10q10k10q10k.net

What changed in Nasdaq, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Nasdaq, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+495 added−470 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-21)

Top changes in Nasdaq, Inc.'s 2025 10-K

495 paragraphs added · 470 removed · 370 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

122 edited+51 added−29 removed101 unchanged
Biggest changeThese businesses remain focused on capturing the opportunities arising from protecting the integrity of the financial system by fighting financial crime and helping our clients solve their most complex risk and compliance challenges. 1 PRODUCTS AND SERVICES Capital Access Platforms Our Capital Access Platforms segment delivers liquidity, transparency and integrity to the corporate issuer and investment community by empowering our clients to effectively navigate the capital markets, achieve their sustainability goals, and drive governance excellence.
Biggest changePRODUCTS AND SERVICES Capital Access Platforms Our Capital Access Platforms segment delivers liquidity , transparency and integrity to the corporate issuer and investment community by empowering our clients to effectively navigate the capital markets, achieve their sustainability goals, and drive governance excellence. We offer a suite of products to assist companies in managing corporate governance standards.
Competition Capital Access Platforms Our Data business includes proprietary data products. Proprietary data products are made up exclusively of data derived from each exchange’s systems. Competition in the data business is influenced by rapidly changing technology and the creation of new product and service offerings.
Capital Access Platforms Our Data business includes proprietary data products. Proprietary data products are made up exclusively of data derived from each exchange’s systems. Competition in the data business is influenced by rapidly changing technology and the creation of new product and service offerings.
Pursuant to the requirements of the Exchange Act, our exchanges must file with and seek approval from the SEC for, among other things, all proposals to change their pricing structure. 10 Nasdaq conducts real-time market monitoring, certain equity surveillance not involving cross-market activity, most options surveillance, rulemaking, enforcement and membership functions through our Nasdaq Regulation department.
Pursuant to the requirements of the Exchange Act, our exchanges must file with and seek approval from the SEC for, among other things, all proposals to change their pricing structure. Nasdaq conducts real-time market monitoring, certain equity surveillance not involving cross-market activity, most options surveillance, rulemaking, enforcement and membership functions through our Nasdaq Regulation department.
Additionally, we face competition from private equity firms that may elect to keep their portfolio companies as private companies. The Listings Services business in Europe is characterized by a large number of exchanges competing for new or secondary listings. Each country has one or more national exchanges, which are often the first choice of companies in each respective country.
Additionally, we face competition from private equity firms that may elect to keep their portfolio companies as private companies. 8 The Listings Services business in Europe is characterized by a large number of exchanges competing for new or secondary listings. Each country has one or more national exchanges, which are often the first choice of companies in each respective country.
Additionally, we offer a number of wireless connectivity offerings between certain data centers using millimeter wave and microwave technology. Market Services Our Market Services segment includes our equity derivative trading and clearing, cash equity trading, fixed income, currency and commodities trading. We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs.
Additionally, we offer a number of wireless connectivity offerings between certain data centers using millimeter wave and microwave technology. 5 Market Services Our Market Services segment includes our equity derivative trading and clearing, cash equity trading, fixed income, currency and commodities trading. We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs.
Through our Governance Solutions products, we provide an industry-leading board meeting management platform, Nasdaq Boardvantage, and consulting services that streamline the meeting process for board of directors and executive leadership teams and enable them to accelerate decision making and strengthen governance. Our Sustainability Solutions includes consulting services and purpose built sustainability reporting software.
Through our Governance Solutions products, we provide an industry-leading board meeting management platform, Nasdaq Boardvantage, and advisory services that streamline the meeting process for board of directors and executive leadership teams and enable them to accelerate decision making and strengthen governance. Our Sustainability Solutions includes consulting services and purpose built sustainability reporting software.
Our strengths in technology, proprietary data, analytics, and capital markets expertise, in conjunction with our broad client base and innovative brand has positioned us favorably to meet the evolving demands of our clientele and deliver in a sustainable way.
Our strengths in technology, proprietary data, analytics, and capital markets expertise, in conjunction with our broad client base and innovative brand has positioned us favorably to meet the evolving demands of our clientele and deliver in a sustainable and scalable way.
INTELLECTUAL PROPERTY We believe that our intellectual property assets are important for maintaining the competitive differentiation of our products, systems, software and services, enhancing our ability to access technology of third parties and maximizing our return on research and development investments.
INTELLECTUAL PROPERTY We believe that our IP assets are important for maintaining the competitive differentiation of our products, systems, software and services, enhancing our ability to access technology of third parties and maximizing our return on research and development investments.
Our comprehensive Total Rewards program reflects our commitment to protecting our employees’ health, well-being and financial security. 15 Our pay-for-performance compensation programs includes market-competitive base salaries, annual bonuses or sales commissions, and equity grants.
Our comprehensive Total Rewards program reflects our commitment to protecting our employees’ health, well-being and financial security. Our pay-for-performance compensation programs includes market-competitive base salaries, annual bonuses or sales commissions, and equity grants.
We distribute this proprietary market information to both market participants and non-participants through a number of proprietary products, including Nasdaq TotalView, our flagship market depth quote product. We offer TotalView products for The Nasdaq Stock Market and our Nasdaq BX, Nasdaq PSX and Nordic markets.
We distribute this proprietary market information to both market participants and non-participants through a number of proprietary products , including Nasdaq TotalView , our flagship market depth quote product. We offer TotalView products for The Nasdaq Stock Market and our Nasdaq BX and Nasdaq PSX markets .
In Sweden, general supervision of the Nasdaq Stockholm exchange is carried out by the SFSA, while Nasdaq Clearing’s role as CCP in the clearing of derivatives is supervised by the SFSA and overseen by the Swedish central bank (Riksbanken).
In Sweden, general supervision of the Nasdaq Stockholm exchange is carried out by the SFSA, while Nasdaq Clearing’s role as CCP in the clearing of derivatives is supervised by the SFSA and overseen by the Swedish central bank.
Our advisory practice helps companies analyze, assess and action best practices as it relates to their sustainability programs. Nasdaq Metrio is our SaaS-based end-to-end sustainability reporting platform that enables corporates to collect, measure, disclose and communicate investor-grade, audited ESG data efficiently across dozens of raters, rankers and framework organizations to drive strategic outcomes and attract investors.
Our advisory practice helps companies analyze, assess and action best practices as it relates to their sustainability programs. Nasdaq Metrio is our cloud-based end-to-end sustainability reporting platform that enables corporates to collect, measure, disclose and communicate investor-grade, audited ESG data efficiently across dozens of raters, rankers and framework organizations to drive strategic outcomes and attract investors.
Through our Nasdaq GoodWorks Corporate Responsibility Program, we have committed to supporting the communities in which we live and work by providing eligible full and part-time employees with two paid days off per year to volunteer. We also match charitable donations of all Nasdaq employees and contractors up to $1,000, or more in certain circumstances, per calendar year.
Through our Purpose@Work Corporate Responsibility Program, we have committed to supporting the communities in which we live and work by providing eligible full and part- time employees with two paid days off per year to volunteer. We also match charitable donations of all Nasdaq employees and contractors up to $1,000, or more in certain circumstances, per calendar year.
Additionally, as a function of the Swedish two-tier supervisory model, certain surveillance of the exchange market is carried out by the 12 Nasdaq Stockholm exchange, through its surveillance function.
Additionally, as a function of the Swedish two-tier supervisory model, certain surveillance of the exchange market is carried out by the Nasdaq Stockholm exchange through its surveillance function.
The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools. Nasdaq Fund Network gathers and distributes daily net asset values from over 50,000 funds and other investment vehicles across North America. Nasdaq Data Link strengthens our position as a leading source for financial, economic, and alternative datasets.
The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools. Nasdaq Fund Network gathers and distributes daily net asset values from over 100,000 funds and other investment vehicles across North America. Nasdaq Data Link strengthens our position as a leading source for financial, economic, and alternative datasets.
Through our eVestment and Solovis platforms, 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.
Through our eVestment platform, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre- investment due diligence, and monitor their portfolios post- investment. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.
We have also created Regulation SCI policies and procedures, updated internal policies and procedures, and developed an information technology governance program to ensure compliance. Regulation of Registered Investment Advisor Subsidiary. Our subsidiary Nasdaq Dorsey Wright, or NDW, is an investment advisor registered with the SEC under the Investment Advisors Act of 1940.
We have also created Regulation SCI policies and procedures, updated internal policies and procedures, and developed an information technology governance program to ensure compliance. Regulation of Registered Investment Advisor Subsidiary. Our subsidiary Nasdaq Dorsey Wright, or NDW, is an investment advisor registered with the SEC under the Investment Advisers Act of 1940.
Our sustainability-focused solutions are centered around three strategic pillars to meet our audience’s needs in a rapidly evolving market: • Regulatory-focused Workflows: A powerful, built-for-purpose sustainability data management platform with user-friendly workflows for the most impactful regulation and climate strategy needs. • AI-powered Insights: Proprietary insights powered by trusted data sources and generative AI to provide our users with a better lens to make faster sustainability decisions. • In-house Expertise: In-house sustainability expertise combined with technology to provide full-service support to organizations navigating global compliance requirements, while also monitoring the capital markets.
Our sustainability-focused solutions are centered around three strategic pillars to meet our client’s needs in a rapidly evolving market: • Regulatory and climate focused Workflows: A powerful, built-for-purpose sustainability data management platform with user-friendly workflows for regulation and climate strategy needs. • AI-powered Insights: Proprietary insights powered by trusted data sources and generative AI to provide our users with a better lens to make faster sustainability decisions. • In-house Expertise: In-house sustainability expertise combined with technology to provide full-service support to organizations navigating global compliance requirements, while also monitoring the capital markets.
Additional information regarding our human capital management matters can be found in our annual Sustainability Report, which will be available on our website later in 2025. Our Sustainability Report and other information on our website are not incorporated by reference into this Annual Report on Form 10-K.
Additional information regarding our human capital management matters can be found in our annual Sustainability Report, which will be available on our website later in 2026. Our Sustainability Report and other information on our website are not incorporated by reference into this Annual Report on Form 10-K.
NASDAQ WEBSITE AND AVAILABILITY OF SEC FILINGS We file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. Our website is ir.nasdaq.com.
NASDAQ WEBSITE AND AVAILABILITY OF SEC FILINGS We file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. Our website is nasdaq.com and our Investor Relations website is ir.nasdaq.com.
We are focused on amplifying the impact that AI has on the business and in our products. We continue to develop products and services using AI, including generative AI, and the use of AI in product development remains a priority for us in 2025.
We are focused on amplifying the impact that AI has on our business and in our products. We continue to develop products and services using AI, including generative AI, and the use of AI in product development remains a priority for us in 2026.
To support our business objectives and benefit from our investments in research and development, we actively create and maintain a wide array of intellectual property assets, including patents and patent applications related to our innovations, products and services; trademarks related to our brands, products and services; copyrights in software and creative content; trade secrets; and through other intellectual property rights, licenses of various kinds and contractual provisions.
To support our business objectives and benefit from our investments in research and development, we actively create and maintain a wide array of IP assets, including patents and patent applications related to our innovations, products and services; trademarks related to our brands, products and services; copyrights in software and creative content; trade secrets; and through other IP rights, licenses of various kinds and contractual provisions.
Nasdaq’s market technology solutions are utilized by leading markets in North America, Europe, Asia, Middle East, Latin America and Africa. These solutions can handle a wide array of assets, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currencies.
Nasdaq’s market technology solutions are utilized by leading markets in North America, Europe, Asia, Middle East, Latin America and Africa. These solutions can handle a wide array of asset classes, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currencies.
We have continued our focus on improving the security of our technology with an emphasis on employee awareness through training, targeted phishing education campaigns, and new tool deployment for our securities operations team. See “Item 1A. Risk Factors” in this Annual Report on Form 10-K for further discussion.
We have continued our focus on improving the security of our technology with an emphasis on new tool deployment for our securities operations team, targeted phishing campaigns and employee awareness. See “Item 1A. Risk Factors” in this Annual Report on Form 10-K for further discussion.
Our registered broker-dealers are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements. As of December 31, 2024, each of our broker-dealers were in compliance with applicable capital requirements. Regulatory contractual relationships with FINRA.
Our registered broker-dealers are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with 12 certain minimum capital requirements. As of December 31, 2025, each of our broker-dealers were in compliance with applicable capital requirements. Regulatory contractual relationships with FINRA.
For example, our primary “Nasdaq” mark is a registered trademark that we actively seek to protect in the U.S. and in over 50 other countries worldwide. Over time, we have accumulated a robust portfolio of issued patents in the U.S. and in many other jurisdictions across the world.
For example, our primary “Nasdaq” mark is a registered trademark that we actively seek to protect in the U.S. and in ov er 50 other jurisdictions worldwide. Over time, we have accumulated a robust portfolio of issued patents in the U.S. and in many other jurisdictions across the world.
Nasdaq Stockholm’s exchange activities are regulated primarily by the SSMA, which implements MiFID II into Swedish law and which sets up basic requirements for the board of directors of the exchange and the exchange’s share capital, and which also outlines the conditions on which exchange licenses are issued.
Nasdaq Stockholm’s exchange activities are regulated primarily by the SSMA, which implements MiFID II into Swedish law and which sets up basic requirements for the board of directors of the exchange and the exchange ’ s share capital, and which also outlines the conditions on which exchange licenses are issued.
Our market technology business currently offers its services to several digital assets exchanges, and the SaaS-based Marketplace Services Platform provides next-generation marketplace capabilities spanning the transaction lifecycle to facilitate the exchange of assets, services and information across various types of market ecosystems and machine-to-machine transactions. Our market technology business also provides complex delivery management and systems integration.
Our market technology business currently offers its services to several digital assets exchanges, and the SaaS-based Marketplace Services Platform provides next-generation marketplace capabilities spanning the transaction lifecycle to facilitate the exchange of assets, services and information across various types of market ecosystems and machine-to-machine transactions. Our Capital Markets Technology businesses also provide complex delivery management and systems integration.
