrangement with Eurex fully ended

before Nasdaq learned of the EC's investigation.

In November 2025, the EC opened a formal antitrust

investigation to assess whether Nasdaq and Deutsche Börse

had breached European Union competition rules by

coordinating their conduct in the sector for listing, trading

and clearing of financial derivatives in the European

Economic Area.

We have been cooperating with the EC but are uncertain

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

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

or other remedies.

Other Matters

Except as disclosed above and in our prior reports filed under

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

litigation or proceeding that we believe could have a material

adverse effect on our business, consolidated financial

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

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

lawsuits or involved in regulatory proceedings.

In the normal course of business, Nasdaq discusses matters

with its regulators raised during regulatory examinations or

otherwise subject to their inquiries. Management believes

that censures, fines, penalties or other sanctions that could

result from any ongoing examinations or inquiries will not

have a material impact on our consolidated financial position

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

the outcome or the timing of the ultimate resolution of these

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

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

Tax Audits

We are engaged in ongoing discussions and audits with

taxing authorities on various tax matters, the resolutions of

which are uncertain. Currently, there are matters that may

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

several years. Based on currently available information, we

believe we have adequately provided for any assessments that

could result from those proceedings where it is more likely

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

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

“Income Taxes,” for further discussion.

18. BUSINESS SEGMENTS

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services. See Note 1, “Organization

and Nature of Operations,” for further discussion of our

reportable segments.

Our management allocates resources, assesses performance

and manages these businesses as three separate segments. We

evaluate the performance of our segments based on several

factors, of which the primary financial measure is operating

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

is our Chair and Chief Executive Officer, does not review

total assets or statements of income below operating income

by segments as key performance metrics; therefore, such

information is not presented below.

The following tables present certain information regarding

our business segments for the three months ended September

30, 2026 and 2025:


	Three Months Ended September 30, 2026
	Capital Access Platforms	Financial Technology	Market Services	Corporate	Total
		(in millions)
Total revenues	$641	$529	$1,221	$2	$2,393
Transaction- based expenses	—	—	(912)	—	(912)
Revenues less transaction- based expenses	641	529	309	2	1,481
Directly consumed expenses	185	248	98	—	531
Other expenses	44	35	22	117	218
Operating income	$412	$246	$189	$(115)	$732

Depreciation and amortization	11	21	11	122	165
Purchases of property and equipment	14	36	12	—	62
	Three Months Ended September 30, 2025
	Capital Access Platforms	Financial Technology	Market Services	Corporate	Total
		(in millions)
Total revenues	$534	$457	$967	$21	$1,979
Transaction- based expenses	—	—	(664)	—	(664)
Revenues less transaction- based expenses	534	457	303	21	1,315
Directly consumed expenses	162	220	84	—	466
Other expenses	46	31	22	164	263
Operating income	$326	$206	$197	$(143)	$586

Depreciation and amortization	10	14	11	123	158
Purchases of property and equipment	18	37	14	—	69

The following tables present certain information regarding

our business segments for the nine months ended September

30, 2026 and 2025:


	Nine Months Ended September 30, 2026
	Capital Access Platforms	Financial Technology	Market Services	Corporate	Total
		(in millions)
Total revenues	$1,820	$1,585	$3,640	$18	$7,063
Transaction- based expenses	—	—	(2,675)	—	(2,675)
Revenues less transaction- based expenses	1,820	1,585	965	18	4,388
Directly consumed expenses	530	736	290	—	1,556
Other expenses	131	108	68	424	731
Operating income	$1,159	$741	$607	$(406)	$2,101

Depreciation and amortization	35	60	34	367	496
Purchases of property and equipment	45	104	50	—	199
	Nine Months Ended September 30, 2025
	Capital Access Platforms	Financial Technology	Market Services	Corporate	Total
		(in millions)
Total revenues	$1,552	$1,352	$3,208	$63	$6,175
Transaction- based expenses	—	—	(2,318)	—	(2,318)
Revenues less transaction- based expenses	1,552	1,352	890	63	3,857
Directly consumed expenses	483	646	264	—	1,393
Other expenses	127	87	62	486	762
Operating income	$942	$619	$564	$(423)	$1,702

Depreciation and amortization	29	38	34	370	471
Purchases of property and equipment	46	89	42	—	177

The information and amounts presented in the tables above

align with the segment-level information regularly provided

to our CODM. Directly consumed expenses, a significant

expense category, include both direct costs and costs of

shared resources consumed by the segment for revenue-

generating activities. Other expenses include indirect

overhead costs allocated to our segments. Other expenses

also include expenses allocated to our Corporate segment.

The following tables summarize revenues and expenses

allocated to our Corporate segment:


	Three Months Ended September 30,
	2026	2025
Revenues:	(in millions)
Divestitures of businesses	$2	$21
Expenses:
Amortization expense of acquired intangible assets	121	122
Merger and strategic initiatives expense	6	9
Restructuring charges	—	12
Legal and regulatory matters	(16)	1
Expenses - divestitures	6	18
Other	—	2
Total expenses	$117	$164
Operating loss	$(115)	$(143)


	Nine Months Ended September 30,
	2026	2025
Revenues:	(in millions)
Divestitures of businesses	$18	$63
Expenses:
Amortization expense of acquired intangible assets	364	365
Merger and strategic initiatives expense	14	53
Restructuring charges	24	27
Legal and regulatory matters	(3)	3
Gain on extinguishment of debt	—	(19)
Expenses - divestitures	24	53
Other	1	4
Total expenses	$424	$486
Operating loss	$(406)	$(423)

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

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

Discussion and Analysis of Financial Condition and Results

of Operations.”

The items in the preceding table are not included in the

measurement of segment profitability reviewed by our

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

evaluation of a particular segment’s ongoing operating

performance. Management does not consider these items for

the purpose of evaluating the performance of our segments or

their managers or when making decisions to allocate

resources. Therefore, we believe performance measures

excluding the below items provide management with a useful

representation of our segments’ ongoing activity in each

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

include the following:

•Revenues and expenses - divestitures: These amounts

reflect the revenues and expenses associated with our

various divestitures. See Note 4, “Acquisitions and

Divestitures,” for further discussion of these transactions.

•Amortization expense of acquired intangible assets: We

amortize intangible assets acquired in connection with

various acquisitions. Intangible asset amortization expense

can vary from period to period due to episodic acquisitions

completed, rather than from our ongoing business

operations. As such, if intangible asset amortization is

included in performance measures, it is more difficult to

assess the day-to-day operating performance of the

segments, and the relative operating performance of the

segments between periods.

•Merger and strategic initiatives expense: We have pursued

various strategic initiatives and completed acquisitions and

divestitures in recent years that have resulted in expenses

which would not have otherwise been incurred. These

expenses generally include integration costs, as well as

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

The frequency and the amount of such expenses vary

significantly based on the size, timing and complexity of

the transactions.

◦For the three and nine months ended September 30,

2026, these costs included amounts associated with

various strategic initiative costs. For the three and nine

months ended September 30, 2025, these costs primarily

included amounts associated with the transfer of open

positions in our Nordic power futures business, Adenza

integration costs and other strategic initiative costs.

•Restructuring charges: See Note 19, “Restructuring

Charges,” for further discussion of the restructuring

program.

•Legal and regulatory matters: For the three and nine

months ended September 30, 2026, this includes a

favorable legal settlement, recorded in general,

administrative and other expense in the Condensed

Consolidated Statements of Income. For the three and nine

months ended September 30, 2026 and 2025, this also

includes accruals relating to certain legal matters, which

are recorded in professional and contract services in the

Condensed Consolidated Statements of Income.

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

general, administrative and other expense in the Condensed

Consolidated Statements of Income.

Geographic Data

The following tables present total gross revenues by

geographic area for the three and nine months ended

September 30, 2026 and 2025. Revenues are classified based

upon the location of the customer.


	Three Months Ended September 30,
(in millions)	2026	2025
United States	$1,808	$1,583
All other countries	585	396
Total	$2,393	$1,979

	Nine Months Ended September 30,
(in millions)	2026	2025
United States	$5,252	$4,984
All other countries	1,811	1,191
Total	$7,063	$6,175

No single customer accounted for 10.0% or more of our

revenues for the three and nine months ended September 30,

2026 and 2025.

The following table presents property and equipment, net by

geographic area as of September 30, 2026 and December 31,

2025. Property and equipment information is based on the

physical location of the assets.


