Nasdaq 10-K 2025-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISS****ION

Washington, D.C. 20549

_______________________________

FORM 10-K

Commission file number: 001-38855

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

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

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for

the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

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

files). Yes ☒ No ☐

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

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

12b-2 of the Exchange Act.

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control

over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received

by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $40.6 billion

(this amount represents approximately 454.2 million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of $89.42 of the common stock on

The Nasdaq Stock Market on such date).

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

i

ii

About this Form 10-K

Throughout this Form 10-K, unless otherwise specified:

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

• “Nasdaq Baltic” refers to collectively, Nasdaq Tallinn

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

• “Nasdaq BX” refers to the cash equity exchange

operated by Nasdaq BX, Inc.

• “Nasdaq BX Options” refers to the options exchange

operated by Nasdaq BX, Inc.

• “Nasdaq Clearing” refers to the clearing operations

conducted by Nasdaq Clearing AB.

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

cash equity trading books operated by Nasdaq CXC

Limited.

• “Nasdaq First North” refers to our alternative

marketplaces for smaller companies and growth

companies in the Nordic and Baltic regions.

• “Nasdaq GEMX” refers to the options exchange

operated by Nasdaq GEMX, LLC.

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

Nasdaq ISE, LLC.

• “Nasdaq MRX” refers to the options exchange operated

by Nasdaq MRX, LLC.

• “Nasdaq Nordic” refers to collectively, Nasdaq Clearing

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

Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

• “Nasdaq PHLX” refers to the options exchange operated

by Nasdaq PHLX LLC.

• “Nasdaq PSX” refers to the cash equity exchange

operated by Nasdaq PHLX LLC.

• “The Nasdaq Options Market” refers to the options

exchange operated by The Nasdaq Stock Market LLC.

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

exchange and listing venue operated by The Nasdaq

Stock Market LLC.

Nasdaq also provides as a tool for the reader the following

list of abbreviations and acronyms that are used throughout

this Annual Report on Form 10-K.

2022 Revolving Credit Facility: $1.25 billion senior

unsecured revolving credit facility, which matures on

December 16, 2027

2025 Notes: $500 million aggregate principal amount of

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

2025

2026 Notes: $500 million aggregate principal amount of

3.85% senior unsecured notes due June 30, 2026

2028 Notes: $1 billion aggregate principal amount of 5.350%

senior unsecured notes due June 28, 2028

2029 Notes: €600 million aggregate principal amount of

1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount of

0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount of

1.650% senior unsecured notes due January 15, 2031

2032 Notes: €750 million aggregate principal amount of

4.500% senior unsecured notes due February 15, 2032

2033 Notes: €615 million aggregate principal amount of

0.900% senior unsecured notes due July 30, 2033

2034 Notes: $1.25 billion aggregate principal amount of

5.550% senior unsecured notes due February 15, 2034

2040 Notes: $650 million aggregate principal amount of

2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount of

3.25% senior unsecured notes due April 28, 2050

2052 Notes: $550 million aggregate principal amount of

3.950% senior unsecured notes due March 7, 2052

2053 Notes: $750 million aggregate principal amount of

5.950% senior unsecured notes due August 15, 2053

2063 Notes: $750 million aggregate principal amount of

6.100% senior unsecured notes due June 28, 2063

Adenza: Adenza Holdings, Inc.