Competition among exchanges for trading European equity derivatives tends to occur where there is competition in the trading of the underlying equities. In addition to exchange-based competition, we face competition from OTC derivative markets. 8 The implementation of MiFID II and MiFIR has resulted in further competitive pressure on our European trading business.
Competition among exchanges for trading European equity derivatives tends to occur where there is competition in the trading of the underlying equities. In addition to exchange-based competition, we face competition from OTC derivative markets. MiFID II and MiFIR have resulted in further competitive pressure on our European trading business.
The Calypso platform, leveraging modern technology, is versatile and serves customers across different industries, including banks, central banks, buy-side clients, government-sponsored entities and corporate clients, and can quickly adapt to changing paradigms including new asset classes, regulations, trading venues, and trading and processing workflows.
The Calypso platform, leveraging modern technology, is versatile and serves more than 20 central banks and other customers across different industries, including banks, buy- side clients, government-sponsored entities and corporate clients, and can quickly adapt to changing paradigms including new asset classes, regulations, trading venues, and trading and processing workflows.
HUMAN CAPITAL MANAGEMENT Nasdaq has continued to strengthen our commitment to, and investment in, attracting, retaining, developing and motivating our employees during 2024.
HUMAN CAPITAL MANAGEMENT Nasdaq has continued to strengthen our commitment to, and investment in, attracting, retaining, developing and motivating our employees during 2025.
Competitors to our AxiomSL solutions, which includes financial, statistical and prudential reporting as well as shareholder disclosures, trade reporting and ESG reporting, include large independent solution providers, in-house solutions at financial institutions as well as some smaller independent point solution providers.
Competitors to our AxiomSL solutions, which support financial, statistical and prudential reporting as well as shareholder disclosures, trade reporting and ESG reporting, include large independent solution providers, in‑house solutions at financial institutions and smaller independent point solution providers.
To fulfill its obligations as the processor, The Nasdaq Stock Market has designed, implemented, maintained, and operated a data processing and communications system, hardware, software and communications infrastructure to provide processing for the UTP Plan.
The Nasdaq Stock Market also serves as the administrator for the UTP Plan. To fulfill its obligations as the processor, The Nasdaq Stock Market has designed, implemented, maintained, and operated a data processing and communications system, hardware, software and communications infrastructure to provide processing for the UTP Plan.
Our combined options market share in 2024 represented the largest share of the U.S. market for multi-listed equity options.
Our combined options market share in 2025 represented the largest share of the U.S. market for multi-listed equity options.
Nasdaq Fixed Income, or NFI, provides a wide range of products and services, such as trading and clearing, for fixed income products in Sweden, Denmark, Finland, Iceland, Estonia, Lithuania and Latvia. Nasdaq is the largest bond listing venue in the Nordics, with more than 5,600 listed retail and institutional bonds.
Nasdaq Fixed Income, or NFI, provides a wide range of products and services, such as trading and clearing, for fixed income products in Sweden, Denmark, Finland, Iceland, Estonia, Lithuania and Latvia. Nasdaq is the largest bond listing venue in the Nordics, with more than 6,00 0 listed retail and institutional bonds.
Workflow & Insights Workflow & Insights includes our analytics and corporate solutions products. Our analytics products provide asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds.
Our analytics products provide asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds.
To access these filings, go to our website and click on “Financials” then click on “SEC Filings.” 16
To access these filings, go to our website and click on “Financials” then click on “SEC Filings. ” 17
Additionally, we expanded our existing colocation facility to meet the growing demand of market participants that seek proximity to the Nasdaq trading systems. Our expanded and enhanced facility is designed to provide the optimal environment for the next generation of compute workloads and offer clients access to a wider range of services and capabilities.
Additionally, we completed another expansion of our existing colocation facility to meet the growing demand of market participants that seek proximity to the Nasdaq trading systems. Our expanded and enhanced facility is designed to provide the optimal environment for the next generation of compute workloads and offer clients access to a wider range of services and capabilities including liquid cooling.
Suspected insider trading is reported to the appropriate authorities in the respective country. 13 In the United Kingdom, The Nasdaq Stock Market, Nasdaq Oslo ASA, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, and Nasdaq Helsinki Ltd are each subject to regulation by the Financial Conduct Authority as “Recognised Overseas Investment Exchanges.” Nasdaq Clearing is registered as a recognized third country CCP with the Bank of England under the temporary recognition regime.
In the United Kingdom, The Nasdaq Stock Market, Nasdaq Oslo ASA, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, and Nasdaq Helsinki Ltd are each subject to regulation by the Financial Conduct Authority as “Recognised Overseas Investment Exchanges.” Nasdaq Clearing is registered as a recognized third country CCP with the Bank of England under the temporary recognition regime.
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 is a global leader in risk data management and regulatory reporting solutions for the financial industry, covering more than 170 regulators in more than 60 countries , including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures.
Our Nasdaq Verafin solution provides the tools to help more than 2,600 North American financial institutions with regulatory compliance as well as detect, investigate and report money laundering and financial fraud. Regulatory Technology Regulatory Technology includes AxiomSL and surveillance solutions.
Our Nasdaq Verafin solution provides the tools to help more than 2,750 North American financial institutions, including G-SIBs , with regulatory compliance as well as detect, investigate and report money laundering and financial fraud. 4 Regulatory Technology Regulatory Technology includes our AxiomSL and surveillance solutions.
We are committed to the ethical and responsible use of AI in our products, services and business operations.
We are committed to the ethical and responsible use of AI i n our products, services and business operations.
As of December 31, 2024, a total of 5,249 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges.
As of December 31, 2025 , a total of 5,599 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges.
We are currently leveraging AI to further develop products and solutions in areas such as investment analytics, investor relations and fraud and anti-money laundering, as well as to modernize markets with the SEC approval of the first AI-powered order type.
We are currently leveraging AI to further develop products and solutions in areas such as investment analytics, investor relations and fraud and anti-money laundering, as well as to modernize markets with our AI-powered order type.
Nasdaq Clearing also operates a clearing service for the resale and repurchase agreement market. Nasdaq Commodities is the brand name for Nasdaq’s European commodity-related products and services such as trading and clearing. Nasdaq Commodities’ offerings include derivatives in power, natural gas and carbon emission 5 markets, seafood and electricity certificates.
Nasdaq Clearing also operates a clearing service for the resale and repurchase agreement market. Nasdaq Commodities is the brand name for Nasdaq’s European commodity-related products and services such as trading and clearing. Nasdaq Commodities’ offerings include derivatives in power, natural gas and carbon emission markets and electricity certificates. These products are listed on Nasdaq Oslo ASA.
We seek new listings from companies conducting IPOs, including SPACs, and direct listings as well as companies looking to switch from alternative exchanges.
In the U.S., we seek new listings from companies conducting IPOs, including SPACs, and direct listings as well as companies looking to switch from alternative exchanges.
Our surveillance solutions include a SaaS platform designed for banks, brokers and other market participants to assist in complying with market rules, regulations and internal market surveillance policies and serves more than 170 clients. We also provide a solution to regulators and exchanges with a robust platform to manage cross-market, cross-asset and multi-venue surveillance.
Our surveillance cloud-enabled and on-premises solution is designed for banks, brokers and other market participants to assist in complying with market rules, regulations and internal market surveillance policies and serves more than 170 clients. We also provide our solution to regulators and exchanges with a robust platform to manage cross-market, cross-asset and multi-venue surveillance.
Financial Technology The Financial Technology segment delivers world leading platforms that improve the liquidity, transparency and integrity of the global economy by architecting and operating the world’s best markets. This segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology businesses.
Financial Technology The Financial Technology segment delivers world leading platforms that improve the l iquidity, transparency and integrity of the global economy by architecting and operating the world ’ s best markets. This segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology businesses.
If there is suspicion that a listed company or member has acted in breach of exchange regulations, the matter is handled by the respective surveillance department. Serious breaches are considered by the respective disciplinary committee in Denmark, Finland, Iceland, Sweden and Norway.
If there is suspicion that a listed company or member has acted in breach of exchange regulations, the matter is handled by the respective surveillance department. Serious breaches are considered by the respective disciplinary committee in Denmark, Finland, Iceland, Sweden and Norway. Suspected insider trading is reported to the appropriate authorities in the respective country.
In addition, we own a minority interest in NPM. Nasdaq Execution Services operates as our routing broker for sending orders from Nasdaq’s U.S. cash equity and options exchanges to other venues for execution.
In addition, we own a minority interest in The NASDAQ Private Market, LLC. Nasdaq Execution Services operates as our routing broker for sending orders from Nasdaq ’ s U.S. cash equity and options exchanges to other venues for execution.
This offering powers surveillance for more than 50 exchanges and 18 regulators. Capital Markets Technology Capital Markets Technology includes our Calypso and market technology solutions as well as trade management services. Calypso is a leading platform providing cross-asset, front-to-back trading, treasury, risk and collateral management solutions.
This offering powers surveillance for more than 50 exchanges and 22 regulators. Capital Markets Technology Capital Markets Technology includes our Calypso and market technology solutions as well as trade management services. C alypso is a leading cloud-enabled platform p roviding cross- asset, front-to-back trading, treasury, risk and collateral management solutions.
In February 2008, Nasdaq and OMX AB combined their businesses, and we changed our corporate name to The NASDAQ OMX Group, Inc. This transformational combination resulted in the expansion of our business from a U.S.-based exchange operator to a global exchange company offering technology that powers our own exchanges and markets as well as many other marketplaces around the world.
In February 2008, Nasdaq and OMX AB combined their businesses, leading to a transformational combination and expansion of our company from a U.S.-based exchange operator to a global exchange company offering technology that powers our own exchanges and markets as well as many other marketplaces around the world.
We are a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, banks, brokers, buy-side firms and corporate businesses, and power more than 135 marketplaces (including those operated by Nasdaq) and regulators, in more than 55 countries.
We are a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, banks, brokers, buy-side firms and corporate businesses. Th rough our Financial Technology solutions, we power more than 135 marketplaces (including 19 owned and operated by Nasdaq) and regulators, in more than 5 5 countries.
In the U.S., our options markets compete with exchanges operated by Cboe Global Markets, Inc., or Cboe, Miami International Holdings, Inc., or MIAX, Intercontinental Exchange, Inc., or ICE, Members Exchange and BOX Options Market. In the U.S., our cash equities markets compete with exchanges operated by Cboe, ICE, MIAX, The Investors Exchange, Members Exchange and Long Term Stock Exchange.
In the U.S., our options markets compete with exchanges operated by Cboe Global Markets, Inc., or CBOE , Miami International Holdings, Inc., or MIAX, Intercontinental Exchange , Inc., or ICE, Members Exchange, or MEMX, and BOX Options Market.
Index data products include our Global Index Data Service, which delivers real-time index values throughout the trading day, and Global Index Watch/Global Index File Delivery Service, which delivers daily and historical weightings and components data, corporate actions and a breadth of additional data for the indices that we operate.
Index data products include our Global Index Data Service, which delivers r eal-time and historical index values throughout the trading day , and Global Index Watch/Global Index File Delivery Service, which delivers daily and historical weightings and components data, corporate actions and a breadth of additional data for the indices that we operate. 3 Workflow & Insights Workflow & Insights includes our analytics and corporate solutions products.
In addition, Regulation NMS requires that every national securities exchange on which an NMS stock is traded and every national securities association act jointly pursuant to one or more national market system plans to disseminate consolidated information, including a national best bid and national best offer, on quotations for transactions in NMS stocks, and that such plan or plans provide for the dissemination of all consolidated information for an individual NMS stock through a single plan processor. 11 The UTP Plan was filed with and approved by the SEC as a national market system plan in accordance with the Exchange Act and Regulation NMS to provide for the collection, consolidation and dissemination of such information for Nasdaq-listed securities.
In addition, Regulation NMS requires that every national securities exchange on which an NMS stock is traded and every national securities association act jointly pursuant to one or more national market system plans to disseminate consolidated information, including a national best bid and national best offer, on quotations for transactions in NMS stocks, and that such plan or plans provide for the dissemination of all consolidated information for an individual NMS stock through a single plan processor.
During 2024, we also maintained, and continued to expand, our portfolio of sustainability services and solutions for our clients and stakeholders. In 2024, we requested our existing leading suppliers by spend to attest to our Supplier Code of Ethics.
During 2025, we maintained and enhanced our portfolio of sustainability services and solutions for our clients and stakeholders. In 2025, we again requested our existing leading suppliers by spend to attest to our Supplier Code of Ethics.
Our business segments complement each other and we believe that our strong competitive position in large, high-growth markets positions us for sustained growth. 6 Our Value Proposition We operate leading platforms that can improve the liquidity, transparency, and integrity of the global financial ecosystem, allowing us to: • Develop efficient and reliable technologies to facilitate and protect the financial system across asset classes; • Empower our clients to effectively navigate the capital markets, achieve their sustainability goals, and maintain corporate governance excellence; and • Provide data, tools and insights that drive sound decision making while complying with evolving regulatory requirements.
Our Value Proposition We operate leading platforms that can improve the liquidity, transparency, and integrity of the global financial ecosystem, allowing us to: • Develop efficient and reliable technologies to facilitate and protect the financial system across asset classes; • Empower our clients to effectively navigate the capital markets, achieve their sustainability goals, and maintain corporate governance excellence; and • Provide data, tools and insights that drive sound decision making while complying with evolving regulatory requirements.
Competitors to our Calypso product, which includes solutions for cross-asset, front-to-back trading, treasury, risk and collateral management, include enterprise solution providers as well as local and regional providers focusing on smaller clients. Competition among larger clients, such as global banks, typically includes internally developed solutions. Other competitors include point solution companies, such as pricing library providers, and post-trade service providers.
Competitors to our Calypso product, which provides cross‑asset, front‑to‑back trading, treasury, risk and collateral management solutions, include enterprise solution providers, local and regional providers focused on smaller clients, and point solution providers, such as pricing libraries and post‑trade service providers. For larger clients, including global banks, competition also includes internally developed solutions.
These programs, coupled with our hybrid work schedules, are designed to meet the various needs of our workforce. In 2024, we continued to build awareness of our wellness programs and increase support to our employees through on-site and virtual events such as Wellness Week and World Mental Health Day.