(in millions)	September 30, 2026	December 31, 2025
United States	$531	$500
All other countries	236	228
Total	$767	$728

Property and equipment, net for all other countries primarily

includes assets held in Sweden.

19. RESTRUCTURING CHARGES

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

Adenza acquisition, our management approved, committed to

and initiated a restructuring program, “Adenza

Restructuring” to optimize our efficiencies as a combined

organization. We initiated the program upon the acquisition

of Adenza and further expanded the program in the fourth

quarter of 2024 following the achievement of our initial

targets. We have incurred costs principally related to

employee-related costs, contract terminations, asset

impairments and other related costs in an effort to accelerate

efficiencies through location strategy and enhanced AI

capabilities. Actions taken as part of this program were

completed as of December 31, 2025, and all costs have been

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

inception of the program were $139 million. We have

achieved benefits primarily in the form of expense synergies

with over $160 million net expense synergies actioned

through June 30, 2026.

Costs related to this program are recorded as restructuring

charges in the Condensed Consolidated Statements of

Income.

The following table presents a summary of the Adenza

restructuring program charges for the three and nine months

ended September 30, 2026 and 2025:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
	(in millions)
Consulting services	$—	$3	$10	$5
Employee-related costs	—	7	7	18
Other	—	2	7	4
Total restructuring charges	$—	$12	$24	$27

Item 2. Management’s Discussion and Analysis of

Financial Condition and Results of Operations

The following discussion and analysis of the financial

condition and results of operations of Nasdaq should be read

in conjunction with our condensed consolidated financial

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

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

EXECUTIVE OVERVIEW

Nasdaq is a leading technology platform that powers the

world’s economies. We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

advanced technology, data, and intelligence solutions that

enable our clients to capture opportunities, navigate risk, and

strengthen resilience.

Our organizational structure aligns our businesses with the

foundational shifts that are driving the evolution of the global

financial system. We manage, operate and provide our

products and services in three business segments: Capital

Access Platforms, Financial Technology and Market

Services.

Third Quarter 2026 Highlights and Recent Developments

•During the third quarter, Nasdaq welcomed 15 new

operating companies on the U.S. exchanges, raising $32

billion in proceeds, including 8 of the 10 largest operating

company IPOs, contributing to a 79% win rate for the

quarter.

•Index had a record $141 billion in net inflows over the

trailing twelve months, including $49 billion in the third

quarter. End-of-period ETP AUM was $1.2 trillion and

average ETP AUM over the third quarter was $1.1 trillion,

both setting new records. Nasdaq launched 32 new Index

products in the third quarter, including 16 international

products and 10 products in the institutional annuity space.

•Financial Technology delivered strong ARR and double-

digit revenue growth in each subdivision for the third

consecutive quarter. Financial Technology delivered 16%

revenue growth and 18% ARR growth. During the third

quarter of 2026, Nasdaq signed 54 new clients, 5 cross-

sells, and 135 upsells.

•Market Services set a new record in third quarter net

revenues benefitting from higher industry volumes across

U.S. options and European equities and strong performance

in U.S. cash equities, which achieved higher market share

and near record capture rate.

Macroeconomic environment

Our business performance can be positively or negatively

impacted by a number of factors, including general economic

conditions, the accelerated pace of technological change, the

geopolitical environment, current or expected inflation,

interest rate fluctuations, the threat or imposition of broad-

based tariffs, market volatility, changes in investment

patterns and priorities, regulatory changes, pandemics and

other factors that are generally beyond our control. For

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

months ended September 30, 2026 compared with the same

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

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

contributed to higher valuations in Nasdaq Indices and higher

overall volumes in Index derivatives. To the extent that

global or national economic conditions weaken and result in

slower growth or recessions, our business may be negatively

impacted.

Nasdaq’s Operating Results

The following tables summarize our financial performance

for the three and nine months ended September 30, 2026

compared to the same periods in 2025. For a detailed

discussion of our results of operations, see “Segment

Operating Results” below.


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$1,481	$1,315	12.6%
Operating expenses	749	729	2.7%
Operating income	$732	$586	24.9%
Net income attributable to Nasdaq	$540	$423	27.8%
Diluted earnings per share	$0.96	$0.73	31.3%
Cash dividends declared per common share	$0.31	$0.27	14.8%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$4,388	$3,857	13.8%
Operating expenses	2,287	2,155	6.1%
Operating income	$2,101	$1,702	23.5%
Net income attributable to Nasdaq	$1,566	$1,270	23.4%
Diluted earnings per share	$2.76	$2.19	25.9%
Cash dividends declared per common share	$0.89	$0.78	14.1%

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

revenues and expenses are translated using monthly average

exchange rates. Impacts on our revenues less transaction-

based expenses and operating income associated with

fluctuations in foreign currency are discussed in more detail

under “Item 3. Quantitative and Qualitative Disclosures

About Market Risk.”

The following chart summarizes our ARR (in millions):

* In the chart above, Other ARR totaled $42 million for the

third quarter of 2025 and included Solovis, Nasdaq Metrio

and Nasdaq Fund Secondaries.

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 primarily includes ARR related to our Solovis business that was divested in October 2025 as well as Nasdaq Metrio and Nasdaq Fund Secondaries, which were each divested in the third quarter of 2026.

The following chart summarizes our quarterly annualized

SaaS revenues for September 30, 2026 and 2025 (in

millions):

1600

* In the chart above, Other SaaS totaled $40 million for 3Q25

included Solovis, Nasdaq Metrio and Nasdaq Fund

Secondaries.

SEGMENT OPERATING RESULTS

The following tables present our revenues by segment:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Capital Access Platforms	$641	$534	20.2%
Financial Technology	529	457	15.8%
Market Services	1,221	967	26.2%
Other revenues	2	21	(90.9)%
Total revenues	$2,393	$1,979	20.9%
Transaction rebates	(623)	(658)	(5.3)%
Brokerage, clearance and exchange fees	(289)	(6)	N/M
Total revenues less transaction-based expenses	$1,481	$1,315	12.6%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Capital Access Platforms	$1,820	$1,552	17.2%
Financial Technology	1,585	1,352	17.2%
Market Services	3,640	3,208	13.5%
Other revenues	18	63	(71.6)%
Total revenues	$7,063	$6,175	14.4%
Transaction rebates	(2,059)	(1,882)	9.4%
Brokerage, clearance and exchange fees	(616)	(436)	41.3%
Total revenues less transaction-based expenses	$4,388	$3,857	13.8%

________

N/M Not meaningful

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.

268

270

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Data & Listing Services	$224	$204	9.8%
Index	286	206	38.9%
Workflow & Insights	131	124	6.1%
Total Capital Access Platforms	$641	$534	20.2%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Data & Listing Services	$655	$594	10.2%
Index	778	595	30.8%
Workflow & Insights	387	363	6.4%
Total Capital Access Platforms	$1,820	$1,552	17.2%


	As of September 30,
	2026	2025
ARR (in millions)	$1,411	$1,303

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:


	Three Months Ended September 30,
	2026	2025
IPOs
The Nasdaq Stock Market	46	76
Operating company	15	46
SPACs	31	30
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	7	2
Total new listings
The Nasdaq Stock Market	167	205
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	8	4

	Nine Months Ended September 30,
IPOs	2026	2025
The Nasdaq Stock Market	177	218
Operating company	56	129
SPACs	121	89
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	20	12
Total new listings
The Nasdaq Stock Market	531	569
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	28	19

	As of September 30,
Number of listed companies	2026	2025
The Nasdaq Stock Market	4,726	4,359
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	1,103	1,133

ARR (in millions)	$813	$743

In the tables above:

•The number of total listed companies on The Nasdaq Stock

Market as of September 30, 2026 and 2025 included 1,292

and 1,000 ETPs, respectively.

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

companies for exchanges that comprise Nasdaq Nordic and

Nasdaq Baltic represent companies listed on the Nasdaq

Nordic and Nasdaq Baltic exchanges and companies listed

on the alternative markets of Nasdaq First North.

Data & Listing Services revenues increased for the three and

nine months ended September 30, 2026, compared with the

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

and existing clients, pricing and usage, and increased revenue

from annual and initial listing fees due to new listings,

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

off of prior period amortization of initial listing fees. The

increase in the nine months ended September 30, 2026 also

included a favorable impact from changes in foreign currency

rates.