AI: Artificial Intelligence

ARR: Annualized Recurring Revenue

ASC: Accounting Standards Codification

ASR: Accelerated Share Repurchase

ASU: Accounting Standards Update

ATS: Alternative Trading System

AUM: Assets Under Management

AWS: Amazon Web Services

CAT: A market-wide consolidated audit trail established

under an SEC approved plan by Nasdaq and other

exchanges

CCP: Central Counterparty

CFTC: U.S. Commodity Futures Trading Commission

EMIR: European Market Infrastructure Regulation

Equity Plan: Nasdaq Equity Incentive Plan

ESG: Environmental, Social and Governance

ESPP: Nasdaq Employee Stock Purchase Plan

ETF: Exchange Traded Fund

ETP: Exchange Traded Product

iii

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

Exchange Act: Securities Exchange Act of 1934, as amended

FASB: Financial Accounting Standards Board

FINRA: Financial Industry Regulatory Authority

GICS: Global Industry Classification Standard

IP: Intellectual property

IPO: Initial Public Offering

MiFID II: Update to the Markets in Financial Instruments

Directive

MiFIR: Markets in Financial Instruments Regulation

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

PCS: Post-contract Customer Support

Proxy Statement: Nasdaq’s Definitive Proxy Statement for

the 2026 Annual Meeting of Shareholders

PSU: Performance Share Unit

Regulation NMS: Regulation National Market System

Regulation SCI: Regulation Systems Compliance and

Integrity

SaaS: Software as a Service

SEC: U.S. Securities and Exchange Commission

SERP: Supplemental Executive Retirement Plan

SFSA: Swedish Financial Supervisory Authority

SOFR: Secured Overnight Financing Rate

S&P: Standard & Poor’s

S&P 500: S&P 500 Stock Index

SPAC: Special Purpose Acquisition Company

SRO: Self-regulatory Organization

SSMA: Swedish Securities Markets Act 2007:528

TSR: Total Shareholder Return

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

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

data

UTP: Unlisted Trading Privileges

UTP Plan: Joint SRO Plan Governing the Collection,

Consolidation, and Dissemination of Quotation and

Transaction Information for Nasdaq-Listed Securities

Traded on Exchanges on a UTP Basis

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

product names or marks referred to in this report are

trademarks or service marks, registered or otherwise, of

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

Reporting Facility are registered trademarks of FINRA.

This Annual Report on Form 10-K includes market share and

industry data that we obtained from industry publications and

surveys, reports of governmental agencies and internal

company surveys. Industry publications and surveys

generally state that the information they contain has been

obtained from sources believed to be reliable, but we cannot

assure you that this information is accurate or complete. We

have not independently verified any of the data from third-

party sources nor have we ascertained the underlying

economic assumptions relied upon therein. Statements as to

our market position are based on the most currently available

market data. For market comparison purposes, The Nasdaq

Stock Market data in this Annual Report on Form 10-K for

IPOs and new listings of equity securities (including issuers

that switched from other listings venues, closed-end funds

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

therefore, the data may not be comparable to other publicly-

available IPO data. Data in this Annual Report on Form 10-K

for IPOs and new listings of equity securities on the Nasdaq

Nordic and Nasdaq Baltic exchanges and Nasdaq First North

also is based on data generated internally by us. IPOs and

new listings data is presented as of period end. While we are

not aware of any misstatements regarding industry data

presented herein, our estimates involve risks and

uncertainties and are subject to change based on various

factors, including those discussed in the “Item 1A. Risk

Factors” section in this Annual Report on Form 10-K.

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

for disclosing material non-public information and for

complying with SEC Regulation FD and other disclosure

obligations.

iv

Forward-Looking Statements

The SEC encourages companies to disclose forward-looking

information so that investors can better understand a

company’s future prospects and make informed investment

decisions. This Annual Report on Form 10-K contains these

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

“could,” “should,” “anticipate,” “estimates,” “expects,”

“projects,” “intends,” “plans,” “believes” and words or

terms of similar substance used in connection with any

discussion of future expectations as to industry and

regulatory developments or business initiatives and

strategies, future operating results or financial performance,

and other future developments are intended to identify

forward-looking statements. These include, among others,

statements relating to:

*•*our strategic direction;

*•*the integration of acquired businesses, including

accounting decisions relating thereto;

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

investments or other transactional activities;

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

initiatives, including transactional activities and other

strategic, restructuring, technology, de-leveraging and

capital return initiatives;

• our products and services;

• the impact of pricing changes;

• tax matters;

• the cost and availability of liquidity and capital; and

*•*any litigation, or any regulatory or government

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

party or which may affect us and any potential settlements

of litigation, regulatory or governmental investigations or

actions.

Forward-looking statements involve risks and uncertainties.

Factors that could cause actual results to differ materially

from those contemplated by the forward-looking statements

include, among others, the following:

*•*our operating results may be lower than expected;

*•*our ability to successfully integrate acquired businesses or

divest sold businesses or assets, including the fact that any

integration or transition may be more difficult, time

consuming or costly than expected, and we may be unable

to realize synergies from business combinations,

acquisitions, divestitures or other transactional activities;

• loss of significant trading and clearing volumes or values,

fees, market share, listed companies, market data

customers or other customers;

*•*our ability to develop and grow our non-trading

businesses;

*•*our ability to keep up with rapid technological advances,

including our ability to effectively manage the development

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

adequately address cybersecurity risks;

*•*economic, political, regulatory and market conditions and

fluctuations, including inflation, tariffs, interest rate and

foreign currency risk inherent in U.S. and international

operations, and geopolitical instability;

• the performance and reliability of our technology and

technology of third parties on which we rely;

• any significant systems failures or errors in our

operational processes;

*•*our ability to continue to generate cash and manage our

indebtedness; and

*•*adverse changes that may occur in the litigation or

regulatory areas, or in the securities markets generally, or

increased regulatory oversight domestically or

internationally.