These programs, coupled with our hybrid work schedules, are designed to meet the various needs of our workforce. In 2025, we continued to build awareness of our wellness programs and increase support to our employees through on- site and virtual events and the launch of Lyra Health, our new mental health and wellbeing provider.
As of December 31, 2024, Nasdaq had 9,162 full and part-time employees, including employees of non-wholly owned consolidated subsidiaries. Flexible and Hybrid Workplace Following the COVID pandemic, we re-shaped our expectations of the work environment. Most of our employees balance their time between several days in the office and several days working from home, contributing to a positive work-life balance.
As of December 31, 2025, Nasdaq had 9,525 full and part- time employees, including employees of non-wholly owned consolidated subsidiaries. Flexible and Hybrid Workplace The majority of our employees balance their time between several days in the office and several days working from home, contributing to a positive work-life balance.
In addition, Nasdaq maintained industry leading scores from ESG rating agencies, including a rating of “AA,” from MSCI placing Nasdaq in MSCI’s “Leaders” category. 9 Our environmental footprint is relatively small due to the nature of our business operations.
In 2025, we were named a CDP A List company for our environmental programs and transparency. In addition, Nasdaq maintained industry leading scores from ESG rating agencies, including a rating of “AA,” from MSCI placing Nasdaq in MSCI’s “Leaders” category. Our environmental footprint is relatively small due to the nature of our business operations.
We operate a licensed exchange, Nasdaq Oslo ASA, in Norway that trades and lists commodity derivatives. Although Norway is not a member of the EU, as a result of the European Economic Area, or EEA, agreement (entered into between the EU and European Free Trade Association) the regulatory environment is broadly similar to what applies in EU member states.
Although Norway is not a member of the EU, as a result of the European Economic Area, or EEA, agreement (entered into between the EU and European Free Trade Association) the regulatory environment is broadly similar to what applies in EU member states.
The benefits team also started “well-being moments,” which are monthly reminders shared in employee newsletters and town hall meetings to improve the physical, mental and financial health of our employees in their personal and professional life.
The launch of Lyra Health provided employees with a number or mental health workshops and resources. The benefits team also continued providing “well-being moments,” which are monthly reminders shared in employee newsletters and town hall meetings to improve the physical, mental and financial health of our employees in their personal and professional life.
Our Value Proposition: We deliver world-leading platforms that improve the liquidity, transparency and integrity of the global economy. Our Strategy: In 2017, we implemented a new strategic direction with the aim of optimizing the deployment of resources, human capital, and financial assets towards our most promising growth opportunities.
Our Value Proposition: We deliver world-leading platforms that advance the liquidity, transparency, and integrity of the global economy. Our Strategy: Our strategic direction is aimed at optimizing the deployment of resources, human capital, and financial assets towards our most promising growth opportunities.
We offer a suite of products to assist companies in managing corporate governance standards. Our Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights. Data & Listing Services Our North American and European data products enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally.
Our Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights. 2 Data & Listing Services Our North American and European data products enhance transparency of market activity within our exchanges and provide critical information to professional and non- professional investors globally.
To facilitate the exchange migration to AWS, Nasdaq will also leverage its Fusion technology platform. Fusion positions Nasdaq’s North American and European markets to manage, operate and deploy a common platform that can be used across our nine Nasdaq derivative markets, while enabling our markets for cloud deployment .
Fusion positions Nasdaq’s North American and European derivatives markets to manage, operate and deploy a common platform that can be used across our nine Nasdaq derivative markets, while enabling our markets for cloud deployment .
We believe that our focus on AI to enhance features of our existing offerings and in the development of new solutions, together with our significant proprietary data sets and our use of AI to drive internal operating efficiencies, provides us with a competitive advantage. During 2024, Nasdaq continued its shift from traditional on-premises deployments by utilizing and deploying cloud infrastructure.
We believe that our focus on AI to enhance features of our existing offerings and in the development of new solutions, together with our significant proprietary data sets and our use of AI to drive internal operating efficiencies, provides us with a competitive advantage.
In 2024, our internal employee engagement score, based on our biannual employee engagement surveys, which most recently had a 94% participation rate, reached its record high rating of 80% favorable, with 14% neutral, placing us in the top 10% of tech companies, according to our survey provider.
Nasdaq seeks to hire world-class and innovative talent across the globe. 15 In 2025, our internal employee engagement score, based on our biannual employee engagement surveys, which most recently had a 94% pa rticipation rate, reached its record high rating of 81% favorable, with 14 % neutral, placing us in the top 10% of tech companies, according to our survey provider.
The 2024 new listings were comprised of the following: Operating company IPOs 130 SPAC IPOs 50 Switches from the New York Stock Exchange LLC, or NYSE, and the NYSE American LLC, or NYSE American 17 Upgrades from OTC 22 ETPs and Other Listings 244 Total 463 The Nasdaq Stock Market eligible IPO win rates: 2024 total 82 % Operating companies 80 % During 2024, we had 17 new listings resulting from operating companies switching their listings from NYSE or NYSE American to join The Nasdaq Stock Market as well as 13 ETP switches, included in ETPs and other listings in the table above.
The 2025 new listings were comprised of the following: The Nasdaq Stock Market Operating company IPOs 155 SPAC IPOs 126 Switches from the New York Stock Exchange LLC, or NYSE, and the NYSE American LLC, or NYSE American 20 Upgrades from OTC 31 ETPs and Other Listings 452 Total 784 During 2025, we had 20 new listings resulting from operating companies switching their listings from NYSE or NYSE American to join The Nasdaq Stock Market as well as 5 ETP switches, included in ETPs and other listings in the table above.
Nasdaq Oslo ASA is the commodity derivatives exchange for European products. All trades with Nasdaq Oslo ASA are subject to clearing with Nasdaq Clearing, which offers CCP clearing services for commodities options and futures. We also own a majority stake in Puro.earth, a Finnish-based leading platform for carbon removal.
All trades with Nasdaq Oslo ASA are subject to clearing with Nasdaq Clearing, which offers CCP clearing services for commodities options and futures. 6 We also own a majority stake in Puro.earth, a Finnish-based leading platform for carbon removal. Puro.earth offers engineered carbon removal instruments that are verified and tradable through an open, online platform.
In addition, The Nasdaq Stock Market similarly competes for the tape fees from the sale of information on securities listed on other markets. In Europe, our cash equities markets compete with exchanges such as Euronext N.V., Deutsche Börse AG, London Stock Exchange Group plc, or LSE, and many Multilateral Trading Facilities, or MTFs, such as Cboe, Turquoise and Aquis.
In Europe, our cash equities markets compete with exchanges such as Euronext N.V., Deutsche Börse AG, London Stock Exchange Group plc, or LSE, and many Multilateral Trading Facilities, or MTFs, such as Cboe, Turquoise and Aquis.
Our solutions can also be used in the creation of new asset classes by non-capital markets customers. We continue to develop our SaaS business portfolio by extending and migrating our current offerings to SaaS. We provide and deliver mission-critical solutions to market infrastructure operators, which include exchanges, regulators, clearinghouses and central securities depositories.
We continue to develop our business portfolio by extending and migrating our current offerings to the cloud. We provide and deliver mission-critical solutions to market infrastructure operators, which include exchanges, regulators, clearinghouses and central securities depositories.
The shift to cloud-based markets enables Nasdaq to provide its clients access to enhanced capabilities, including virtual connectivity services, market analytics and machine learning. We also expect to continue to leverage the cloud-based infrastructure for our market technology clients, assisting such clients in developing their own platforms and customizing their offerings for their local, rapidly changing industry dynamics.
We also expect to continue to leverage the cloud-based infrastructure for our market technology clients, assisting such clients in developing their own platforms and customizing their offerings for their local, rapidly changing industry dynamics.
As of December 31, 2024, a total of 4,075 companies listed securities on The Nasdaq Stock Market, with 1,383 listings on The Nasdaq Global Select Market, 1,366 on The Nasdaq Global Market and 1,326 on The Nasdaq Capital Market.
As of December 31, 2025 , a total of 4,480 companies listed securities on The Nasdaq Stock Market, with 1,316 listings on The Nasdaq Global Select Market, 1,750 on The Nasdaq Global Market and 1,414 on The Nasdaq Capital Marke t.
Nasdaq Verafin's comprehensive solutions help financial institutions tackle complex problems, including payments fraud targeting all payment channels. Our innovative AI-based Targeted Typology Analytics solution examines a range of behavioral, transactional, third-party, and consortium insights for more effective detection of crimes with fewer false positives and high quality results.
Our innovative AI-based Targeted Typology Analytics solution examines a range of behavioral, transactional, third- party, and consortium insights for more effective detection of crimes with fewer false positives and high quality results.
We also face competition from ATSs, known as “dark pools,” and other less-heavily regulated broker-owned trade facilitation systems, as well as from other types of OTC trading. In Canada, our cash equities exchange competes principally with exchanges such as the Toronto Stock Exchange, or TSX. Our U.S.
In the U.S., our cash equities markets 9 compete with exchanges operated by Cboe, ICE, MIAX, the TXSE Group , The Investors Exchange, MEMX and Long Term Stock Exchange. We also face competition from ATSs, known as “dark pools,” and other less-heavily regulated broker-owned trade facilitation systems, as well as from other types of OTC trading.
Our solutions can handle a wide array of assets, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currencies.
We serve approximately 3,800 global clients, including all Global Systemically Important Banks, or G-SIBs . Our solutions can handle a wide array of assets, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currenci es.
Puro.earth offers engineered carbon removal instruments that are verified and tradable through an open, online platform. Puro.earth’s marketplace capabilities add to our suite of sustainability-focused technologies and workflow solutions and give our clients further resources to achieve their sustainability objectives. ENABLERS, DIFFERENTIATORS AND COMPETITION Technology Technology plays a key role in ensuring the growth, reliability and regulation of financial markets.
Puro.earth’s marketplace capabilities add to our suite of sustainability- focused technologies and workflow solutions and give our clients further resources to achieve their sustainability objectives. Technology and technological strengths Technology plays a key role in ensuring the growth, reliability and regulation of financial markets.
Since its inception in 2017, our venture program has grown in size and has invested in companies covering various sectors, including data, analytics and workflow technologies, blockchain and digital assets, market infrastructure, anti-financial crime, new marketplaces and enabling technologies. As of December 31, 2024, our investments, which primarily include equity and convertible debt investments, were valued at $218 million.
Since its inception in 2017, our venture program has grown in size and has invested in companies covering various sectors, including data, analytics and workflow technologies, blockchain and digital assets, market infrastructure, anti-financial crime, new marketplaces and enabling technologie s.

… 122 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

102 edited+21 added−23 removed140 unchanged
Biggest changeAdditionally, some colocation customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems. 30 Because we have operations in numerous countries, we are exposed to currency risk. We have operations in the U.S., the Nordic and Baltic countries, Canada, the United Kingdom, Australia and many other foreign countries.
Biggest changeHowever, any interruption in our critical business functions or systems could negatively impact our financial condition and operating results. Additionally, some of our market services and financial technology customers may lack adequate disaster recovery solutions to avoid loss of trade flow from a sustained interruption of our critical systems.
There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time. Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.
A system breach may go undetected for an extended period of time. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.
Because a significant 18 percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is likely that a general decline in trading and clearing volumes or values would lower revenues and may adversely affect our operating results if we are unable to offset falling volumes or values through pricing changes.
Because a significant percentage of our revenues is tied directly to the volume or value of securities traded and cleared on our markets, it is likely that a general decline in trading and clearing volumes or values would lower revenues and may adversely affect our operating results if we are unable to offset falling volumes or values through pricing changes.
Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regarding cybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations. The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry.
Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regarding cybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations. 20 The success of our business depends on our ability to keep up with rapid technological and other competitive changes affecting our industry.
GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act; • the coordination of geographically separate organizations; • the coordination and consolidation of ongoing and future research and development efforts; • possible tax costs or inefficiencies associated with integrating the operations of a combined company; • the retention of strategic partners and attracting new strategic partners; and • negative impacts on employee morale and performance as a result of job changes and reassignments. 21 Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries.
GAAP and U.S. securities laws and regulations, including the Sarbanes-Oxley Act of 2002, required as a result of our status as a reporting company under the Exchange Act; • the coordination of geographically separate organizations; • the coordination and consolidation of ongoing and future research and development efforts; • possible tax costs or inefficiencies associated with integrating the operations of a combined company; • the retention of strategic partners and attracting new strategic partners; and • negative impacts on employee morale and performance as a result of job changes and reassignments. 22 Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries.
We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition. For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions and strategic initiatives.
We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition. For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions.
In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market 25 structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets.
In recent years, there has been increased regulatory and governmental focus on issues affecting the securities markets, including market structure, technological oversight and fees for proprietary market data, connectivity and transactions. The SEC, FINRA and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets.
Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit.
Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our 25 pricing structure, must be reviewed and in many cases explicitly approved by the SEC. The SEC may approve, disapprove, or recommend changes to proposals that we submit.
Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise. 29 Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm.
Additionally, the likelihood of such errors or vulnerabilities is heightened as we acquire new products from third parties, whether as a result of acquisitions or otherwise. Data, other content or information that we distribute may contain errors or be delayed, causing reputational harm.
For example, we must continue to enhance our platforms and, where relevant, 19 our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected.
For example, we must continue to enhance our platforms and, where relevant, our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected.
New cybersecurity, privacy, data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation.
New cybersecurity, privacy, 27 data sovereignty, and resiliency regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation.
Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock. 31 Item 1B. Unresolved Staff Comments None.
Finally, many of the European countries where we operate regulated entities require prior governmental approval before an investor acquires 10% or greater of our common stock . Item 1B. Unresolved Staff Comments None.
Any system issue, whether as a result of an intentional breach, collateral damage from a cybersecurity incident involving our supply chain vendors, a negligent or malicious act by an insider, or the use of AI by bad actors, including the use of such tools to engage in social engineering or similar activities, or due to a cybersecurity breach of a customer that results in a loss of our data or compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our intellectual property or sensitive data; lower trading volumes or values, significant liabilities, litigation or regulatory fines; or otherwise have a negative impact on our business, our products and services, financial condition and operating results.