Index Revenues

The following table presents key drivers from our Index

business:


	As of or Three Months Ended September 30,
	2026	2025
Number of licensed ETPs	487	439
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance	$829	$600
Net inflows	141	91
Net appreciation	190	138
Ending balance	$1,160	$829
Quarterly average ETP AUM tracking Nasdaq indices (in billions)	$1,108	$777

ARR (in millions)	$89	$81

In the table above, TTM represents trailing twelve months.

Index revenues increased for the three and nine months ended

September 30, 2026, compared with the same periods in

2025, primarily due to higher average AUM in exchange

traded products linked to Nasdaq indices and higher volume

based revenues.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow

& Insights business:


	As of or Three Months Ended September 30,
	2026	2025
	(in millions)
ARR	$509	$479
Quarterly annualized SaaS revenues	440	410

Workflow & Insights revenues increased for the three and

nine months ended September 30, 2026, compared with the

same periods in 2025, primarily due to an increase in

analytics revenues, largely driven by eVestment and Nasdaq

Data Link sales growth.

Financial Technology

The following tables present revenues from our Financial

Technology segment:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Financial Crime Management Technology	$103	$84	22.9%
Regulatory Technology	123	109	12.9%
Capital Markets Technology	303	264	14.7%
Total Financial Technology	$529	$457	15.8%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Financial Crime Management Technology	$294	$241	21.9%
Regulatory Technology	361	315	14.8%
Capital Markets Technology	930	796	16.7%
Total Financial Technology	$1,585	$1,352	17.2%

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial

Crime Management Technology business:


	As of or Three Months Ended September 30,
	2026	2025
	(in millions)
ARR and Quarterly annualized SaaS revenues	$375	$316

Financial Crime Management Technology revenues

increased for the three and nine months ended September 30,

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

to higher subscription revenues from new and existing clients

and higher professional services revenues.

Regulatory Technology Revenues

The following table presents key drivers for our Regulatory

Technology business:


	As of or Three Months Ended September 30,
	2026	2025
	(in millions)
ARR	$443	$389
Quarterly annualized SaaS revenues	271	213

Regulatory Technology revenues increased for the three and

nine months ended September 30, 2026, compared with the

same periods in 2025, primarily due to increased subscription

revenues from our AxiomSL and Surveillance solutions

primarily driven by price increases and upsells to existing

clients and revenues from new clients. The increase in the

nine months ended September 30, 2026 also included a

favorable impact from changes in foreign currency rates.

Capital Markets Technology Revenues

The following table presents key drivers for our Capital

Markets Technology business:


	As of or Three Months Ended September 30,
	2026	2025
	(in millions)
ARR	$1,136	$957
Quarterly annualized SaaS revenues	181	153

Capital Markets Technology revenues increased for the three

and nine months ended September 30, 2026 compared with

the same periods in 2025. The increase was primarily due to

higher revenues from data center expansion, including a

change in pricing structure, increased subscription revenues

across all businesses driven by upsells to existing clients and

revenues from new clients, partially offset by lower

professional services revenues. For the nine months ended

September 30, 2026 the increase was also driven by higher

Calypso upfront license revenues.

Market Services

The following tables present revenues from our Market

Services segment:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Market Services	$1,221	$967	26.2%
Transaction-based expenses:
Transaction rebates	(623)	(658)	(5.3)%
Brokerage, clearance and exchange fees	(289)	(6)	N/M
Total Market Services, net	$309	$303	1.9%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Market Services	$3,640	$3,208	13.5%
Transaction-based expenses:
Transaction rebates	(2,059)	(1,882)	9.4%
Brokerage, clearance and exchange fees	(616)	(436)	41.3%
Total Market Services, net	$965	$890	8.5%

________

N/M Not meaningful

The following tables present net revenues by product from

our Market Services segment:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
U.S. Equity Derivative Trading	$110	$124	(11.8)%
Cash Equity Trading	144	127	13.7%
U.S. Tape plans	33	33	2.3%
Other	22	19	10.8%
Total Market Services, net	$309	$303	1.9%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
U.S. Equity Derivative Trading	$352	$346	1.8%
Cash Equity Trading	442	381	15.8%
U.S. Tape plans	100	103	(2.6)%
Other	71	60	19.9%
Total Market Services, net	$965	$890	8.5%

In the tables above, Other includes Nordic fixed income

trading & clearing, Nordic derivatives and Canadian cash

equities trading.

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:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
U.S. Equity Derivative Trading Revenues	$420	$436	(3.9)%
Section 31 fees	33	—	—%
Transaction-based expenses:
Transaction rebates	(309)	(312)	(1.0)%
Section 31 fees	(33)	—	—%
Brokerage and clearance fees	(1)	—	249.9%
U.S. Equity Derivative Trading Revenues, net	$110	$124	(11.8)%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
U.S. Equity Derivative Trading Revenues	$1,313	$1,271	3.4%
Section 31 fees	68	47	44.2%
Transaction-based expenses:
Transaction rebates	(959)	(922)	4.0%
Section 31 fees	(68)	(47)	44.2%
Brokerage and clearance fees	(2)	(3)	(18.4)%
U.S. Equity Derivative Trading Revenues, net	$352	$346	1.8%

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

U.S. cash equity trading revenues with a corresponding

amount recorded in transaction-based expenses. We are

assessed these fees from the SEC and pass them through to

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

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

our percentage of the overall industry volumes processed on

our systems, and differences in actual dollar value traded.

Section 31 fees increased for the three and nine months ended

September 30, 2026, compared with the same periods in

2025, primarily due to a higher average SEC fee rate. Since

the amount recorded in revenues is equal to the amount

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

revenues.


	Three Months Ended September 30,
	2026	2025
U.S. equity options
Total industry average daily volume (in millions)	63.8	55.8
Nasdaq PHLX matched market share	10.4%	10.4%
The Nasdaq Options Market matched market share	3.2%	2.5%
Nasdaq Texas Options matched market share	1.2%	1.6%
Nasdaq ISE Options matched market share	6.6%	7.0%
Nasdaq GEMX Options matched market share	3.2%	3.5%
Nasdaq MRX Options matched market share	3.5%	3.5%
Total matched market share executed on Nasdaq’s exchanges	28.1%	28.5%

	Nine Months Ended September 30,
U.S. equity options	2026	2025
Total industry average daily volume (in millions)	64.3	54.0
Nasdaq PHLX matched market share	11.4%	9.7%
The Nasdaq Options Market matched market share	2.8%	3.9%
Nasdaq Texas Options matched market share	1.3%	1.7%
Nasdaq ISE Options matched market share	6.4%	6.8%
Nasdaq GEMX Options matched market share	3.3%	3.9%
Nasdaq MRX Options matched market share	3.9%	3.0%
Total matched market share executed on Nasdaq’s exchanges	29.1%	29.0%

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

derivative trading revenues, net decreased for the three

months ended September 30, 2026, compared with the same

period in 2025, primarily due to lower capture, partially

offset by higher industry trading volumes. U.S. equity

derivative trading revenues and U.S. equity derivative trading

revenues, net increased for the nine months ended September

30, 2026, compared with the same period in 2025, primarily

due to higher industry trading volumes, partially offset by

lower capture.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, decreased for the

three months ended September 30, 2026, compared with the

same period in 2025, primarily due to lower rebate capture

rate, partially offset by higher industry trading volumes.

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:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Cash Equity Trading Revenues	$456	$471	(3.1)%
Section 31 fees	251	—	N/M
Transaction-based expenses:
Transaction rebates	(308)	(338)	(8.9)%
Section 31 fees	(251)	—	N/M
Brokerage and clearance fees	(4)	(6)	(30.0)%
Cash equity trading revenues, net	$144	$127	13.7%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Cash Equity Trading Revenues	$1,535	$1,340	14.5%
Section 31 fees	531	367	44.8%
Transaction-based expenses:
Transaction rebates	(1,078)	(940)	14.8%
Section 31 fees	(531)	(367)	44.8%
Brokerage and clearance fees	(15)	(19)	(18.2%)
Cash equity trading revenues, net	$442	$381	15.8%

________

N/M Not meaningful

See the discussion above for an explanation of Section 31

fees for the three and nine months ended September 30, 2026

compared with the same periods in 2025.