Most of these factors are difficult to predict accurately and

are generally beyond our control. You should consider the

uncertainty and any risk related to forward-looking

statements that we make. These risk factors are discussed

under the caption “Part I. Item 1A. Risk Factors” in this

Annual Report on Form 10-K. You are cautioned not to place

undue reliance on these forward-looking statements, which

speak only as of the date of this Annual Report on Form 10-

K. You should carefully read this entire Annual Report on

Form 10-K, including “Part II. Item 7. Management’s

Discussion and Analysis of Financial Condition and Results

of Operations” and the consolidated financial statements and

the related notes. Except as required by the federal securities

laws, we undertake no obligation to update any forward-

looking statement, release publicly any revisions to any

forward-looking statements or report the occurrence of

unanticipated events. For any forward-looking statements

contained in any document, we claim the protection of the

safe harbor for forward-looking statements contained in the

Private Securities Litigation Reform Act of 1995.

PART I

OVER****VIEW

Nasdaq is a leading technology platform that powers the

world’s economies. We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

the technology, data, and advanced analytics that enable our

clients to capture opportunities, navigate risk, and strengthen

resilience.

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services.

HISTORY

Nasdaq was founded in 1971 as a wholly-owned subsidiary

of FINRA. Beginning in 2000, FINRA restructured and

broadened ownership in Nasdaq by selling shares to FINRA

members, investment companies and issuers listed on The

Nasdaq Stock Market. In connection with this restructuring,

FINRA fully divested its ownership of Nasdaq in 2006, and

The Nasdaq Stock Market became an independent registered

national securities exchange in 2007.

In February 2008, Nasdaq and OMX AB combined their

businesses, leading to a transformational combination and

expansion of our company from a U.S.-based exchange

operator to a global exchange company offering technology

that powers our own exchanges and markets as well as many

other marketplaces around the world. Further, our

transformation into a leading technology platform that

powers the world’s economies gained momentum with the

2021 acquisition of Verafin, followed by the 2023 acquisition

of Adenza and its two flagship solutions, AxiomSL and

Calypso. The seamless integration of these businesses

allowed us to capitalize on our existing divisional structure,

consolidated by a singular One Nasdaq go-to-market

strategy.

GROWTH STRATEGY

To enable success in the evolving global financial system, we

have established our purpose, vision, and value proposition

together with a focused growth strategy:

Our Purpose: We advance economic progress for all.

Our Vision: We will be the trusted fabric of the world’s

financial system.

Our Value Proposition: We deliver world-leading platforms

that advance the liquidity, transparency, and integrity of the

global economy.

Our Strategy: Our strategic direction is aimed at optimizing

the deployment of resources, human capital, and financial

assets towards our most promising growth opportunities.

These opportunities, which we identified as substantial and

expanding opportunities, included solutions for combating

financial crime, compliance solutions, marketplace

technology, workflow for investment managers and asset

owners as well as insight solutions. Our strengths in

technology, proprietary data, analytics, and capital markets

expertise, in conjunction with our broad client base and

innovative brand has positioned us favorably to meet the

evolving demands of our clientele and deliver in a sustainable

and scalable way.

Through our platforms:

• We architect the world’s most modern markets: Our

platform delivers scalable, interoperable solutions that can

minimize friction, strengthen resilience, and enable market

operators to drive innovation into local market

environments. As a result, we believe our platform delivers

highly advanced market infrastructure, enabling deeper

liquidity and more seamless flows of capital across markets

globally.

• We power the innovation economy: The world’s most

dynamic economies are not defined by geography or size.

They are defined by their ability to transform ideas into

growth and allowing that innovation to scale. Nasdaq sits

at the center of the world’s most dynamic innovation

economies. We provide innovators and investors with the

infrastructure, investment products, and data and insights

that enable innovation to scale and investors to allocate

with confidence.

• We build trust in the financial system: As risk becomes

more pervasive, interconnected, and embedded across the

financial system, the gap between the speed of risk and the

speed of response has widened. Nasdaq’s platform can

deliver intelligent, integrated solutions that help financial

institutions identify and mitigate risk with agility and

precision. From regulatory reporting to compliance and

financial crime management, our platform helps

institutions detect threats early, meet evolving obligations,

and protect the integrity of their operations.