Any system issue, whether as a result of an intentional breach, collateral damage from a cybersecurity incident involving our supply chain vendors, a negligent or malicious act by an insider, or the use of AI by bad actors, including the use of such tools to engage in social engineering or similar activities, or due to a cybersecurity breach of a customer that results in a loss of our data or compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our IP or sensitive data; lower trading volumes or values, significant liabilities, litigation or regulatory fines; or otherwise have a negative impact on our business, our products and services, financial condition and operating results.
In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas. We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage and vandalism.
In addition, our U.S. and European businesses are heavily concentrated in particular areas and may be adversely affected by events in those areas. We may incur losses as a result of unforeseen or catastrophic events, such as terrorist attacks, natural disasters, pandemics, extreme weather, fire, power loss, telecommunications failures, human error, theft, sabotage, vandalism, and other crime.
We could experience a systems failure due to human error by our employees, contractors or vendors, electrical or telecommunications failures or disruptions, hardware or software failures or defects, cyberattacks, sabotage or similar unexpected events. These consequences could result in service outages, lower trading volumes or values, financial losses, decreased customer satisfaction, litigation and regulatory sanctions.
We could experience a systems failure due to human error by our employees, contractors or vendors, electrical or telecommunications failures or disruptions, hardware or software failures or defects, cyberattacks, sabotage or similar unexpected events. These consequences could result in service outages, including to our exchanges, lower trading volumes or values, financial losses, decreased customer satisfaction, litigation and regulatory sanctions.
In our technology operations, we have invested substantial amounts in the development of system platforms, the rollout of our platforms and the adoption of new technologies, including cloud-based infrastructure and AI for certain of our offerings. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments.
In our technology operations, we have invested substantial amounts in the development of system platforms, the rollout of our platforms and the adoption of new technologies, including cloud-based infrastructure and AI. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments.
Additionally, we are subject to the obligations under the Benchmark Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices. Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges.
Additionally, we are subject to the obligations under the Benchmarks Regulation ((EU) 2016/1011), compliance with which could be costly or cause a change in our business practices. Certain of our customers operate in a highly regulated industry. Regulatory authorities could impose regulatory changes that could impact the ability of our customers to use our exchanges.
While the number of IPOs on our exchanges increased in 2024 as compared to 2023, there is no assurance that demand for IPOs will continue at the same or higher rate. Our Capital Access Platforms segment may be significantly affected by global economic conditions.
While the number of IPOs on our exchanges increased in 2025 as compared to 2024, there is no assurance that demand for IPOs will continue at the same or higher rate. Our Capital Access Platforms segment may be significantly affected by global economic conditions.
Our markets and the markets that rely on our technology have experienced system failures and delays in the past and we could experience future system failures and delays.
Our products, markets and the markets that rely on our technology have experienced system failures and delays in the past and we could experience future system failures and delays.
While we have programs in place to identify and minimize our exposure to vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future.
While we have programs in place to identify and minimize our exposure to technology and communication system vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future.
Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents’ personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance.
Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, the California Privacy Rights Act and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents ’ personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate our compliance.
The liberalization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition. As a result, both in the U.S. and in other countries, the competition among exchanges and other execution venues has become more intense.
The modernization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition. As a result, both in the U.S. and in other countries, the competition among exchanges and other execution venues has become more intense.
AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment.
AWS operates a plat form that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment.
Adverse conditions may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching IPOs, including SPACs, and direct listings.
Adverse conditions or regulatory changes may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching IPOs, including SPACs, and direct listings.
Any system issue that causes an interruption in services, decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results. We must continue to introduce new products, initiatives and enhancements to maintain our competitive position.
Any issue that causes an interruption in services, including to our exchanges; decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results. We must continue to introduce new products, initiatives and enhancements to maintain our competitive position.
Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results.
Our AI initiatives and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results.
Changes in tax laws, regulations, trade policies or other policies, including with respect to renewable energy tax credits, could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner.
Changes in tax laws, regulations, trade policies or other policies could result in us having to pay higher taxes or operating expenses, which may reduce our net income, or could adversely affect our ability to continue our capital allocation program, purchase additional energy tax credits or effect strategic transactions in a tax-favorable manner.
However, the efforts we have taken to protect our intellectual property and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.
However, the efforts we have taken to protect our IP and proprietary rights might not be sufficient, or effective, at stopping unauthorized use of those rights. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our IP rights.
To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others.
To protect our IP rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others.
Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including: • economic, political and geopolitical market conditions; • natural disasters, terrorism, pandemics, war or other catastrophes; • broad trends in finance and technology; • changes in price levels and volatility in the stock markets; • the level and volatility of interest rates; • volatility in commodity markets, including the energy markets; • inflation; • disruptions or delays in our supply chains; • changes in government monetary or tax policy; • the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and • the perceived attractiveness of the U.S. or European capital markets.
Our industry is risky and unpredictable and is directly affected by many national and international factors beyond our control, including: • economic, political and geopolitical market conditions; • evolving market or customer preferences for solutions provided locally or outside of the U.S.; • natural disasters, terrorism, pandemics, war or other catastrophes; • broad trends in finance and technology; • changes in price levels and volatility in the stock markets; • the level and volatility of interest rates; • volatility in commodity markets, including the energy markets; • inflation; • disruptions or delays in our supply chains; • changes in government monetary or tax policy; • the imposition of governmental economic sanctions or tariffs, on countries in which we do business or where we plan to expand our business or sell our products and services; and • the perceived attractiveness of the U.S. or European capital markets.
A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues.
A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delisting s, could negatively impact the growth of our revenues.
There is a risk that trading will shift to exchanges or non-exchanges that charge lower fees because, among other reasons, they spend significantly less on regulation. In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators’ ability to monitor trading activity.
There is a risk that trading will shift to exchanges or non- exchanges that charge lower fees because, among other reasons, they invest less in regulation. In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a CAT to improve regulators’ ability to monitor trading activity.
Our leverage and reliance on the capital markets could: • reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness; • increase our exposure to a continued downturn in general economic conditions; • place us at a competitive disadvantage compared with our competitors with less debt; • affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and • increase our cost of debt and reduce or eliminate our ability to issue commercial paper. 23 In addition, we must comply with the covenants in our credit facilities.
Our leverage and reliance on the capital markets could: • reduce funds available to us for operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness; • increase our exposure to a continued downturn in general economic conditions; • place us at a competitive disadvantage compared with our competitors with less debt; • affect our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes; and • increase our cost of debt and reduce or eliminate our ability to issue commercial paper.
Although we currently maintain and expect to maintain multiple computer facilities, and leverage third party cloud providers, that are designed to provide redundancy and back-up to reduce the risk of system disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate.
Although we maintain multiple computer facilities, and l everage third party cloud providers , that are designed to provide redundancy and back-up to reduce the risk of system disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate.
If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.
If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of the relevant workload to, or the availability of the relevant service on, the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.
Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers. This may have a material adverse effect on our business, financial condition and operating results.
This may have an adverse effect on our brands, business and operating results. Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange. Reputational damage may also reduce trading volumes or values on our exchanges or cause us to lose customers.
We have made, and are continuing to make, significant investments in AI including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, sustainability and investment analytics solutions, and to enhance and refine our internal business operations.
We have made, and are continuing to make, significant investments in AI including generative AI and agentic AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, financial reporting, and investment analytic s solutions, and to enhance and refine our internal business operations.
Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our credit facilities could result in an event of default.
In addition, we must comply with the covenants in our credit facilities. Among other things, these covenants restrict our ability to effect certain fundamental transactions, dispose of certain assets, incur additional indebtedness and grant liens on assets. Failure to meet any of the covenant terms of our 24 credit facilities could result in an event of default.
Various issues may give rise to reputational risk, including issues relating to: • our ability to maintain the security of our data and systems; • the quality and reliability of our technology platforms and systems; • the ability to fulfill our regulatory obligations; • the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand; • the representation of our business in the media; • the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures; • the accuracy of our financial guidance or other information provided to our investors; • the quality of our corporate governance structure; • the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; 27 • the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision; • extreme price volatility on our markets; • any negative publicity surrounding our listed companies or our listing rules; • any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and • any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us.
Various issues may give rise to reputational risk, including issues relating to: • our ability to maintain the security of our data and systems; • the quality and reliability of our technology platforms and systems; • the ability to fulfill our regulatory obligations; • the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demand; • the representation of our business in the media; • the accuracy of our financial statements, other financial and statistical information or sustainability-related disclosures; • the accuracy of our financial guidance or other information provided to our investors; • the quality of our corporate governance structure; • the quality of our products the reliability of our solutions and the accuracy of our information and data offerings; • the quality of our disclosure controls or internal controls over financial reporting, including any failures in supervision; • extreme price volatility on our markets; • any negative publicity surrounding our listed companies or our listing rules; • any negative publicity surrounding the use of our products and/or services by our customers, including in connection with emerging asset classes such as crypto assets; and • any misconduct, fraudulent activity or theft by our employees or other persons formerly or currently associated with us. 28 Negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics.
Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of intellectual property, defamation, data privacy, and cybersecurity, among others.
Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, autonomous decision-making or action, IP infringement, the ability to obtain IP protection, misappropriation or leakage of IP, defamation, data privacy, and cybersecurity, among others.
We may experience fluctuations in our operating results, which may adversely affect the market price of our common stock.
We may experience f luctuations in our operating results, which may adversely affect the market price of our common stock.
Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates.
Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates. We may experience future events that may result in asset impairments.
As of December 31, 2024, goodwill totaled $14.0 billion and intangible assets, net of accumulated amortization, totaled $6.9 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.
As of December 31, 2025, goodwill totaled $14.4 billion and intangible assets, net of accumulated amortization, totaled $6.5 billion . The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial statements.
We utilize widely-accepted methods to identify, assess, monitor and manage our risks, including oversight of risk management by Nasdaq’s Global Risk Management Committee, which comprises senior executives and has the responsibility for regularly reviewing risks and referring significant risks to the board of directors or specific board committees.
We utilize widely-accepted methods to identify, assess, monitor and manage our risks. Nasdaq’s Global Risk Management Committee, which is composed of senior executives, has the responsibility for overseeing the risk management methods, regularly reviewing risks and referring significant risks to the board of directors or specific board committees.
RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions. We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023.
RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS We may not be able to successfully integrate acquired businesses, which may result in an inability to realize the anticipated benefits of our acquisitions. We must rationalize, coordinate and integrate the operations of our acquired businesses.
Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations. Our reputation or business could be negatively impacted by sustainability matters and our reporting of such matters.
Unsuccessful, lengthy, or costly customer implementation projects could result in claims from customers, decreased customer satisfaction, harm to our reputation, and opportunities for competitors to displace us, each of which could have an adverse effect on our reputation, business and results of operations.
In particular, the trading industry is characterized by price competition. We have in the past lowered prices, and in the U.S., increased rebates for trade executions to attempt to gain or maintain market share. These strategies have not always been successful and have at times hurt operating performance.
We have in the past lowered prices, and in the U.S., increased rebates for trade executions to attempt to gain or maintain market share. These strategies have not always been successful and have at times hurt operating performance.
We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere.
We communicate certain sustainability-related initiatives, goals, and/or commitments regarding environmental matters, social matters, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere. These goals or commitments could be difficult to achieve and costly to implement.
Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts.
Market acceptance of generative and agentic AI technologies is evolving, and we may be unsuccessful in our product development efforts.
Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely affect our ability to obtain additional financing. Our indebtedness as of December 31, 2024 was $9.5 billion.
Our leverage limits our financial flexibility, increases our exposure to weakening economic conditions and may adversely aff ect our ability to obtain additional financing. Our indebtedness as of December 31, 2025 was $9.0 billion .
As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results.
As generative and agentic AI are new and evolving technologies in the early stages of commercial use, there are significant risks involved in the development and deployment of these technologies, and there can be no assurance that the use of AI will enhance our products or services or improve our business or operating results.
Our ability to attract and retain key personnel, in particular senior officers or technology personnel, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent.
Our ability to attract and retain key personnel, in particular senior officers, technology personnel and global talent, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, changes in immigration policy and laws, regulations regarding employee mobility and international travel, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent.
A significant impairment charge in the future could have a material adverse effect on our operating results. 22 Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities.
A significant impairment charge in the future could have a material adverse effect on our operating results. 23 Acquisitions, divestments, investments, joint ventures and other transactional activities may require significant resources and/or result in significant unanticipated losses, costs or liabilities. Over the past several years, acquisitions, have been, or could be, significant factors in our growth.
The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities’ requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which became effective in January 2025.
The authorities are also entitled to request that we adopt measures in order to ensure that we continue to fulfill the authorities’ requirements. We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, DORA.
We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new products, initiatives and enhancements to existing products.
We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new products, initiatives and enhancements to existing products, including, for example, expanded trading hours on our exchanges.
Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results.
Political, economic or social events or developments in one or more of our non-U.S. locations or in the U.S. arising from such international developments, such as limitations imposed on securing new listings on our exchanges, constraints on data sharing with a U.S. based company, a reduced interest in providing operational support between certain regions and the U.S., or restrictions on entering into transactions with new or existing customers, could adversely affect our sales, operations and financial results.
Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations.
This may have a material adverse effect on our business, financial condition and operating results. Failure to meet customer expectations or deadlines for the implementation of our products could result in negative publicity, losses and reduced sales, each of which may harm our reputation, business and results of operations.
We face significant competition in our Capital Access Platforms, Financial Technology and Market Services segments from other market participants. We face intense competition from other exchanges and markets for market share of trading activity and listings. This competition includes both product and price competition.
We face significant competition in our Capital Access Platforms, Financial Technology and Market Services segments from other market participants. We face intense competition from other exchanges and markets for market share of trading activity and listings as well as from numerous financial services and technology companies for our Capital Access Platforms and Financial Technology products and services.
Some locations, such as Lithuania, India, the Philippines and in other emerging markets, have economies that may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures, which may increase our operational risk. Unforeseen or catastrophic events could interrupt our critical business functions.