	Three Months Ended September 30,
	2026	2025
Total U.S.-listed securities
Total industry average daily share volume (in billions)	16.9	17.6
Matched share volume (in billions)	157.5	158.6
The Nasdaq Stock Market matched market share	14.1%	13.7%
Nasdaq Texas matched market share	0.3%	0.3%
Nasdaq PSX matched market share	0.1%	0.1%
Total matched market share executed on Nasdaq’s exchanges	14.5%	14.1%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	47.7%	47.6%
Total market share	62.2%	61.7%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	653,117	627,568
Total average daily value of shares traded (in billions)	$5.3	$4.5
Total market share executed on Nasdaq’s exchanges	75.0%	72.8%

	Nine Months Ended September 30,
Total U.S.-listed securities	2026	2025
Total industry average daily share volume (in billions)	19.0	17.2
Matched share volume (in billions)	525.7	454.4
The Nasdaq Stock Market matched market share	14.4%	13.8%
Nasdaq Texas matched market share	0.3%	0.3%
Nasdaq PSX matched market share	0.1%	0.1%
Total matched market share executed on Nasdaq’s exchanges	14.8%	14.2%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	46.5%	47.7%
Total market share	61.3%	61.9%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	730,953	736,829
Total average daily value of shares traded (in billions)	$6.0	$5.2
Total market share executed on Nasdaq’s exchanges	74.6%	71.8%

Cash equity trading revenues decreased for the three months

ended September 30, 2026, compared with the same period in

2025, primarily due to lower U.S. industry trading volumes

and lower U.S. gross capture rate, partially offset by higher

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

and higher European trading volumes.

Cash equity trading revenues, net increased for the three

months ended September 30, 2026, compared with the same

period in 2025, primarily due to higher U.S. capture rate,

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

exchanges and higher European trading volumes, partially

offset by lower U.S. industry trading volumes.

Cash equity trading revenues and Cash equity trading

revenues, net increased for the nine months ended September

30, 2026, compared with the same period in 2025, primarily

due to higher U.S. industry trading volumes and U.S. and

European matched market share executed on Nasdaq's

exchanges. The increase in cash equity trading revenues for

the nine months ended September 30, 2026 was partially

offset by lower capture rate.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, decreased for the

three months ended September 30, 2026, compared with the

same period in 2025, primarily due to lower industry trading

volumes, partially offset by higher U.S. matched market

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

nine months ended September 30, 2026 is primarily driven

by higher industry trading volumes and higher U.S. matched

market share executed on Nasdaq’s exchanges, partially

offset by lower capture rate. For The Nasdaq Stock Market

and Nasdaq PSX, we credit a portion of the per share

execution charge to the market participant that provides the

liquidity, and for Nasdaq Texas, we credit a portion of the per

share execution charge to the market participant that takes the

liquidity.

U.S. Tape Plans

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

plans business:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
U.S. Tape plans	$33	$33	2.3%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
U.S. Tape plans	$100	$103	(2.6)%

U.S. Tape plans revenues remained relatively flat for the

three months ended September 30, 2026, compared with the

same period in 2025. The decrease for the nine months ended

September 30, 2026 is primarily due to lower audit revenues,

partially offset by an industry-wide adjustment in 2025.

Other

Other includes Nordic fixed income trading and clearing,

Nordic derivatives and Canadian cash equities trading. The

following tables present revenues from our Other business:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Other	$22	$19	10.8%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Other	$71	$60	19.9%

In the preceding tables, Other is presented net of Canadian

cash equity transaction rebates of $6 million and $7 million

for the three months ended September 30, 2026 and 2025,

respectively, and $22 million and $20 million for the nine

months ended September 30, 2026 and 2025, respectively.

Other revenues increased for the three and nine months ended

September 30, 2026, compared with the same periods in

2025, primarily due to an increase in Nordic fixed income

revenues driven by higher volumes. The increase for the nine

months ended September 30, 2026, compared with the same

period in 2025, was also due to an increase in Canadian cash

equity revenues.

Other Revenues

For the three months ended September 30, 2026, Other

revenues related to our Nasdaq Metrio platform and our

sustainability advisory business that is in the process of being

wound down. For the nine months ended September 30,

2026, Other revenues also included our Nordic power futures

business and Nasdaq Fund Secondaries. For the three and

nine months ended September 30, 2025, Other revenues also

included our Solovis business. See Note 4, “Acquisitions and

Divestitures,” to the condensed consolidated financial

statements for further discussion.

EXPENSES

Operating Expenses

The following tables present our operating expenses:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Compensation and benefits	$379	$353	7.4%
Professional and contract services	42	38	11.6%
Technology and communication infrastructure	93	80	16.0%
Occupancy	34	32	5.2%
General, administrative and other	2	22	(92.9)%
Marketing and advertising	17	13	33.2%
Depreciation and amortization	165	158	4.8%
Regulatory	11	12	(10.3)%
Merger and strategic initiatives	6	9	(38.3)%
Restructuring charges	—	12	(100.0)%
Total operating expenses	$749	$729	2.7%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Compensation and benefits	$1,118	$1,033	8.2%
Professional and contract services	124	112	10.2%
Technology and communication infrastructure	264	236	11.9%
Occupancy	103	90	13.4%
General, administrative and other	54	51	5.8%
Marketing and advertising	61	41	48.5%
Depreciation and amortization	496	471	5.3%
Regulatory	29	41	(28.3)%
Merger and strategic initiatives	14	53	(73.7)%
Restructuring charges	24	27	(7.9)%
Total operating expenses	$2,287	$2,155	6.1%

The increase in compensation and benefits expense for the

three and nine months ended September 30, 2026, compared

with the same periods in 2025, was primarily driven by

higher incentive compensation driven by strong revenue

execution.

Headcount, including employees of non-wholly owned

consolidated subsidiaries, was 9,593 employees as of

September 30, 2026 and 9,625 employees as of September

30, 2025.

Professional and contract services expense increased for the

three and nine months ended September 30, 2026, compared

with the same periods in 2025, primarily due to higher legal

fee accruals.

Technology and communication infrastructure expense

increased for the three and nine months ended September 30,

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

to increased investment in technology, particularly our cloud

initiatives and software licensing.

Occupancy expense increased for the three and nine months

ended September 30, 2026, compared with the same periods

in 2025, primarily due to colocation data center expansion.

General, administrative and other expense decreased for the

three months ended September 30, 2026, compared with the

same period in 2025 primarily due to a favorable legal

settlement. The increase for the nine months ended

September 30, 2026 compared with the same period in 2025

was primarily due to a gain on extinguishment of debt

recorded in the first quarter of 2025 and other individually

immaterial increases, partially offset by a favorable legal

settlement in the third quarter of 2026.

Marketing and advertising expense increased for the three

and nine months ended September 30, 2026, compared with

the same periods in 2025, primarily due to a strengthening

IPO environment.

Depreciation and amortization expense increased for the

three and nine months ended September 30, 2026, compared

with the same periods in 2025, due to increased depreciation

of capitalized software projects.

Regulatory expense decreased for the three and nine months

ended September 30, 2026, compared with the same periods

in 2025, primarily due to lower CAT operating costs.

We have pursued various strategic initiatives and completed

acquisitions and divestitures in recent years, which have

resulted in expenses which would not have otherwise been

incurred. These expenses generally include integration costs,

as well as legal, due diligence and other third-party

transaction costs and vary based on the size and frequency of

the activities described above. For the three and nine months

ended September 30, 2026, these costs included amounts

associated with various strategic initiative costs. For the three

and nine months ended September 30, 2025, these costs

primarily included amounts associated with the transfer of

open positions in our Nordic power futures business, Adenza

integration costs and other strategic initiative costs.

Restructuring charges decreased for the three and nine

months ended September 30, 2026, compared with the same

periods in 2025, primarily due to the completion of our

restructuring program. See Note 19, “Restructuring Charges,”

to the condensed consolidated financial statements for further

discussion.

Non-Operating Income and Expenses

The following tables present our non-operating income and

expenses:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Interest income	$10	$8	17.0%
Interest expense	(86)	(87)	(1.5)%
Net interest expense	(76)	(79)	(3.5)%
Net loss on divestitures	(4)	(2)	100.0%
Other income (loss)	11	—	N/M
Net income from unconsolidated investees	38	24	59.7%
Total non-operating expense	$(31)	$(57)	(45.2)%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Interest income	$23	$32	(27.2)%
Interest expense	(259)	(279)	(7.2)%
Net interest expense	(236)	(247)	(4.6)%
Net gain on divestitures	84	37	126.4%
Other income (loss)	(4)	—	N/M
Net income from unconsolidated investees	86	73	16.4%
Total non-operating expense	$(70)	$(137)	(48.9)%

________

N/M Not meaningful

The following tables present our interest expense:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Interest expense on debt	$83	$84	(1.2)%
Accretion of debt issuance costs and debt discount	2	2	(8.1)%
Other fees	1	1	(17.2)%
Interest expense	$86	$87	(1.5)%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Interest expense on debt	$250	$269	(7.1)%
Accretion of debt issuance costs and debt discount	7	8	(9.4)%
Other fees	2	2	(10.0)%
Interest expense	$259	$279	(7.2)%

Interest income increased for the three months ended

September 30, 2026 compared with the same period in 2025,

primarily due to a higher average cash balance and a

favorable interest rate environment. Interest income

decreased for the nine months ended September 30, 2026,

compared with the same period in 2025, primarily due to a

lower average cash balance, partially offset by a favorable

interest rate environment.