PRODUCTS AND SERVICES

Capital Access Platforms

Our Capital Access Platforms segment delivers liquidity,

transparency and integrity to the corporate issuer and

investment community by empowering our clients to

effectively navigate the capital markets, achieve their

sustainability goals, and drive governance excellence. We

offer a suite of products to assist companies in managing

corporate governance standards.

Our Capital Access Platforms segment comprises Data &

Listing Services, Index and Workflow & Insights.

Data & Listing Services

Our North American and European data products enhance

transparency of market activity within our exchanges and

provide critical information to professional and non-

professional investors globally. Our Data business distributes

historical and real-time market data to sell-side customers,

the institutional investing community, retail online brokers,

proprietary trading firms, and other venues, as well as

internet portals and data distributors.

We collect, process, and create information and earn

revenues as a distributor of our own, as well as select third-

party, content. We provide varying levels of quote and trade

information to market participants and to data distributors

who in turn provide subscriptions for this information. Our

systems enable distributors to gain access to our market

depth, order imbalances, market sentiment and other

analytical data.

We distribute this proprietary market information to both

market participants and non-participants through a number of

proprietary products, including Nasdaq TotalView, our

flagship market depth quote product. We offer TotalView

products for The Nasdaq Stock Market and our Nasdaq BX

and Nasdaq PSX markets. We also offer Nordic Equity

TotalView, Nordic Derivatives TotalView and Nordic Fixed

Income TotalView for Nordic markets.

We operate several other proprietary services and data

products to provide market information, including Nasdaq

Basic, a lower cost alternative to the industry Level 1 feed

and Nasdaq Canada Basic, a lower cost alternative to other

data feeds. We also provide various other data, including data

relating to our U.S. equities and options exchanges and

Nordic equities, derivatives, fixed income and futures.

We operate a variety of listing platforms around the world to

provide multiple global capital raising solutions for public

companies. Companies listed on our markets represent a

diverse array of industries including, among others,

healthcare, consumer products, telecommunication services,

information technology, financial services, industrials and

energy. Our main listing markets are The Nasdaq Stock

Market and the Nasdaq Nordic and Nasdaq Baltic exchanges.

Companies seeking to list securities on The Nasdaq Stock

Market may do so on one of the three market tiers: The

Nasdaq Global Select Market, The Nasdaq Global Market, or

The Nasdaq Capital Market. To qualify, companies must

meet minimum listing requirements, including specified

financial and corporate governance criteria. Once listed,

companies must maintain rigorous listing and corporate

governance standards.

As of December 31, 2025, a total of 5,599 companies listed

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

Nasdaq First North exchanges. As of December 31, 2025, a

total of 4,480 companies listed securities on The Nasdaq

Stock Market, with 1,316 listings on The Nasdaq Global

Select Market, 1,750 on The Nasdaq Globa

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The risks and uncertainties described below are not the only

ones facing us. Additional risks and uncertainties not

presently known to us or that we currently believe to be

immaterial may also adversely affect our business. If any of

the following risks actually occur, our business, financial

condition, or operating results could be adversely affected.

RISKS RELATED TO OUR BUSINESS AND

INDUSTRY

Economic conditions and market factors, which are beyond

our control, may adversely affect our business and financial

condition.

Our business performance is impacted by a number of

factors, including general economic conditions, current or

expected inflation, interest rate fluctuations, market volatility,

changes in investment patterns and priorities, regulatory

shifts, pandemics and other factors that are generally beyond

our control. To the extent that global or national economic

conditions weaken and result in slower growth or recessions,

our business may be negatively impacted. Adverse market

conditions could reduce customer demand for our services

and the ability of our customers, lenders and other

counterparties to meet their obligations to us. Poor economic

conditions may result in a reduction in the demand for our

products and services, including data, indices and corporate

solutions, or could result in a decline in the number of IPOs,

reduced trading volumes or values and deterioration of the

economic welfare of our listed companies, which could cause

an increase in delistings. The demand for our Regulatory

Technology, Capital Markets Technology and Financial

Crime Management Technology offerings are primarily

influenced by regulatory changes and the financial strength

and growth plans of our clients at any given time, and such

demand may be adversely affected by economic, political and

geopolitical market conditions.

Trading volumes and values are driven primarily by general

market conditions and declines in trading volumes or values

may affect our market share and impact our pricing. In

addition, our Market Services businesses receive revenues

from a relatively small number of customers concentrated in

the financial industry, so any event that impacts one or more

customers or the financial industry in general could impact

our revenues.