We have operations in locations that may be subject to greater political, economic and social uncertainties than countries with more developed institutional structures, which may increase our operational risk. Unforeseen or catastrophic events could interrupt our critical business functions.
Some of these competitors also are our customers. Competitors may develop market trading platforms that are more competitive than ours. Competitors may leverage data more effectively or enter into strategic partnerships, mergers or acquisitions that could make their trading, listings, clearing, data or technology businesses more competitive than ours. We face intense price competition in all areas of our business.
Competitors may leverage data more effectively or enter into strategic partnerships, mergers or acquisitions that could make their trading, listings, clearing, data or technology businesses more competitive than ours. We face intense price competition in all areas of our business. In particular, the trading industry is characterized by price competition.
The issuance of additional equity in connection with any such transaction could be substantially dilutive to existing shareholders. In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially.
In addition, the announcement or implementation of future transactions by us or others could have a material effect on the price of our common stock. The issuance of additional debt could increase our leverage substantially.
In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate. 24 The regulatory framework under which we operate and new regulatory requirements or new interpretations of existing regulatory requirements could require substantial time and resources for compliance, which could make it difficult and costly for us to operate our business.
In addition, our exchanges could be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate.
The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results.
The use of AI, including third-party AI models used in our products or solutions, may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings.
Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our non-U.S. operations are subject to the risk inherent in the international environment.
Our businesses operate in various international markets, which are subject to political, economic and social uncertainties. Our businesses operate in various international markets, including but not limited to Northern Europe, the Baltics, the Middle East, Latin America, Africa and Asia, and our operations are subject to the risks inherent in the international economy.
Further, our failure to anticipate or respond adequately to changes in technology and customer preferences or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.
Further, our failure to anticipate or respond adequately to changes in emerging technology and customer preferences, such as trading and settlement of tokenized equity securities and ETP's or extended trading hours on our exchanges, o r any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results .
Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations.
Given our position in the global capital markets and our brand, we may be more likely than other companies to be a target for malicious disruption activities or physical attacks on our senior leadership team and/or our office locations. In addition, our business operations are heavily concentrated in the east coast of the U.S.; Stockholm, Sweden; Vilnius, Lithuania; and St.
If we do not successfully identify, assess, monitor or manage the risks to which we are exposed, our business, reputation, financial condition and operating results could be materially adversely affected.
That variable information may not in all cases be accurate, complete, up-to- date or properly evaluated. If we do not successfully identify, assess, monitor or manage the risks to which we are exposed, 31 our business, reputation, financial condition and operating results could be materially adversely affected.
Competition for key personnel in the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales.
We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales.
Marketplaces in both U.S. and Europe have also merged to achieve greater economies of scale and scope. Regulatory changes also have facilitated the entry of new participants in the European Union that compete with our European markets. The regulatory environment, both in the U.S. and in Europe, is structured to maintain this environment of intense competition.
Marketplaces in both U.S. and Europe have also merged to achieve greater economies of scale and scope. Changes introduced to Nasdaq's products and services to compete effectively may be unsuccessful. 18 Regulatory changes also have facilitated the entry of new participants in the European Union that compete with our European markets.
Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have.
We have also divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope.
Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition.
Because our clients depend on our solutions for critical business functions, any service interruptions, failures or other issues may result in lost or delayed market acceptance and lost sales, or negative customer experiences that could damage our reputation, resulting in the loss of customers, loss of revenues and liability for damages, which may adversely affect our business, operating results and financial condition. 30 Climate and weather related risk may have an adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate, weather, and other sustainability- related topics.
With respect to our regulated businesses, our business model can be severely impacted by policy decisions. In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity.
In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity. Nasdaq petitioned the U.S.
The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years.
A stagnation or decline in the number of new listings, or an increase in the number of delistings, either due to market factors or our listing standard changes, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years.
Regulatory changes and changes in market structure and proprietary data could have a material adverse effect on our business. Regulatory changes adopted by the SEC or other regulators of our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations.
Regulatory changes adopted by the SEC or other regulators with respect to our markets and to the instruments traded on our markets, and regulatory changes that our markets may adopt in fulfillment of their regulatory obligations, could materially affect our business operations.
These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements.
In addition, our registered broker-dealer subsidiaries are subject to regulation by the SEC, FINRA and other SROs. These subsidiaries are subject to regulatory requirements intended to ensure their general financial soundness and liquidity, which require that they comply with certain minimum capital requirements.
Local risk management committees in our international offices provide local risk oversight and escalation to local boards, as appropriate. Certain risk management methods require subjective evaluation of dynamic information regarding markets, customers or other matters. That variable information may not in all cases be accurate, complete, up-to-date or properly evaluated.
Local risk management committees in our international offices provide local risk oversight and escalation to local boards, as appropriate. The rapidly changing environment may limit the effectiveness of our risk management methods. Certain risk management methods require subjective evaluation of dynamic information regarding markets, customers or other matters.
In addition, adverse market conditions may cause reductions in the number of non-professional investors with investments in the market and in ETP AUM tracking Nasdaq indices as well as trading in futures linked to Nasdaq indices. There may be less demand for our analytics, corporate solutions, market technology and risk and regulatory products and services if global economic conditions weaken.
In addition, adverse market conditions may cause reductions in the number of non-professional investors with investments in the market and in ETP AUM tracking Nasdaq indices as well as trading in futures linked to Nasdaq indices.
In addition, such provisions could delay or prevent a change in control of us and entrench current management. Our organizational documents place restrictions on the voting rights of certain stockholders.
Provisions of our certificate of incorporation, by-laws, exchange rules (including provisions included to address SEC concerns) and governing law restrict the ownership and voting of our common stock. In addition, such provisions could delay or prevent a change in control of us and entrench current management. Our organizational documents place restrictions on the voting rights of certain stockholders.
Failure to attract and retain key personnel may adversely affect our ability to conduct our business. Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent.
Any of these factors could adversely affect our business, reputation, or operating results. Failure to attract and retain key personnel may adversely affect our ability to conduct our business. Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies.
Any failure to diligently and fairly regulate the Nordic and Baltic exchanges could significantly harm our reputation, prompt scrutiny from regulators and adversely affect our business and reputation. 26 Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us.
Laws and regulations regarding security and safeguarding of our systems and services, protection of sensitive customer data and the handling of personal data and information may affect our services or result in increased costs, legal claims or fines against us.

… 66 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

14 edited+3 added−0 removed13 unchanged
Biggest changeItem 1C. Cybersecurity Risk Management and Strategy Nasdaq’s brand and role as a critical infrastructure provider for global financial markets, and operator of The Nasdaq Stock Market, make us an attractive target for cybersecurity risks, including from international political opponents, hacktivists and ransomware or other financially motivated criminals targeting the financial sector.
Biggest changeCybersecurity Risk Management and Strategy Na sdaq’s brand and role as a critical infrastructure provider for global financial markets, the operator of The Nasdaq Stock Market and exchanges, central securities depositories and a clearinghouse in Europe, and the provider of information and technology services to banks, international market operators and exchanges, publicly-traded companies and other high-profile customers make us an attractive target for cybersecurity threat actors and attacks.
The CISO has more than 25 years of experience in information technology and information security, particularly in the financial services industry, and our InfoSec organization has seasoned 32 members with expertise in application security; governance and compliance; program and vulnerability management; security engineering; security operations security assurance; and threat intelligence and security architecture.
The CISO has more than 25 years of experience in information technology and information security, particularly in the financial services industry, and our InfoSec organization has seasoned members with expertise in application security; governance and compliance; program and vulnerability management; security engineering; security operations security assurance; and threat intelligence and security architecture.
On an annual basis, the Information Security team reviews and updates its governance documents, including the Information Security Charter, the Information Security Policy, and the Information Security Program Plan, and then presents the revised documents to the Audit & Risk Committee for review and/or approval.
On an annual basis, the Information Security team reviews and updates its governance documents, including the Information Security Charter, the Information Security Policy, and the Information Security Program Plan, and then presents the revised documents to the Global Risk Management Committee and Audit & Risk Committee for review and/or approval.
We periodically engage external advisors to perform an independent assessment of the maturity of Nasdaq’s information security programs, and compare our programs to our financial and technology industry peers. Nasdaq’s InfoSec program has demonstrated increasing levels of maturity year-over-year for every InfoSec department.
We periodically engage external advisors to perform an independent assessment of the maturity of Nasdaq’s information security programs, and compare our programs to our financial and technology industry peers. Nasdaq’s InfoSec program has demonstrated increasing levels of maturity year-over-year for every assessed program component.
Recommendations to further enhance our procedures and maturity ratings from these assessments are then presented to the Audit & Risk Committee. On a periodic basis, our management team and the Board of Directors conduct tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts.
R ecommendations to further enhance our procedures and maturity ratings from these assessments are then presented to our executive management team and the Audit & Risk Committee. On a periodic basis, our management team and the Board of Directors conduct tabletop exercises and simulations on cybersecurity matters, with assistance from internal and outside experts.
Additionally, members from these organizations, along with Finance and Accounting, comprise a rapid response team that would mobilize in the event of a significant cybersecurity incident and would analyze and evaluate the incident while also advising the executive management team.
Additionally, members from these organizations, along with Finance and Accounting, Global Technology and Corporate Communications, comprise a rapid response team that would mobilize in the event of a potentially significant cybersecurity incident and would analyze and evaluate the incident while also advising the executive management team.
These exercises are intended to strengthen resilience and readiness with scenarios, including cybersecurity matters. We use certain cloud-based third-party vendors for the core trading systems of certain of our exchanges and certain of our governance products and solutions.
These exercises are intended to strengthen resilience and readiness to address different cybersecurity incident scenarios. We use certain cloud-based third-party vendors for the core trading systems of certain of our exchanges and certain of our governance products and solutions.
We have 17 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure. Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events.
Our policies and our baseline security controls incorporate a security infrastructure with multi- layered defense systems. We have 18 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure. Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events.
Our risk management and mitigation approach includes the adoption of NIST CSF and NIST 800-53 security control frameworks and adaptive ongoing threat analysis. In addition, our Information Security, or InfoSec, team reviews and conducts a risk assessment of any novel technologies Nasdaq plans to implement. Our policies and our baseline security controls incorporate robust security infrastructure with multi-layered defense systems.
Our risk management and mitigation approach includes the adoption of NIST CSF and NIST 800-53 security control frameworks and adaptive ong oing threat analysis. In addition, our Information Security, or InfoSec, team reviews and conducts a risk assessment of any novel technologies Nasdaq plans to implement.
Our cybersecurity risks include financial and reputational damage, along with collateral damage from loss of customer confidence in our exchange, products or offerings, as applicable, potential regulatory enforcement actions or litigation, either from governmental authorities, shareholders, or other litigants, or the failure to comply with contractual breach notifications.
Impacts of a cybersecurity incident may include: financial and reputational damage, resulting from the loss of customer confidence in our company, exchange, products or offerings; potential regulatory enforcement actions; or litigation, either from governmental authorities, shareholders, or other litigants, including customers asserting our failure to comply with contractual obligations.
Additionally, we conduct extensive cybersecurity assessments of our acquired entities, both prior to acquisition and following completion of the transaction, to understand potential threats and mitigate any potential security gaps, as well as to ensure compliance with our security infrastructure and access management practices and policies.
Additionally, we conduct extensive cybersecurity assessments of our acquired entities, both prior to acquisition and following completion of the transaction, to understand potential threats and mitigate risks from any potential deviations between the acquired company’s practices and Nasdaq’s standards, until we can align the 32 acquired company’s security infrastructure and access management practices and policies with ours.
Our Global Risk Management Committee, which includes our Chair and CEO and other senior executives, assists the Board of Directors in its cybersecurity risk oversight role. Our Audit & Risk Committee receives quarterly or, if needed, more frequent reports on cybersecurity and information security matters from our Chief Information Security Officer, or CISO, and his team.
Our Audit & Risk Committee receives quarterly or, if needed, more frequent reports on cybersecurity and information security matters from our Chief Information Security Officer, or CISO, and his team .
Additionally, the Information Security team maintains a formal cybersecurity strategic three-year plan, which outlines the strategic vision and associated goals for the cybersecurity of our global operations. The plan is regularly updated with new initiatives that align with technology innovations and changes in the threat landscape, and is reviewed and approved by the CISO and the Audit & Risk Committee.
Additionally, the Information Security team maintains a formal cybersecurity strategic three-year plan, which outlines the strategic vision and associated goals for the cybersecurity of our global operations.
Throughout the three-year plan term, the CISO regularly provides management with progress reports.
The plan is regularly updated with new initiatives that align with technology innovations and changes in the threat landscape, and is reviewed and approved by the CISO 33 and the Audit & Risk Committee. Throughout the three-year plan term, the CISO regularly provides management with progress reports.
Added
These include adversarial nations and state-sponsored actors, hacktivists and ransomware deployers or other financially motivated criminals.
Added
Our Global Risk Management Committee, which includes our Chair and CEO and other senior executives, assists the Board of Directors in its cybersecurity risk oversight role.
Added
All employees also have access to Nasdaq’s Information Security Hotline, which is staffed on a 24/7 basis to respond to any potential incident; we have a strict non-retaliation policy that applies to any reporting of concerns related to our business.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−0 removed2 unchanged
Biggest changeWe regularly monitor the facilities we occupy to ensure that they suit our needs in a hybrid work environment. We believe the facilities that we occupy are adequate for the purposes for which they are currently used and are well-maintained. See Note 16, “Leases,” to the consolidated financial statements for further discussion.
Biggest changeWe regularly monitor the facilities we occupy to ensure that they suit our needs in a hybrid work environment. We believe the facilities that we occupy are adequate for the purposes for which they are currently used and are well-maintained. See Note 16, “Leases,” to the consolidated financial statements for further discussion. Item 3.