Interest expense decreased for the three and nine months

ended September 30, 2026, compared with the same periods

in 2025, primarily due to lower outstanding debt following

the repayment of our 2025 Notes and the partial repurchases

of several series of outstanding senior unsecured notes in

2025.

For the three months ended September 30, 2026 the Net loss

on divestitures relates to the net impact of the sale of the

Nasdaq Metrio platform and related customer contracts and

the sale of Nasdaq Fund Secondaries. Net gain on

divestitures for the nine months ended September 30, 2026

and September 30, 2025 primarily relates to the divestiture of

our Nordic power futures business, net of costs to sell, which

for the nine months ended September 30, 2026 is partially

offset by the net loss described above for the three months

ended September 30, 2026. For the nine months ended

September 30, 2025, this also includes a gain on the sale of

our Nasdaq Risk Modelling for Catastrophes business, net of

costs to sell. See Note 4, “Acquisitions and Divestitures,” to

the condensed 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. For the nine months ended

September 30, 2026, this also includes the impairment of

intangible assets related to customer relationships and

licenses associated with the wind-down of our Nordic power

futures business. See “Acquired Intangible Assets,” of Note

5, “Goodwill and Acquired Intangible Assets,” and “Equity

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

consolidated financial statements for further discussion of

these transactions.

Net income from unconsolidated investees primarily relates

to income recognized from our equity method investment in

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

the condensed consolidated financial statements for further

discussion.

Tax Matters

The following tables present our income tax provision and

effective tax rate:


	Three Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Income tax provision	$162	$106	51.0%
Effective tax rate	22.9%	20.0%

	Nine Months Ended September 30,		Percentage Change
	2026	2025	Percentage Change
	(in millions)
Income tax provision	$466	$296	57.0%
Effective tax rate	22.9%	18.9%

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

“Income Taxes,” to the condensed consolidated financial

statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance

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

and non-GAAP diluted earnings per share in this Quarterly

Report on Form 10-Q. Management uses this non-GAAP

information internally, along with U.S. GAAP information,

in evaluating our performance and in making financial and

operational decisions. We believe our presentation of these

measures provides investors with greater transparency and

supplemental data relating to our financial condition and

results of operations. In addition, we believe the presentation

of these measures is useful to investors for period-to-period

comparisons of our ongoing operating performance.

These measures are not in accordance with, or an alternative

to, U.S. GAAP, and may be different from non-GAAP

measures used by other companies. In addition, other

companies, including companies in our industry, may

calculate such measures differently, which reduces their

usefulness as comparative measures. Investors should not

rely on any single financial measure when evaluating our

business. This non-GAAP information should be considered

as supplemental in nature and is not meant as a substitute for

our operating results in accordance with U.S. GAAP. We

recommend investors review the U.S. GAAP financial

measures included in this Quarterly Report on Form 10-Q,

including our condensed consolidated financial statements

and the notes thereto. When viewed in conjunction with our

U.S. GAAP results and the accompanying reconciliation, we

believe these non-GAAP measures provide greater

transparency and a more complete understanding of factors

affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on

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

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

operating performance. We use non-GAAP net income and

non-GAAP diluted earnings per share because they highlight

trends more clearly in our business that may not otherwise be

apparent when relying solely on U.S. GAAP financial

measures, since these measures eliminate from our results

specific financial items that have less bearing on our ongoing

operating performance.

The following tables present reconciliations between U.S.

GAAP net income and diluted earnings per share and non-

GAAP net income and diluted earnings per share:


	Three Months Ended September 30,
	2026	2025
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$540	$423
Non-GAAP adjustments:
Amortization expense of acquired intangible assets	121	122
Merger and strategic initiatives expense	6	9
Restructuring charges	—	12
Net loss on divestitures	4	2
Net income from unconsolidated investees	(38)	(24)
Legal and regulatory matters	(16)	1
Other (income) loss	(11)	4
Total non-GAAP adjustments	$66	$126
Non-GAAP tax adjustments	(14)	(32)
Other tax adjustments	(4)	(6)
Total non-GAAP adjustments, net of tax	$48	$88
Non-GAAP net income attributable to Nasdaq	$588	$511

U.S. GAAP effective tax rate	22.9%	20.0%
Total adjustments from non- GAAP tax rate	0.4%	2.0%
Non-GAAP effective tax rate	23.3%	22.0%

Weighted-average common shares outstanding for diluted earnings per share	563.3	579.0

U.S. GAAP diluted earnings per share	$0.96	$0.73
Total adjustments from non- GAAP net income	0.08	0.15
Non-GAAP diluted earnings per share	$1.04	$0.88


	Nine Months Ended September 30,
	2026	2025
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$1,566	$1,270
Non-GAAP adjustments:
Amortization expense of acquired intangible assets	364	365
Merger and strategic initiatives expense	14	53
Restructuring charges	24	27
Gain on extinguishment of debt	—	(19)
Net gain on divestitures	(84)	(37)
Net income from unconsolidated investees	(86)	(73)
Legal and regulatory matters	(3)	3
Other loss	9	6
Total non-GAAP adjustments	$238	$325
Non-GAAP tax adjustments	(58)	(84)
Other tax adjustments	(4)	(51)
Total non-GAAP adjustments, net of tax	$176	$190
Non-GAAP net income attributable to Nasdaq	$1,742	$1,460

U.S. GAAP effective tax rate	22.9%	18.9%
Total adjustments from non- GAAP tax rate	0.4%	3.9%
Non-GAAP effective tax rate	23.3%	22.8%

Weighted-average common shares outstanding for diluted earnings per share	567.6	579.3

U.S. GAAP diluted earnings per share	$2.76	$2.19
Total adjustments from non- GAAP net income	0.31	0.33
Non-GAAP diluted earnings per share	$3.07	$2.52

We believe that excluding the above items, described further

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

meaningful analysis of Nasdaq’s ongoing operating

performance and comparisons in Nasdaq’s performance

between periods:

•Amortization expense of acquired intangible assets: We

amortize intangible assets acquired in connection with

various acquisitions. Intangible asset amortization expense

can vary from period to period due to episodic acquisitions

completed, rather than from our ongoing business

operations. As such, if intangible asset amortization is

included in performance measures, it is more difficult to

assess the day-to-day operating performance of the

businesses and the relative operating performance of the

businesses between periods.

•Merger and strategic initiatives expense: We have pursued

various strategic initiatives and completed acquisitions and

divestitures in recent years that have resulted in expenses

which would not have otherwise been incurred. The

frequency and the amount of such expenses vary

significantly based on the size, timing and complexity of

the transactions. These expenses primarily include

integration costs, as well as legal, due diligence and other

third-party transaction costs. For the three and nine months

ended September 30, 2026, these costs included amounts

associated with various strategic initiative costs. For the

three and nine months ended September 30, 2025, these

costs primarily included amounts associated with the

transfer of open positions in our Nordic power futures

business, Adenza integration costs and other strategic

initiative costs.

•Restructuring charges: See Note 19, “Restructuring

Charges,” to the condensed consolidated financial

statements for further discussion of this program.

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

general, administrative and other expense in the Condensed

Consolidated Statements of Income.

•Net (gain) loss on divestitures: For the three months ended

September 30, 2026, the Net loss on divestitures relates to

the net impact of the sale of the Nasdaq Metrio platform

and related customer contracts and the sale of Nasdaq Fund

Secondaries. Net gain on divestitures for the nine months

ended September 30, 2026 and September 30, 2025

primarily relates to the divestiture of our Nordic power

futures business, which for the nine months ended

September 30, 2026 is partially offset by the net loss

described above for the three months ended September 30,

2026. For the nine months ended September 30, 2025, this

also includes a gain on the sale of our Nasdaq Risk

Modelling for Catastrophes business. See Note 4,

“Acquisitions and Divestitures,” to the condensed

consolidated financial statements for further discussion of

these transactions.