Added
Legal Proceedings See “Legal and Regulatory Matters” of Note 18, “Commitments, Contingencies and Guarantees,” to the consolidated financial statements for a description of our legal proceedings, if any. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+4 added−0 removed1 unchanged
Biggest changeIssuer Purchases of Equity Securities Share Repurchase Program See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program. 33 Purchases of Equity Securities by the Issuer and Affiliated Purchasers The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 2024 Share repurchase program — $ — — $ 1,745 Employee transactions 4,444 $ 73.00 N/A N/A November 2024 Share repurchase program — $ — — $ 1,745 Employee transactions 10,561 $ 74.32 N/A N/A December 2024 Share repurchase program — $ — — $ 1,745 Employee transactions 44,463 $ 79.38 N/A N/A Total Quarter Ended December 31, 2024 Share repurchase program — $ — — $ 1,745 Employee transactions 59,468 $ 78.00 N/A N/A In the preceding table: • N/A - Not applicable. • See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program. • 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. 34 PERFORMANCE GRAPH The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Biggest changeThe table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2025 : Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) October 2025 Share repurchase program 1,812,219 $ 88.59 1,812,219 $ 1,254 Employee transactions 25,679 $ 89.10 N/A N/A November 2025 Share repurchase program 760,264 $ 91.47 760,264 $ 1,185 Employee transactions 11,491 $ 85.49 N/A N/A December 2025 Share repurchase program 622,256 $ 89.24 622,256 $ 1,129 Employee transactions 33,186 $ 90.22 N/A N/A Total Quarter Ended December 31, 2025 Share repurchase program 3,194,739 $ 89.40 3,194,739 $ 1,129 Employee transactions 70,356 $ 89.04 N/A N/A In the table above: • N/A - Not applicable. • Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees. • Shares listed under s hare repurchase program in the table above primarily include repurchases under ASR agreements . 34 ◦ In October 2025, we entered into a variable notional ASR agreement, in which we delivered $250 million to a third-party financial institution and received and immediately retired 1,812,219 shares of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of February 12, 2025, we had approximately 193 holders of record of our common stock.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of Februar y 3, 2026, we had approximately 177 holders of record of our common stock Issuer Purchases of Equity Securities Share Repurchase Program See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program.
Year Ended December 31, 2019 2020 2021 2022 2023 2024 Nasdaq, Inc. $ 100 $ 126 $ 202 $ 179 $ 173 $ 233 Nasdaq Composite Index 100 145 177 119 173 224 S&P 500 100 118 152 125 158 197 S&P 500 GICS 4020 Index 100 111 151 134 155 199 The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, 2019 and the reinvestment of all dividends.
The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, 2020 and the reinvestment of all dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index 35 Item 6. [Reserved]
Year Ended December 31,* 2020 2021 2022 2023 2024 2025 Nasdaq, Inc. $ 100 $ 160 $ 142 $ 137 $ 185 $ 235 Nasdaq Composite Index 100 122 82 119 154 187 S&P 500 100 129 105 133 166 196 S&P 500 GICS 4020 Index 100 136 121 139 179 197 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and S&P 500 GICS 4020 Index 36 Item 6. [Reserved]
Added
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.
Added
As of December 31, 2025 , the remaining aggregate authorized amount under the existing share repurchase program was $1.1 billion . The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date.
Added
In December 2025, upon the final settlement of this transaction, we received (i) an additional 504,401 shares, which were immediately retired, and (ii) a $45 million cash payment , which reflects the difference between the prepayment amount (maximum notional amount) and the final notional amount. ◦ In November 2025, we entered into an ASR with a third- party financial institution to repurchase $75 million of common stock and received and immediately retired 697,512 shares of our common stock.
Added
In December 2025, upon the final settlement of this transaction, we received an additional 117,855 shares, which were immediately retired . • See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program. 35 PERFORMANCE GRAPH The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

127 edited+45 added−48 removed70 unchanged
Biggest changeARR 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. 37 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 ◦ Financial Crime Management Technology SaaS subscription contracts excluding one-time service requests ◦ Regulatory Technology SaaS subscription and support contracts excluding one-time service requests ◦ Capital Markets Technology SaaS subscription and support contracts excluding one-time service requests The following chart summarizes our quarterly annualized SaaS revenues for Solutions, which comprises our Capital Access Platforms and Financial Technology segments, for December 31, 2024, 2023 and 2022 (in millions): SEGMENT OPERATING RESULTS The following table presents our revenues by segment: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Capital Access Platforms $ 1,972 $ 1,770 $ 1,682 11.4 % 5.2 % Financial Technology 1,621 1,099 864 47.5 % 27.1 % Market Services 3,771 3,156 3,632 20.9 % (13.4) % Other revenues 36 39 48 (8.6) % (16.9) % Total revenues $ 7,400 $ 6,064 $ 6,226 22.0 % (2.6) % Transaction rebates (2,026) (1,838) (2,092) 10.2 % (12.1) % Brokerage, clearance and exchange fees (725) (331) (552) 119.1 % (40.1) % Total revenues less transaction-based expenses $ 4,649 $ 3,895 $ 3,582 19.4 % 8.8 % The following chart presents our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses. 38 Capital Access Platforms The following tables present revenues and ARR from our Capital Access Platforms segment: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Data & Listing Services $ 754 $ 749 $ 727 0.7 % 3.0 % Index 706 528 486 33.7 % 8.6 % Workflow & Insights 512 493 469 3.8 % 5.2 % Total Capital Access Platforms $ 1,972 $ 1,770 $ 1,682 11.4 % 5.2 % As of December 31, 2024 2023 2022 ARR (in millions) $ 1,268 $ 1,235 $ 1,190 Data & Listing Services Revenues The following tables present key drivers from our Data & Listing Services business: Year Ended December 31, 2024 2023 2022 IPOs The Nasdaq Stock Market 180 130 161 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 14 7 38 Total new listings The Nasdaq Stock Market 463 330 366 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 31 23 63 As of December 31, 2024 2023 2022 Number of listed companies The Nasdaq Stock Market 4,075 4,044 4,230 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 1,174 1,218 1,251 ARR (in millions) 691 682 664 In the table above: • For the years ended December 31, 2024, 2023 and 2022, IPOs included 50, 27 and 74 SPACs, respectively.
Biggest changeCapital Access Platforms The following tables present revenues and ARR from our Capital Access Platforms segment: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) Data & Listing Services $ 804 $ 754 $ 749 6.7 % 0.7 % Index 827 706 528 17.1 % 33.7 % Workflow & Insights 506 485 467 4.4 % 3.9 % Total Capital Access Platforms $ 2,137 $ 1,945 $ 1,744 9.9 % 11.5 % As of December 31, 2025 2024 2023 ARR (in millions) $ 1,340 $ 1,240 $ 1,210 39 Data & Listing Services Revenues The following tables present key drivers from our Data & Listing Services business: Year Ended December 31, IPOs 2025 2024 2023 The Nasdaq Stock Market 281 180 130 Operating company 155 130 103 SPACs 126 50 27 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 19 14 7 Total new listings The Nasdaq Stock Market 784 463 330 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 27 31 23 As of December 31 Number of listed companies 2025 2024 2023 The Nasdaq Stock Market 4,480 4,075 4,044 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 1,119 1,174 1,218 ARR (in millions) $ 764 $ 691 $ 682 In the tables above: • The number of total listed companies on The Nasdaq Stock Market for the years ended December 31, 2025 , 2024 and 2023 included 1,112 , 768 and 600 ETPs, respectively. • IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.
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.
When funds are not held at a central bank, we seek to substantially mitigate credit risk by ensuring that investments are primarily placed in large, highly rated financial institutions, highly rated government debt instruments and other creditworthy counterparties. 53 • Liquidity Risk: Liquidity risk is the risk a clearinghouse may not be able to meet its payment obligations in the right currency, in the right place and the right time.
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 attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance.
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. 45 We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance.
While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the 56 amount accrued.
While we believe that our tax liabilities reflect the probable outcome of identified tax uncertainties, it is reasonably possible that the ultimate resolution of any tax matter may be greater or less than the amount accrued.
Treasury securities), central bank certificates and multilateral development bank debt instruments. 53 • Security Issuer Risk: Security issuer risk is the risk that an issuer of a security defaults on its payment when the security matures.
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.
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 refers to the year over year comparison for the fiscal years ended December 31, 2024 and 2023 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Part I, Item 1A.
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 refers to the year over year comparison for the fiscal years ended December 31, 2025 and 2024 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Part I, Item 1A.
Financial Investments As of December 31, 2024, 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.
Financial Investments As of December 31, 2025 , our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase.
As of December 31, 2024, 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.
As of December 31, 2025 , the fair value of our derivatives designated as cash flow hedging instruments are not material. Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries’ net assets or equity to U.S. dollars.
Risk Factors.” For further discussion of our growth strategy, products and services, and competitive strengths, see “Part I, Item 1. Business.” For a similar discussion comparing the fiscal years ended December 31, 2023 and 2022, refer to “Part II, Item 7.
Risk Factors.” For further discussion of our growth strategy, products and services, and competitive strengths, see “Part I, Item 1. Business.” For a similar discussion comparing the fiscal years ended December 31, 2024 and 2023, refer to “Part II, Item 7.
Equity Derivative Trading The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) U.S.
Equity Derivative Trading The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) U.S.
No impairment of goodwill or indefinite-lived intangible assets was recorded in 2024, 2023 and 2022. Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management’s judgment. Changes in these inputs could materially affect the results of our impairment review.
No impairment of goodwill or indefinite-lived intangible assets was recorded in 2025, 2024 and 2023. 55 Although we believe our estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management’s judgment. Changes in these inputs could materially affect the results of our impairment review.
The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See Note 4, “Acquisition,” to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
The comparability of our results of operations between reported periods is primarily impacted by our acquisition of Adenza in November 2023. See Note 4, “Acquisition and Divestitures,” to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.
For our Euro denominated notes interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2024.
For our Euro Notes, interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of December 31, 2025 .
See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion. • Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2024, as well as legally binding minimum lease payments for leases signed but not yet commenced.
See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion. 50 • Operating lease obligations represent our undiscounted operating lease liabilities as of December 31, 2025 , as well as legally binding minimum lease payments for leases signed but not yet commenced .
The following table presents reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share: 45 Year Ended December 31, 2024 2023 2022 (in millions, except per share amounts) U.S.
The following table presents reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share: Year Ended December 31, 2025 2024 2023 (in millions, except per share amounts) U.S.
No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2024, 2023 or 2022.
No material impairments were recorded to reduce the carrying value of our other long-lived assets during 2025, 2024 or 2023.
Year Ended December 31, 2024 2023 2022 U.S. equity options Total industry average daily volume (in millions) 44.4 40.4 38.2 Nasdaq PHLX matched market share 10.0 % 11.3 % 11.6 % The Nasdaq Options Market matched market share 5.5 % 6.1 % 8.0 % Nasdaq BX Options matched market share 2.1 % 3.3 % 2.8 % Nasdaq ISE Options matched market share 6.9 % 5.9 % 5.7 % Nasdaq GEMX Options matched market share 2.6 % 2.4 % 2.3 % Nasdaq MRX Options matched market share 2.7 % 2.0 % 1.6 % Total matched market share executed on Nasdaq’s exchanges 29.8 % 31.0 % 32.0 % U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased in 2024 compared with the same period in 2023 primarily due to higher industry trading volumes, partially offset by lower overall matched market share executed on Nasdaq’s exchanges.
Year Ended December 31, U.S. equity options 2025 2024 2023 Total industry average daily volume (in millions) 55.8 44.4 40.4 Nasdaq PHLX matched market share 10.3% 10.0% 11.3% The Nasdaq Options Market matched market share 3.5% 5.5% 6.1% Nasdaq BX Options matched market share 1.6% 2.1% 3.3% Nasdaq ISE Options matched market share 6.7% 6.9% 5.9% Nasdaq GEMX Options matched market share 3.6% 2.6% 2.4% Nasdaq MRX Options matched market share 3.4% 2.7% 2.0% Total matched market share executed on Nasdaq’s exchanges 29.1% 29.8% 31.0% U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher industry trading volumes, partially offset by lower capture and lower overall U.S. matched market share executed on Nasdaq’s exchanges.
Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. Substantially all of our debt obligations are fixed-rate obligations. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate swap agreements to manage that risk.
Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. All of our outstanding debt obligations are fixed-rate obligations. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate derivatives agreements to manage that risk.
Equity Derivative Trading Revenues, net $ 395 $ 374 $ 371 5.7 % 0.7 % Section 31 fees are recorded as U.S. equity derivative and 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.
Equity Derivative Trading Revenues, net $ 463 $ 395 $ 374 17.2 % 5.7 % Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees.
Cash Dividends on Common Stock The following table presents our quarterly cash dividends paid per common share on our outstanding common stock: 2024 2023 First quarter $ 0.22 $ 0.20 Second quarter 0.24 0.22 Third quarter 0.24 0.22 Fourth quarter 0.24 0.22 Total $ 0.94 $ 0.86 See “Cash Dividends on Common Stock,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of the dividends. 49 Debt Obligations The debt obligations, by contractual maturity, at December 31, 2024 are as follows (in U.S.
Cash Dividends on Common Stock The following table presents our quarterly cash dividends paid per common share on our outstanding common stock: 2025 2024 First quarter $ 0.24 $ 0.22 Second quarter 0.27 0.24 Third quarter 0.27 0.24 Fourth quarter 0.27 0.24 Total $ 1.05 $ 0.94 See “Cash Dividends on Common Stock,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of the dividends. 49 Debt Obligations Our outstanding debt obligations, by contractual maturity, at December 31, 2025 are as follows (in U.S.
Equity and dividends Share Repurchase Program See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program.
Equity and dividends Share Repurchase Program See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program, including our ASR agreements.
For the year ended December 31, 2024, these costs were partially offset by the recognition of a termination fee received by Nasdaq in 2024 related to the termination of the proposed divestiture of our Nordic power trading and clearing business.
For the year ended December 31, 2024, these costs were partially offset by the recognition of a termination fee received by Nasdaq in 2024, related to the termination of the proposed divestiture of our Nordic power futures business.
As of December 31, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $24 million, substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets.
As of December 31, 2025 , the combined required minimum net capital totaled $1 million and the combined excess capital totaled $25 million , substantially all of which is held in cash and cash equivalents in the Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Consolidated Balance Sheets.
Capital Markets Technology Revenues The following table presents key drivers for our Capital Markets Technology business: As of or Year Ended December 31 2024 2023 2022 (in millions) ARR $ 868 $ 799 $ 499 Quarterly annualized SaaS revenues 134 108 39 Capital Markets Technology revenues increased in 2024 compared with the same period in 2023.
Capital Markets Technology Revenues The following table presents key drivers for our Capital Markets Technology business: As of or Year Ended December 31, 2025 2024 2023 (in millions) ARR $ 975 $ 868 $ 799 Quarterly annualized SaaS revenues 156 134 108 Capital Markets Technology revenues increased for the year ended December 31, 2025 compared with the same period in 2024.
Macroeconomic environment Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control.
Macroeconomic environment Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control.
GAAP diluted earnings per share $ 1.93 $ 2.08 $ 2.26 Total adjustments from non-GAAP net income 0.89 0.74 0.40 Non-GAAP diluted earnings per share $ 2.82 $ 2.82 $ 2.66 We believe that excluding the following items from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods: • Adenza purchase accounting adjustment: As discussed in Note 3, “Revenue from Contracts with Customers,” to the consolidated financial statements, during the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time revenue reduction of $32 million was recorded, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition.
GAAP diluted earnings per share $ 3.09 $ 1.93 $ 2.08 Total adjustments from non- GAAP net income 0.39 0.89 0.74 Non-GAAP diluted earnings per share $ 3.48 $ 2.82 $ 2.82 We believe that excluding the above items, described further below, from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods: • Adenza purchase accounting adjustment: As discussed in Note 3, “Revenue from Contracts with Customers,” to the consolidated financial statements, during the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time net revenue reduction of $32 million was recorded in our Financial Technology segment, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition.
GAAP effective tax rate 23.1 % 24.6 % 23.9 % Total adjustments from non-GAAP tax rate 0.7 % 0.4 % 0.1 % Non-GAAP effective tax rate 23.8 % 25.0 % 24.0 % Weighted-average common shares outstanding for diluted earnings per share 579.2 508.4 497.9 U.S.
GAAP effective tax rate 16.7 % 23.1 % 24.6 % Total adjustments from non- GAAP tax rate 5.7 % 0.7 % 0.4 % Non-GAAP effective tax rate 22.4 % 23.8 % 25.0 % Weighted-average common shares outstanding for diluted earnings per share 578.6 579.2 508.4 U.S.
Dollar (in millions, except currency rate) Year Ended December 31, 2024 Average foreign currency rate to the U.S. dollar 1.082 0.095 0.730 # N/A Percentage of revenues less transaction-based expenses 7.9% 3.4% 0.7% 3.7% 84.3% Percentage of operating income 11.8% (5.9)% (7.8)% (10.5)% 112.4% Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses $(37) $(16) $(3) $(17) $— Impact of a 10% adverse currency fluctuation on operating income $(21) $(11) $(14) $(19) $— Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S.
Dollar (in millions, except currency rate) Year Ended December 31, 2024 Average FX rate to the U.S. dollar 1.082 0.095 0.730 # N/A Percentage of revenues less transaction- based expenses 7.9% 3.4% 0.7% 3.7% 84.3% Percentage of operating income 11.8% (5.9)% (7.8)% (10.5)% 112.4% Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses $(37) $(16) $(3) $(17) $— Impact of a 10% adverse currency fluctuation on operating income $(21) $(11) $(14) $(19) $— __________ # Represents multiple foreign currency rates.
The following table presents the carrying value of goodwill for our reportable segments at the time of our 2024 annual impairment test: October 1, 2024 (in millions) Capital Access Platforms $ 4,210 Financial Technology 7,945 Market Services 2,010 $ 14,165 55 In 2024, we performed a qualitative impairment test for goodwill on all reporting units and indefinite-lived intangible assets, as the excesses of their fair values over their respective carrying amounts, at the time of the last quantitative test in 2023, were significant.
The following table presents the carrying value of goodwill for our reportable segments at the time of our 2025 annual impairment test: October 1, 2025 (in millions) Capital Access Platforms $ 4,282 Financial Technology 7,947 Market Services 2,107 $ 14,336 In 2025, we performed a qualitative impairment test for goodwill on all reporting units and indefinite-lived intangible assets, as the excesses of their fair values over their respective carrying amounts, at the time of the last quantitative test in 2023, were significant.
Financial Investments Our financial investments totaled $184 million as of December 31, 2024 and $188 million as of December 31, 2023. Of these securities, $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.
Financial Investments Our financial investments totaled $28 million as of December 31, 2025 and $184 million as of December 31, 2024 . Of these securities, $18 million as of December 31, 2025 and $171 million as of December 31, 2024 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.
The impact of an immediate increase to market interest rates, uniformly, by a hypothetical 100 basis points from levels as of December 31, 2024, would not have a material impact on our financial statements. Debt Obligations As of December 31, 2024, substantially all of our debt obligations are fixed-rate obligations.
The impact of an immediate increase to market interest rates, uniformly, by a hypothetical 100 basis points from levels as of December 31, 2025 , would not have a material impact on our financial statement s. Debt Obligations As of December 31, 2025 , all of our outstanding debt obligations are fixed-rate obligations.
We are also exposed to changes in interest rates as a result of the amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of December 31, 2024, there were no outstanding borrowings under our 2022 Revolving Credit Facility or commercial paper program.
We may also be exposed to changes in interest rates if there are amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of December 31, 2025 , there were no outstanding borrowings under our 2022 Revolving Credit Facility or commercial paper program .
See Note 20, “Restructuring Charges,” to the consolidated financial statements for further discussion of these programs. 46 • Net (income) loss from unconsolidated investees : We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods.
See Note 4, “Acquisition and Divestitures,” to the consolidated financial statements for further discussion of these transactions. • Net (income) loss from unconsolidated investees : We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods.
In addition, for the year ended December 31, 2024, tax items also include a one-time net tax expense of $33 million related to the completion of an intra-group transfer of certain intellectual property, or IP, assets to our U.S. headquarters as well as a tax benefit related to return to provision adjustments and release of tax reserves due to lapse in statute of limitations.
For the year ended December 31, 2024 , other tax adjustments reflect a one-time net tax expense of $33 million related to the completion of an intra-group transfer of certain IP assets to our U.S. headquarters as well as a tax benefit related to return to provision adjustments and release of tax reserves due to lapse in statute of limitations.
To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. See “Part I, Item 1A.
To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.
Index Revenues The following table presents key drivers from our Index business: As of or Year Ended December 31, 2024 2023 2022 Number of licensed ETPs 401 364 348 TTM change in period end ETP AUM tracking Nasdaq indices (in billions) Beginning balance $ 473 $ 315 $ 424 Net appreciation (depreciation) 110 128 (142) Net impact of ETP sponsor switches (16) (1) (1) Net inflows 80 31 34 Ending balance $ 647 $ 473 $ 315 Annual average ETP AUM tracking Nasdaq indices (in billions) $ 558 $ 396 $ 351 ARR (in millions) $ 76 $ 72 $ 68 In the table above, TTM represents trailing twelve months.
Index Revenues The following table presents key drivers from our Index business: As of or Year Ended December 31, 2025 2024 2023 Number of licensed ETPs 451 401 364 TTM change in period end ETP AUM tracking Nasdaq indices (in billions) Beginning balance $ 647 $ 473 $ 315 Net appreciation 136 110 128 Net impact of ETP sponsor switches — (16) (1) Net inflows 99 80 31 Ending balance $ 882 $ 647 $ 473 Annual average ETP AUM tracking Nasdaq indices (in billions) $ 740 $ 558 $ 396 ARR (in millions) $ 81 $ 76 $ 72 In the table above, TTM represents trailing twelve months.
In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive loss to revenue or operating expenses, as applicable.
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.
Repatriation of Cash Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $181 million as of December 31, 2024 and $236 million as of December 31, 2023. The remaining balance held in the U.S. totaled $411 million as of December 31, 2024 and $217 million as of December 31, 2023.
Repatriation of Cash Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $280 million as of December 31, 2025 and $181 million as of December 31, 2024 . The remaining balance held in the U.S. totaled $324 million as of December 31, 2025 and $411 million as of December 31, 2024 .
Goodwill, Indefinite-Lived Intangible Assets and Related Impairment Testing 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.
Goodwill represents the excess of purchase price over the e stimated fair value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company.
Risk Factors” for further discussion. 36 Nasdaq ’ s Operating Results The following table summarizes our financial performance for the year ended December 31, 2024 compared to the same period in 2023 and for the year ended December 31, 2023 compared to the same period in 2022.
Nasdaq ’ s Operating Results The following table summarizes our financial performance for the year ended December 31, 2025 compared to the same period in 2024 and for the year ended December 31, 2024 compared to the same period in 2023.
We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022. See Note 20, “Restructuring Charges,” to the consolidated financial statements for a discussion of these plans.
We recorded pre-tax, non- cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024 and $12 million in 2023. See Note 20, “Restructuring Charges,” to the consolidated financial statements for a discussion of these plans. There were no material operating lease assets impairments in 2025 and 2024.
See “Equity Method Investments,” of Note 6, “Investments,” to the consolidated financial statements for further discussion. 44 Tax Matters The following table presents our income tax provision and effective tax rate: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Income tax provision $ 334 $ 344 $ 352 (2.8) % (2.1) % Effective tax rate 23.1 % 24.6 % 23.9 % For further discussion of our tax matters, see Note 17, “Income Taxes,” to the consolidated financial statements.
Tax Matters The following table presents our income tax provision and effective tax rate: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) Income tax provision $ 358 $ 334 $ 344 7.0 % (2.8) % Effective tax rate 16.7 % 23.1 % 24.6 % For further discussion of our tax matters, see Note 17, “Income Taxes,” to the consolidated financial statements.
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 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.
Tape plans business: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) U.S. Tape plans $ 125 $ 141 $ 149 (11.5) % (5.4) % U.S.
Tape plans business: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) U.S. Tape plans $ 139 $ 125 $ 141 11.1 % (11.5) % U.S.
As of December 31, 2024, our required regulatory capital of $35 million was primarily invested in European government bills and mortgage bonds that are included in financial investments in the Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets.
As of December 31, 2025 , our required regulatory capital of $47 million was primarily invested in cash and cash equivalents, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets and European government debt securities that are included in financial investments in the Consolidated Balance Sheets.
Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except per share amounts) Revenues less transaction-based expenses $ 4,649 $ 3,895 $ 3,582 19.4 % 8.8 % Operating expenses 2,851 2,317 2,018 23.0 % 14.9 % Operating income $ 1,798 $ 1,578 $ 1,564 13.9 % 0.8 % Net income attributable to Nasdaq $ 1,117 $ 1,059 $ 1,125 5.5 % (5.9) % Diluted earnings per share $ 1.93 $ 2.08 $ 2.26 (7.4) % (7.8) % Cash dividends declared per common share $ 0.94 $ 0.86 $ 0.78 9.3 % 10.3 % In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates.
Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions, except per share amounts) Revenues less transaction- based expenses $ 5,249 $ 4,649 $ 3,895 12.9 % 19.4 % Operating expenses 2,918 2,851 2,317 2.3 % 23.0 % Operating income $ 2,331 $ 1,798 $ 1,578 29.7 % 13.9 % Net income attributable to Nasdaq $ 1,788 $ 1,117 $ 1,059 60.1 % 5.5 % Diluted earnings per share $ 3.09 $ 1.93 $ 2.08 60.3 % (7.4) % Cash dividends declared per common share $ 1.05 $ 0.94 $ 0.86 11.7 % 9.3 % 37 In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates.
As of December 31, 2024, other required regulatory capital of $12 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets.
As of December 31, 2025 , other required regulatory capital of $13 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Consolidated Balance Sheets and cash and cash equivalents, which is included in restricted cash and cash equivalents in the Consolidated Balance Sheets.
Equity Derivative Trading Revenues $ 1,428 $ 1,257 $ 1,252 13.6 % 0.4 % Section 31 fees 87 55 89 56.9 % (37.9) % Transaction-based expenses: Transaction rebates (1,030) (879) (878) 17.1 % 0.2 % Section 31 fees (87) (55) (89) 56.9 % (37.9) % Brokerage and clearance fees (3) (4) (3) (16.5) % 13.9 % U.S.
Equity Derivative Trading Revenues $ 1,702 $ 1,428 $ 1,257 19.2 % 13.6 % Section 31 fees 47 87 55 (46.1) % 56.9 % Transaction-based expenses: Transaction rebates (1,236) (1,030) (879) 20.0 % 17.1 % Section 31 fees (47) (87) (55) (46.1) % 56.9 % Brokerage and clearance fees (3) (3) (4) (8.6) % (16.5) % U.S.
As of December 31, 2024, we were in compliance with the covenants of all of our debt obligations. See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion of our debt obligations. CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations.
See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion of our debt obligations. CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations.
PCS revenue is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Accounting for these contracts requires judgment relative to the allocation of the contractual price to each performance obligation.
PCS revenue is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Accounting for these contracts requires significant judgment across several areas.
Foreign Currency Exchange Rate Risk We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2024 and 2023 is presented in the following tables: 51 Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S.
Foreign Currency Exchange Rate Risk We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the years ended December 31, 2025 and 2024 is presented in the following tables.
Market Services The following table presents revenues from our Market Services segment: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Market Services $ 3,771 $ 3,156 $ 3,632 20.9 % (13.4) % Transaction-based expenses: Transaction rebates (2,026) (1,838) (2,092) 10.2 % (12.1) % Brokerage, clearance and exchange fees (725) (331) (552) 119.1 % (40.1) % Total Market Services, net $ 1,020 $ 987 $ 988 3.4 % (0.1) % The following table presents net revenues by product from our Market Services segment: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) U.S.
Market Services The following table presents revenues from our Market Services segment: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) Market Services $ 4,214 $ 3,771 $ 3,156 11.7 % 20.9 % Transaction-based expenses: Transaction rebates (2,572) (2,026) (1,838) 26.9 % 10.2 % Brokerage, clearance and exchange fees (441) (725) (331) (39.1) % 119.1 % Total Market Services, net $ 1,201 $ 1,020 $ 987 17.7 % 3.4 % The following table presents net revenues by product from our Market Services segment: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) U.S.