•Net income from unconsolidated investees: We exclude our

share of the earnings and losses of our equity method

investments. This provides a more meaningful analysis of

Nasdaq’s ongoing operating performance or comparisons

in Nasdaq’s performance between periods. See “Equity

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

consolidated financial statements for further discussion.

•Legal and regulatory matters: For the three and nine

months ended September 30, 2026, this includes a

favorable legal settlement, recorded in general,

administrative and other expense in the Condensed

Consolidated Statements of Income. For the three and nine

months ended September 30, 2026 and 2025, this also

includes accruals relating to certain legal matters, which

are recorded in professional and contract services in the

Condensed Consolidated Statements of Income.

•Other income (loss): For the three and nine months ended

September 30, 2026 and 2025, other items primarily

include net gains and losses from strategic investments

entered into through our corporate venture program. For

the nine months ended September 30, 2026, this also

includes intangible assets impairments of customer

relationships and licenses relating to the wind-down of our

Nordic power futures business. The net effect of these

items is included in other income (loss) in our Condensed

Consolidated Statements of Income. See “Acquired

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

Intangible Assets,” and “Equity Investments,” of Note 6,

“Investments,” to the condensed consolidated financial

statements for further discussion of these transactions.

•Non-GAAP tax adjustments: The non-GAAP adjustment to

the income tax provision for all periods primarily includes

the tax impact of each non-GAAP adjustment.

•Other tax adjustments: For the nine months ended

September 30, 2025, other tax adjustments reflect a tax

benefit related to payments made to certain former Adenza

employees and the release of the prior years' reserves

following a favorable audit settlement.

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have funded our operating activities and met

our commitments through cash generated by operations,

augmented by the periodic issuance of debt. Currently, our

cost and availability of funding remain healthy. We continue

to prudently assess our capital deployment strategy through

balancing internal investments, debt repayments, and

shareholder return activity, including dividends and share

repurchases, and potential acquisitions.

We expect that our current cash and cash equivalents

combined with cash flows provided by operating activities,

supplemented with our borrowing capacity and access to

additional financing, including our revolving credit facility

and our commercial paper program, provides us additional

flexibility to meet our ongoing obligations and the capital

deployment strategic actions described above, while allowing

us to invest in activities and product development that

support the long-term growth of our operations.

Principal factors that could affect the availability of our

internally generated funds include:

•deterioration of our revenues in any of our business

segments;

•changes in regulatory and working capital requirements;

and

•an increase in our expenses.

Principal factors that could affect our ability to obtain cash

from external sources include:

•operating covenants contained in our credit facilities that

limit our total borrowing capacity;

•credit rating downgrades, which could limit our access to

additional debt;

•a significant decrease in the market price of our common

stock; and

•volatility or disruption in the public debt and equity

markets.

The following table summarizes selected measures of our

liquidity and capital resources:


	September 30, 2026	December 31, 2025
	(in millions)
Working capital	$15	$42
Cash and cash equivalents	365	604
Short-term investments	151	28

Working Capital

The decrease in working capital from December 31, 2025 to

September 30, 2026, excluding default funds and margin

deposits, as the corresponding assets and liabilities are both

equal and offsetting, is primarily due to a decrease in current

assets partially offset by a decrease in current liabilities.

Decrease in current assets was primarily due to:

•lower cash and cash equivalents,

•lower restricted cash primarily due to the movement of

regulatory capital to short-term investments with original

maturities longer than 90 days, and

•lower other current assets, partially offset by

•higher receivables, net primarily due to an increase in

Section 31 fee rate, higher average AUM-driven Index

receivables, and timing of billings, and

•an increase in short-term investments at fair value.

Decrease in current liabilities was primarily due to:

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

for further discussion,

•a decrease in accrued personnel costs,

•a decrease in accounts payable and accrued expenses, and

•a decrease in other current liabilities, partially offset by

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

Section 31 fee rate, and

•higher deferred revenue due to timing of billings, primarily

relating to our annual listing fees.

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 September 30, 2026 and December

31, 2025, our cash and cash equivalents of $365 million and

$604 million, respectively, were primarily invested in bank

deposits and money market funds.

Repatriation of Cash

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

various foreign subsidiaries totaled $208 million as of

September 30, 2026 and $280 million as of December 31,

2025. The remaining balance held in the U.S. totaled $157

million as of September 30, 2026 and $324 million as of

December 31, 2025.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $28 million

as of September 30, 2026 and $210 million as of December

31, 2025, is restricted from withdrawal due to a contractual

or regulatory requirement or not available for general use and

as such is classified as restricted in the Condensed

Consolidated Balance Sheets. The decrease in this balance as

of September 30, 2026 is primarily due to more regulatory

capital being held in investments with original maturities

greater than 90 days and less than one year that are classified

as short-term investments in the Condensed Consolidated

Balance Sheets as of September 30, 2026. Capital held for

regulatory purposes is invested based on prevailing market

rates and our investment strategy and may be held in

investments with original maturities of 90 days or less that

qualify as cash equivalents and are included in restricted cash

and cash equivalents or in investments with original

maturities greater than 90 days and less than one year that are

classified as short-term investments in the Condensed

Consolidated Balance Sheets.

Cash Flow Analysis

The following table summarizes the changes in cash flows:


	Nine Months Ended September 30,
	2026	2025
Net cash provided by (used in):	(in millions)
Operating activities	$1,921	$1,630
Investing activities	366	(462)
Financing activities	(4,982)	(2,386)

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 $291

million for the nine months ended September 30, 2026

compared with the same period in 2025. The increase was

primarily driven by higher net income and an increase in

adjustments to net income, partially offset by changes in

working capital, as discussed above.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by (used in) investing activities increased

for the nine months ended September 30, 2026 compared

with the same period in 2025. This was primarily driven by

higher proceeds from net sales and redemption of

investments related to default funds and margin deposits of

$1,199 million, which does not impact Nasdaq's cash, cash

equivalents, restricted cash or restricted cash equivalents as it

relates to customer funds. The increase is also driven by

lower other investing activities, which primarily represents

purchases of minority investments made through our

corporate venture program, of $60 million and higher

proceeds from divestitures, net of cash divested of $40

million. The increase was partially offset by a net increase in

purchases of securities of $291 million, primarily due to

more regulatory capital being invested in investments with

original maturities greater than 90 days, purchases of

corporate debt securities of $100 million, an acquisition of a

business, net of cash and cash equivalents acquired of $58

million and purchases of property and equipment of $22

million.

See Note 4, “Acquisitions and Divestitures,” and Note 6,

“Investments,” to the condensed consolidated financial

statements for further discussion.

Net Cash Used in Financing Activities

Net cash used in financing activities increased for the nine

months ended September 30, 2026 compared with the same

period in 2025 primarily driven by higher outflows of cash

from the default funds and margin deposits of $2,218 million,

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

restricted cash or restricted cash equivalents as it relates to

customer funds, increases in repurchases of common stock of

$896 million and an increase in dividends paid of $52

million. These increases were partially offset by a decrease in

repayment of debt of $295 million and issuance of

commercial paper, net of $269 million.

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

consolidated financial statements for further discussion of our

debt obligations.

See “Default Fund Contributions and Margin Deposits” of

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

these balances.

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

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

Equity,” to the condensed consolidated financial statements

for further discussion of our share repurchase program and

cash dividends declared and paid on our common stock.

Short-term Investments

Our short-term investments totaled $151 million as of

September 30, 2026 and $28 million as of December 31,

2025. Of these securities, $134 million as of September 30,

2026 and $18 million as of December 31, 2025 are assets

primarily utilized to meet regulatory capital requirements,

mainly for our clearing operations at Nasdaq Clearing. The

increase in this balance as of September 30, 2026 is primarily

due to more capital held for regulatory purposes being

invested in investments with original maturities greater than

90 days, classified as short-term investments. This increase

was partially offset by a decrease in regulatory capital

requirements due to the sale of our Nordic power futures

business. See Restricted Cash and Cash Equivalents above

and Note 6, “Investments,” to the condensed consolidated

financial statements for further discussion.

Regulatory Capital Requirements

Clearing Operations Regulatory Capital Requirements

We are required to maintain minimum levels of regulatory

capital for the clearing operations of Nasdaq Clearing. The

level of regulatory capital required to be maintained is

dependent upon many factors, including market conditions

and creditworthiness of the counterparty. As of September

30, 2026, our required regulatory capital of $104 million was

primarily comprised of European government debt securities

that are included in short-term investments in the Condensed

Consolidated Balance Sheets.