See Note 16, “Leases,” to the consolidated financial statements for further discussion of our leases. • Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of December 31, 2024 is primarily comprised of our multi-year AWS partnership contract.
See Note 16, “Leases,” to the consolidated financial statements for further discussion of our leases. • Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of December 31, 2025 is primarily comprised of our multi-year Amazon Web Services partnership contract, which we expanded and extended in the first quarter of 2025.
Tape plans 125 141 149 (11.5) % (5.4) % Other 70 75 71 (6.2) % 4.6 % Total Market Services, net $ 1,020 $ 987 $ 988 3.4 % (0.1) % 40 In the preceding table, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading. U.S.
Tape plans 139 125 141 11.1 % (11.5) % Other 84 70 75 18.9 % (6.2) % Total Market Services, net $ 1,201 $ 1,020 $ 987 17.7 % 3.4 % In the preceding tables, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading. 41 U.S.
Cash Flow Analysis The following table summarizes the changes in cash flows: Year Ended December 31, 2024 2023 2022 Net cash provided by (used in): (in millions) Operating activities $ 1,939 $ 1,696 $ 1,706 Investing activities (953) (5,994) 49 Financing activities (2,561) 4,220 1,036 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, deferred income taxes and the effects of changes in working capital.
Cash Flow Analysis The following table summarizes the changes in cash flows: Year Ended December 31, 2025 2024 Net cash provided by (used in): (in millions) Operating activities $ 2,255 $ 1,939 Investing activities (1,100) (953) Financing activities (2,953) (2,561) Net Cash Provided by Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, depreciation and amortization expense, expense associated with share-based compensation, n et income from unconsolidated investees, net gain on divestitures and the effects of changes in working capital.
GAAP net income attributable to Nasdaq $ 1,117 $ 1,059 $ 1,125 Non-GAAP adjustments: Adenza purchase accounting adjustment 34 — — Amortization expense of acquired intangible assets 488 206 153 Merger and strategic initiatives expense 35 148 82 Restructuring charges 116 80 15 Lease asset impairments — 25 — Extinguishment of debt 4 — 16 Net (income) loss from unconsolidated investees (16) 7 (29) Legal and regulatory matters 20 12 26 Pension settlement charge 23 9 — Other (income) loss (15) 21 2 Total non-GAAP adjustments $ 689 $ 508 $ 265 Total non-GAAP tax adjustments (208) (134) (66) Tax on intra-group transfer of IP assets 33 — — Total non-GAAP adjustments, net of tax $ 514 $ 374 $ 199 Non-GAAP net income attributable to Nasdaq $ 1,631 $ 1,433 $ 1,324 U.S.
GAAP net income attributable to Nasdaq $ 1,788 $ 1,117 $ 1,059 Non-GAAP adjustments: Adenza purchase accounting adjustment — 34 — Amortization expense of acquired intangible assets 487 488 206 Merger and strategic initiatives expense 60 35 148 Restructuring charges 42 116 80 Lease asset impairments — — 25 (Gain) loss on extinguishment of debt (18) 4 — Net gain on divestitures (86) — — Net (income) loss from unconsolidated investees (83) (16) 7 Legal and regulatory matters 6 20 12 Pension settlement charge — 23 9 Other (gain) loss 40 (15) 21 Total non-GAAP adjustments $ 448 $ 689 $ 508 Total non-GAAP tax adjustments (113) (168) (134) Other tax adjustments (109) (7) — Total non-GAAP adjustments, net of tax $ 226 $ 514 $ 374 Non-GAAP net income attributable to Nasdaq $ 2,014 $ 1,631 $ 1,433 U.S.
We have excluded the reduction of $34 million as this relates to the prior year impact of this change from our non-GAAP results. We have not excluded the $2 million offsetting impact of this change as it is related to current year results. • Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions.
For purposes of evaluating the performance of our segments, we have excluded the reduction of $34 million as this relates to the prior year impact of this change. We have not excluded the offsetting $2 million 2024 impact of this change. • Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions.
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.
Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased in 2025 compared with the same period in 2024 primarily due to a decrease in the rate to zero in the second quarter of 2025.
The following tables present revenues and a key driver from our Other business: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Other $ 70 $ 75 $ 71 (6.2) % 4.6 % In the preceding table, Other includes Canadian cash equity transaction rebates of $22 million, $20 million and $30 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The following table presents revenues from our Other business: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) Other $ 84 $ 70 $ 75 18.9 % (6.2) % In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $29 million , $22 million and $20 million for the years ended December 31, 2025 , 2024 and 2023, respectively.
Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,162 employees as of December 31, 2024 from 8,525 employees as of December 31, 2023, primarily due to an increase in our Financial Technology segment as we support revenue growth and innovation.
Headcount , including employees of non-wholly owned consolidated subsidiaries, increased to 9,525 employees as of December 31, 2025 from 9,162 employees as of December 31, 2024 , as we support revenue growth and innovation.
These foreign exchange contracts are carried at fair value, with maturities that can range up to 24 months. We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive loss in the Consolidated Balance Sheets, until the forecasted transaction occurs.
We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive loss in the Consolidated Balance Sheets, until the forecasted transaction occurs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was previously filed with the SEC on February 21, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was previously filed with the SEC on February 21, 2025. Certain percentages and per share amounts herein may not sum or recalculate due to rounding.
Tape plans revenues decreased in 2024 compared with the same period in 2023 primarily due to lower industry-wide usage volume and the impact of one-time industry-wide adjustments. Other Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading.
Tape plans revenues increase d for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher market share, higher usage volume and higher one-time industry-wide adjustments. Other Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading.
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 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.
Transaction rebates increased in 2024 compared with the same period in 2023 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges.
Cash equity trading revenues, net was also partially offset by lower capture. Transaction rebates increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to higher U.S. industry volumes and higher capture , partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges.
The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques.
The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.
Equity Derivative Trading $ 395 $ 374 $ 371 5.7 % 0.7 % Cash Equity Trading 430 397 397 8.3 % — % U.S.
Equity Derivative Trading $ 463 $ 395 $ 374 17.2 % 5.7 % Cash Equity Trading 515 430 397 19.9 % 8.3 % U.S.
Net cash provided by operating activities increased $243 million for the year ended December 31, 2024 compared with the same period in 2023.
Refer to the above discussion regarding changes in working capital. Net cash provided by operating activities increased $316 million for the year ended December 31, 2025 compared with the same period in 2024.
These European credit facilities, which are available in multiple currencies, totaled $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized.
These European credit facilities, which are available in multiple currencies, totaled $208 million as of December 31, 2025 and $174 million as of December 31, 2024 in available liquidity, none of which was utilized. As of December 31, 2025 , we were in compliance with the covenants of all of our debt obligations.
See Note 6, “Investments,” to the consolidated financial statements for further discussion. Regulatory Capital Requirements Clearing Operations Regulatory Capital Requirements We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty.
See Restricted Cash and Cash Equivalents above and Note 6, “Investments,” to the consolidated financial statements for further discussion. Regulatory Capital Requirements Clearing Operations Regulatory Capital Requirements We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing.
EXPENSES Operating Expenses The following table presents our operating expenses: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Compensation and benefits $ 1,324 $ 1,082 $ 1,003 22.4% 7.9% Professional and contract services 152 128 140 18.4% (8.6)% Technology and communication infrastructure 281 233 207 20.9% 12.7% Occupancy 112 129 104 (12.9)% 23.7% General, administrative and other 109 113 125 (3.6)% (9.8)% Marketing and advertising 54 47 51 16.4% (8.8)% Depreciation and amortization 613 323 258 89.3% 25.5% Regulatory 55 34 33 60.8% 4.4% Merger and strategic initiatives 35 148 82 (76.5)% 79.7% Restructuring charges 116 80 15 44.3% 454.5% Total operating expenses $ 2,851 $ 2,317 $ 2,018 23.0% 14.9% The increase in compensation and benefits expense in 2024 compared with the same period in 2023 was primarily driven by the inclusion of a full year of compensation costs related to Adenza employees as compared to two months in 2023, a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan and higher incentive compensation.
EXPENSES Operating Expenses The following table presents our operating expenses: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) Compensation and benefits $ 1,392 $ 1,324 $ 1,082 5.1% 22.4% Professional and contract services 160 152 128 5.2% 18.4% Technology and communication infrastructure 316 281 233 12.3% 20.9% Occupancy 124 112 129 9.6% (12.9)% General, administrative and other 75 109 113 (29.8)% (3.6)% Marketing and advertising 65 54 47 20.2% 16.4% Depreciation and amortization 632 613 323 3.1% 89.3% Regulatory 52 55 34 (6.2)% 60.8% Merger and strategic initiatives 60 35 148 72.8% (76.5)% Restructuring charges 42 116 80 (63.5)% 44.3% Total operating expenses $ 2,918 $ 2,851 $ 2,317 2.3% 23.0% 43 The increase in compensation and benefits expense for the year ended December 31, 2025 compared with the same period in 2024 was primarily driven by increased headcount and higher incentive compensation and the unfavorable impact from changes in foreign currency rates .
We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date.
We recognize revenue over time as our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. We must estimate total contract costs, which are influenced by factors such as technical complexity, delivery schedules, and productivity.
Other significant items include: ◦ Lease asset impairments: For the year ended December 31, 2023, other items include impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in the Consolidated Statements of Income.
See Note 20, “Restructuring Charges,” to the consolidated financial statements for further discussion of these programs. • Lease asset impairments: For the year ended December 31, 2023, this included impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in the Consolidated Statements of Income. • Gain/loss on extinguishment of debt: For the year ended December 31, 2025 we recorded a gain on early extinguishment of debt and for the year ended December 31, 2024 we recorded a loss on early extinguishment of debt.
This rate can fluctuate based on changes in interest rates for our variable rate debts, changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt.
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.
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.
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.
Non-Operating Income and Expenses The following table presents our non-operating income and expenses: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Interest income $ 28 $ 115 $ 7 (75.5) % 1,538.3 % Interest expense (414) (284) (129) 45.6 % 120.2 % Net interest expense (386) (169) (122) 128.3 % 38.4 % Other income (loss) 21 (1) 2 (5,232.5) % (121.9) % Net income (loss) from unconsolidated investees 16 (7) 31 (328.7) % (122.9) % Total non-operating expense $ (349) $ (177) $ (89) 97.4 % 96.7 % The following table presents our interest expense: Year Ended December 31, Percentage Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions) Interest expense on debt $ 398 $ 272 $ 120 46.3 % 126.8 % Accretion of debt issuance costs and debt discount 13 9 7 33.9 % 37.0 % Other fees 3 3 2 18.7 % 21.2 % Interest expense $ 414 $ 284 $ 129 45.6 % 120.2 % Interest income decreased in 2024 compared with the same period in 2023 primarily due to a higher cash balance in 2023 during the period between the issuance of the senior unsecured notes in June 2023 and the close of the Adenza acquisition in November 2023.
For further discussion related to both programs described above, see Note 20, “Restructuring Charges,” to the consolidated financial statements. 44 Non-Operating Income and Expenses The following table presents our non-operating income and expenses: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) Interest income $ 39 $ 28 $ 115 37.5 % (75.5) % Interest expense (367) (414) (284) (11.4) % 45.6 % Net interest expense (328) (386) (169) (15.0) % 128.3 % Net gain on divestitures 86 — — 100.0 % — % Other income (loss) (27) 21 (1) (224.3) % (5,232.5) % Net income (loss) from unconsolidated investees 83 16 (7) 414.8 % (328.7) % Total non- operating expense $ (186) $ (349) $ (177) (46.5) % 97.4 % The following table presents our interest expense: Year Ended December 31, Percentage Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions) Interest expense on debt $ 354 $ 398 $ 272 (11.2) % 46.3 % Accretion of debt issuance costs and debt discount 10 13 9 (17.9) % 33.9 % Other fees 3 3 3 (16.1) % 18.7 % Interest expense $ 367 $ 414 $ 284 (11.4) % 45.6 % Interest income increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to a higher average cash balance.
For the year ended December 31, 2024, these costs were partially offset by the recognition of a termination fee received by Nasdaq in 2024, related to the termination of the proposed divestiture of our Nordic power trading and clearing business. • Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, to optimize our efficiencies as a combined organization.
For the year ended December 31, 2025 , these costs included a repayment of this fee due to the sale of the Nordic power futures business to another buyer, as designated in the settlement agreement. • Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, to optimize our efficiencies as a combined organization.
N/A Not 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. Additionally, the table does not include the offsetting impact of our hedging programs.
N/A Not 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.
Due to the significance of judgment in the estimation process, as discussed above, changes in assumptions and estimates may adversely or positively affect financial performance in future periods.
If estimated total contract costs exceed total revenues, we record a provision for the full expected loss in the period the loss is identified. Due to the significance of judgment in the estimation process, as discussed above, changes in assumptions and estimates may adversely or positively affect financial performance in future periods.
Regulatory Technology Revenues The following table presents key drivers for our Regulatory Technology business: As of or Year Ended December 31 2024 2023 2022 (in millions) ARR $ 354 $ 325 $ 130 Quarterly annualized SaaS revenues 191 165 116 Regulatory Technology revenues increased in 2024 compared with the same period in 2023 primarily due to the inclusion of revenues from AxiomSL associated with our acquisition of Adenza and higher surveillance revenues, partially offset by a one-time revenue reduction recognized in the third quarter of 2024 related to a purchase accounting adjustment.
Regulatory Technology Revenues The following table presents key drivers for our Regulatory Technology business: As of or Year Ended December 31, 2025 2024 2023 (in millions) ARR $ 407 $ 354 $ 325 Quarterly annualized SaaS revenues 239 191 165 Regulatory Technology revenues increased for the year ended December 31, 2025 compared with the same period in 2024 primarily due to increased subscription revenues from our AxiomSL and Surveillance solutions driven by new sales and price increases to existing clients and revenue from new clients.

… 140 more changes not shown on this page.

Other NDAQ 10-K year-over-year comparisons