Broker-Dealer Net Capital Requirements

Our broker-dealer subsidiaries, Nasdaq Execution Services

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 September 30, 2026, the

combined required minimum net capital was immaterial and

the combined excess capital totaled $14 million, substantially

all of which is held in cash and cash equivalents in the

Condensed Consolidated Balance Sheets. The required

minimum net capital is included in restricted cash and cash

equivalents in the Condensed Consolidated Balance Sheets.

Nordic and Baltic Exchange Regulatory Capital

Requirements

The entities that operate trading venues in the Nordic and

Baltic countries are each subject to local regulations and are

required to maintain regulatory capital intended to ensure

their general financial soundness and liquidity. As of

September 30, 2026, our required regulatory capital of $40

million was primarily invested in European government debt

securities that are included in short-term investments in the

Condensed Consolidated Balance Sheets and cash and cash

equivalents, which is included in restricted cash and cash

equivalents in the Condensed Consolidated Balance Sheets.

Other Capital Requirements

We operate several other businesses which are subject to

local regulation and are required to maintain certain levels of

regulatory capital. As of September 30, 2026, other required

regulatory capital of $13 million, primarily related to Nasdaq

Central Securities Depository, was primarily invested in

European government debt securities that are included in

short-term investments in the Condensed Consolidated

Balance Sheets and cash and cash equivalents, which is

included in restricted cash and cash equivalents in the

Condensed Consolidated Balance Sheets.

Equity and dividends

Share Repurchase Program

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

Stockholders’ Equity,” to the condensed consolidated

financial statements for further discussion of our share

repurchase program, including our ASR agreements.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends

paid per common share on our outstanding common stock:


	2026	2025
First quarter	$0.27	$0.24
Second quarter	0.31	0.27
Third quarter	0.31	0.27
Total	$0.89	$0.78

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

“Nasdaq Stockholders’ Equity,” to the condensed

consolidated financial statements for further discussion of the

dividends.

Debt Obligations

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

n U.S. Notes n Euro Notes

11061

As of and for the nine months ended September 30, 2026, the

weighted average interest rate on our debt obligations was

approximately 3.7%. This rate can fluctuate based on changes

in foreign currency exchange rates and changes in the amount

and duration of outstanding debt. See “Foreign Currency

Exchange Rate Risk” below for further discussion on

hedging associated with our Euro Notes. In June 2026,

Nasdaq amended and restated our existing $1.25 billion five-

year revolving credit facility, with a new maturity date of

June 30, 2031, and increased the borrowing capacity to

$1.50 billion. In addition to the 2026 Revolving Credit

Facility, we also have other credit facilities primarily to

support our Nasdaq Clearing operations in Europe, as well as

to provide a cash pool credit line.

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

covenants of all of our debt obligations.

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

consolidated financial statements for further discussion of our

debt obligations.

CONTRACTUAL OBLIGATIONS AND CONTINGENT

COMMITMENTS

Nasdaq had no significant changes to our contractual

obligations and contingent commitments from those

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

Analysis of Financial Condition and Results of Operations”

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

SEC on February 12, 2026.

OFF-BALANCE SHEET ARRANGEMENTS

For discussion of off-balance sheet arrangements see:

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

consolidated financial statements for further discussion of

our non-cash default fund contributions and margin

deposits received for clearing operations; and

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

to the condensed consolidated financial statements for

further discussion of:

◦Guarantees issued and credit facilities available;

◦Other guarantees; and

◦Routing brokerage activities.

Item 3. Quantitative And Qualitative Disclosures About

Market Risk

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 short-term

investments and debt obligations, which are discussed below.

We may enter into transactions that expose us to interest rate

risk, for which we may utilize interest rate derivatives

agreements to manage that risk.

Short-Term Investments

As of September 30, 2026, our investment portfolio was

primarily comprised of highly rated European government

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

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

these securities will decrease if market interest rates increase.

The impact of an immediate increase to market interest rates,

uniformly, by a hypothetical 100 basis points from levels as

of September 30, 2026, would not have a material impact on

our financial statements.

Debt Obligations

As of September 30, 2026, the majority of our outstanding

debt obligations are fixed-rate obligations. Interest rates on

certain tranches of notes are subject to adjustment to the

extent our debt rating is downgraded below investment grade,

as further discussed in Note 8, “Debt Obligations,” to the

condensed consolidated financial statements. While changes

in interest rates will have no impact on the interest we pay on

fixed-rate obligations, we are exposed to changes in interest

rates as a result of the borrowings under our 2026 Revolving

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

may also be exposed to changes in interest rates if there are

amounts outstanding from the sale of commercial paper

under our commercial paper program, which have variable

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

million outstanding under our commercial paper program. A

hypothetical 100 basis points increase in interest rates on our

outstanding commercial paper would not have a material

impact on our financial statements.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk. Our

primary transactional exposure to foreign currency

denominated revenues less transaction-based expenses and

operating income for the three and nine months ended

September 30, 2026 is presented in the following tables. The

tables below do not include the offsetting impact of our

hedging programs.


	Euro	Swedish Krona	Canadian Dollar	Other Foreign Currencies	U.S. Dollar
	(in millions, except currency rate)
Three Months Ended September 30, 2026
Average FX rate to the U.S. dollar	1.151	0.104	0.715	#	N/A
Percentage of revenues less transaction- based expenses	6.5%	3.1%	0.6%	3.1%	86.7%
Percentage of operating income	7.2%	(0.9)%	(5.2)%	(7.4)%	106.3%
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses	$(10)	$(5)	$(1)	$(5)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(5)	$(1)	$(4)	$(5)	$—


	Euro	Swedish Krona	Canadian Dollar	Other Foreign Currencies	U.S. Dollar
	(in millions, except currency rate)
Nine Months Ended September 30, 2026
Average FX rate to the U.S. dollar	1.161	0.107	0.722	#	N/A
Percentage of revenues less transaction- based expenses	7.3%	3.4%	0.7%	3.3%	85.3%
Percentage of operating income	9.6%	(1.6)%	(5.4)%	(7.2)%	104.6%
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses	$(32)	$(15)	$(3)	$(14)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(20)	$(3)	$(11)	$(15)	$—

__________

#Represents multiple foreign currency rates.

N/ANot applicable.

The adverse impacts shown in the preceding tables should be

viewed individually by currency and not in aggregate, due to

the correlation between changes in exchange rates for certain

currencies.

We may use foreign exchange contracts to hedge a portion of

our forecasted foreign currency denominated revenues and

expenses in the normal course of business. We hedge these

cash flow exposures to reduce the risk that our earnings and

cash flows will be adversely affected by changes in exchange

rates. These foreign exchange contracts are carried at fair

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

record changes in fair value of these cash flow hedges of

foreign currency denominated revenue and expenses in

accumulated other comprehensive loss in the Condensed

Consolidated Balance Sheets, until the forecasted transaction

occurs. When the forecasted transaction affects earnings, or

in the event the underlying forecasted transaction does not

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

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

revenue or operating expenses, as applicable. As of

September 30, 2026, the fair value of our derivatives

designated as cash flow hedging instruments are not material.

Our investments in foreign subsidiaries are exposed to

volatility in currency exchange rates through translation of

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

Substantially all of our foreign subsidiaries operate in

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

statements of these subsidiaries are translated into U.S.

dollars for consolidated reporting using a current rate of

exchange, with net gains or losses recorded in accumulated

other comprehensive loss in the Condensed Consolidated

Balance Sheets.

Our primary exposure to net assets in foreign currencies as of

September 30, 2026 is presented in the following table:


	Net Assets	Impact of a 10% Adverse Currency Fluctuation
	(in millions)
Swedish Krona	$3,053	$(305)
Canadian Dollar	132	(13)
Norwegian Krone	106	(11)
Australian Dollar	106	(11)
British Pound	77	(8)

In the table above, Swedish Krona includes goodwill of

$2,290 million and intangible assets, net of $459 million.

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

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in accumulated other comprehensive loss in

the Condensed Consolidated Balance Sheets. See Note 8,

“Debt Obligations,” to the condensed consolidated financial

statements for further discussion. We enter into foreign

exchange contracts to hedge a portion of our net investment

in certain foreign subsidiaries. These foreign exchange

contracts are carried at fair value, with remaining maturities

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

liability depending on their position as of the balance sheet

date, and accumulated other comprehensive loss in the

Condensed Consolidated Balance Sheets. The accumulated

gains and losses associated with these instruments will

remain in accumulated other comprehensive loss until the

foreign subsidiaries are sold or substantially liquidated, at

which point they will be reclassified into earnings.

Credit Risk

Credit risk is the potential loss due to the default or

deterioration in credit quality of customers or counterparties.

We are exposed to credit risk from third parties, including

customers, counterparties and clearing agents. These parties

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

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

exposure to credit risk by evaluating the counterparties with

which we make investments and execute agreements. For our

investment portfolio, our objective is to invest in securities to

preserve principal while maximizing yields, without

significantly increasing risk. Credit risk associated with

investments is minimized substantially by ensuring that these

financial assets are placed with governments which have

investment grade ratings, well-capitalized financial

institutions and other creditworthy counterparties.

Our subsidiary, Nasdaq Execution Services, may be exposed

to credit risk due to the default of trading counterparties in

connection with the routing services it provides for our

trading customers. System trades in cash equities routed to

other market centers for members of our cash equity

exchanges are routed by Nasdaq Execution Services for

clearing to the NSCC. In this function, Nasdaq Execution

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

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

trading day and into the next day, thereby leaving Nasdaq

Execution Services susceptible to counterparty risk in the

period between accepting the trade and routing it to the

clearinghouse. In this interim period, Nasdaq Execution

Services is not novating like a clearing broker but instead is

subject to the short-term risk of counterparty failure before

the clearinghouse enters the transaction. Once the

clearinghouse officially accepts the trade for novation,

Nasdaq Execution Services is legally removed from trade

execution risk. However, Nasdaq has membership

obligations to NSCC independent of Nasdaq Execution

Services’ arrangements.

Pursuant to the rules of the NSCC and Nasdaq Execution

Services’ clearing agreement, Nasdaq Execution Services is

liable for any losses incurred due to a counterparty or a

clearing agent’s failure to satisfy its contractual obligations,

either by making payment or delivering securities. Adverse

movements in the prices of securities that are subject to these

transactions can increase our credit risk. However, we believe

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

Services’ customers are not permitted to trade on margin and

NSCC rules limit counterparty risk on self-cleared

transactions by establishing credit limits and capital deposit

requirements for all brokers that clear with NSCC.

Historically, Nasdaq Execution Services has never incurred a

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

obligations as counterparty to a system trade. Credit

difficulties or insolvency, or the perceived possibility of

credit difficulties or insolvency, of one or more larger or

visible market participants could also result in market-wide

credit difficulties or other market disruptions.

We have credit risk related to transaction and subscription-

based revenues that are billed to customers on a monthly or

quarterly basis, in arrears. Our potential exposure to credit

losses on these transactions is represented by the receivable

balances in the Condensed Consolidated Balance Sheets. We

review and evaluate changes in the status of our

counterparties’ creditworthiness. Credit losses such as those

described above could adversely affect our consolidated

financial position and results of operations.

We also are exposed to credit risk through our clearing

operations with Nasdaq Clearing. See Note 14, “Clearing

Operations,” to the condensed consolidated financial

statements for further discussion. Our clearinghouse holds

material amounts of clearing member cash deposits, which

are held or invested primarily to provide security of capital

while minimizing credit, market and liquidity risks. While we

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

concerned with preservation of capital and managing the

risks associated with these deposits. As the clearinghouse

may remit to the members interest earned at prevailing

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

reduced yield due to market conditions. The following is a

summary of the risks associated with these deposits and how

these risks are mitigated.

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

cash collateral at a central bank, the clearinghouse utilizes

its access to the central bank system to minimize credit risk

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

seek to substantially mitigate credit risk by ensuring that

investments are primarily placed in large, highly rated

financial institutions, highly rated government debt

instruments and other creditworthy counterparties.

•Liquidity Risk: Liquidity risk is the risk a clearinghouse

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

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

this risk, the clearinghouse monitors liquidity requirements

closely and maintains funds and assets in a manner which

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

clearinghouse to such funds and assets. For example,

holding funds with a central bank where possible or

investing in highly liquid government debt instruments

serves to reduce liquidity risks.

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

rates rise causing the value of purchased securities to

decline. If we were required to sell securities prior to

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

securities might be made at a loss relative to the latest

market price. Our clearinghouse seeks to manage this risk

by making short-term investments of members’ cash

deposits. In addition, the clearinghouse investment

guidelines allow for direct purchases or repurchase

agreements with short dated maturities of high quality

sovereign debt (for example, European government and

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

multilateral development bank debt instruments.

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

issuer of a security defaults on its payment when the

security matures. This risk is mitigated by limiting

allowable investments and collateral under reverse

repurchase agreements to high quality sovereign,

government agency or multilateral development bank debt

instruments.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

Chief Executive Officer, and Executive Vice President and

Chief Financial Officer, has evaluated the effectiveness of

Nasdaq’s disclosure controls and procedures (as defined in

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

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

that evaluation, Nasdaq’s Chief Executive Officer and

Executive Vice President and Chief Financial Officer, have

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

disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

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

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

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

quarter ended September 30, 2026 that have materially

affected, or are reasonably likely to materially affect,

Nasdaq’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See “Legal and Regulatory Matters” of Note 17,

“Commitments, Contingencies and Guarantees,” to the

condensed consolidated financial statements for a description

of our legal proceedings, if any.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly

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

factors discussed under “Risk Factors” in our most recent

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

our business, financial condition and results of operations.

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

Additional risks and uncertainties not presently known to us

or that we currently believe to be immaterial may also

adversely affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of

Proceeds

Issuer Purchases of Equity Securities

Share Repurchase Program

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

Stockholders’ Equity,” to the condensed consolidated

financial statements for further discussion of our share

repurchase program.

Purchases of Equity Securities by the Issuer and

Affiliated Purchasers

Under our board approved share repurchase program, we

may repurchase shares from time to time at prevailing market

prices in open market purchases, privately-negotiated

transactions, block purchases, an accelerated share

repurchase program or otherwise, as determined by our

management. As of September 30, 2026, the remaining

aggregate authorized amount under the existing share

repurchase program was $2.2 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 September 30, 2026:


Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
July 2026
Share repurchase program	3,028,732	$90.16	3,028,732	$2,256
Employee transactions	8,523	$81.39	N/A	N/A
August 2026
Share repurchase program	103,268	$94.54	103,268	$2,246
Employee transactions	385	$99.16	N/A	N/A
September 2026
Share repurchase program	435,940	$91.70	435,940	$2,206
Employee transactions	1,041	$93.09	N/A	N/A
Total Quarter Ended September 30, 2026
Share repurchase program	3,567,940	$90.47	3,567,940	$2,206
Employee transactions	9,949	$83.30	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.

•For July 2026, shares listed under share repurchase

program in the table above include repurchases under the

ASR agreement.

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

Stockholders’ Equity,” to the condensed consolidated

financial statements for further discussion of our share

repurchase program.

Item 5. Other Information

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

the Company’s directors or officers adopted, terminated or

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

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

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

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

on September 13, 2026, Adena T. Friedman, Chair and Chief

Executive Officer, adopted a Rule 10b5-1 trading plan to

arrange for, over a period of time in 2027, the sale of up to

100,000 shares of our common stock. The sale may begin as

early as January 4, 2027, pursuant to the terms of the trading

plan, and the plan expires on December 31, 2027. Assuming

all planned sales are completed under the plan, Ms. Friedman

will continue to meet the Company’s executive stock

ownership guidelines and her stake in the Company will

remain significant. The trading plan has been adopted for

financial diversification and tax-planning purposes. Ms.

Friedman’s belief in the Company’s prospects remains

strong. In addition, as part of her tax-planning strategy, Ms.

Friedman expects to donate a portion of her shares of our

common stock in 2027 to charitable organizations and/or a

donor-advised fund, where the gifted shares will be used to

support philanthropic initiatives.

Item 6. Exhibits


Exhibit Number

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 Chief Financial Officer 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.

101		The following materials from the Nasdaq, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025; (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025; and (vi) notes to condensed consolidated financial statements.

104		Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

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 October 22, 2026.


Nasdaq, Inc.
(Registrant)

By:	/s/ Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer
Date:	October 22, 2026


By:	/s/ Sarah Youngwood
Name:	Sarah Youngwood
Title:	Executive Vice President and Chief Financial Officer
Date:	October 22, 2026