The number of listings on our markets is primarily influenced

by factors such as investor demand, the global economy,

available sources of financing, and tax and regulatory

policies. Adverse conditions or regulatory changes may

jeopardize the ability of our listed companies to comply with

the continued listing requirements of our exchanges, or

reduce the number of issuers launching IPOs, including

SPACs, and direct listings. While the number of IPOs on our

exchanges increased in 2025 as compared to 2024, there is no

assurance that demand for IPOs will continue at the same or

higher rate.

Our Capital Access Platforms segment may be significantly

affected by global economic conditions. Professional

subscriptions to our data products are at risk if staff

reductions occur in financial services companies or if our

customers consolidate, which could result in significant

reductions in our professional user revenue or expose us to

increased risks relating to dependence on a smaller number of

customers. In addition, adverse market conditions may cause

reductions in the number of non-professional investors with

investments in the market and in ETP AUM tracking Nasdaq

indices as well as trading in futures linked to Nasdaq indices.

There may be less demand for our analytics, corporate

solutions, financial technology solutions and risk and

regulatory products and services if global economic

conditions weaken. Our customers historically reduce

purchases of new services and technology when growth rates

decline, thereby diminishing our opportunities to sell new

products and services or upgrade existing products and

services.

Additionally, during a global economic downturn, or periods

of economic, political or regulatory uncertainty, our sales

cycle may become longer or more unpredictable due to

customer budget constraints or unplanned administrative

delays to approve purchases.

A reduction in trading volumes or values, market share of

trading, the number of our listed companies, or demand for

our products and services due to economic conditions or

other market factors could adversely affect our business,

financial condition and operating results.

The industries we operate in are highly competitive.

We face significant competition in our Capital Access

Platforms, Financial Technology and Market Services

segments from other market participants. We face intense

competition from other exchanges and markets for market

share of trading activity and listings as well as from

numerous financial services and technology companies for

our Capital Access Platforms and Financial Technology

products and services. This competition includes both

product and price competition. Our proposed new offerings

to compete in this evolving market, including for the trading

of tokenized equity securities and ETPs and the extension of

trading hours, may not be successful.

The modernization and globalization of world markets has

resulted in greater mobility of capital, greater international

participation in local markets and more competition. As a

result, both in the U.S. and in other countries, the competition

among exchanges and other execution venues has become

more intense. Marketplaces in both U.S. and Europe have

also merged to achieve greater economies of scale and scope.

Changes introduced to Nasdaq's products and services to

compete effectively may be unsuccessful.

Regulatory changes also have facilitated the entry of new

participants in the European Union that compete with our

European markets. The regulatory environment, both in the

U.S. and in Europe, is structured to maintain this

environment of intense competition. In addition, a high

proportion of business in the securities markets is becoming

concentrated in a smaller number of institutions and our

revenue may therefore become concentrated in a smaller

number of customers.

We also compete globally with other regulated exchanges

and markets, ATSs, MTFs and other traditional and non-

traditional execution venues. Some of these competitors also

are our customers. Competitors may develop market trading

platforms that are more competitive than ours. Competitors

may leverage data more effectively or enter into strategic

partnerships, mergers or acquisitions that could make their

trading, listings, clearing, data or technology businesses more

competitive than ours.

We face intense price competition in all areas of our

business. In particular, the trading industry is characterized

by price competition. We have in the past lowered prices, and

in the U.S., increased rebates for trade executions to attempt

to gain or maintain market share. These strategies have not

always been successful and have at times hurt operating

performance. Additionally, we have also been, and may once

again be, required to adjust pricing to respond to actions by

competitors and new entrants, or due to new SEC regulations,

which could adversely impact operating results. We also

compete with respect to the pricing of data products and with

respect to products for pre-trade book data and for post-trade

last sale data.

If we are unable to compete successfully in the industries in

which we do business, our business, financial condition and

operating results will be adversely affected.

System limitations or failures could harm our business.

Our businesses depend on the integrity and performance of

the technology, computer and communications systems

supporting them. If new systems fail to operate as intended or

our existing systems cannot expand to

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None.

Risk Management and Strategy

Nasdaq’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. These include

adversarial nations and state-sponsored actors, hacktivists

and ransomware deployers or other financially motivated

criminals. Impacts of a cybersecurity incident may include:

financial and reputational damage, resulting from the loss of

customer confidence in our company, exchange, products or

offerings; potential regulatory enforcement actions; or

litigation, either from governmental authorities, shareholders,

or other litigants, including customers asserting our failure to

comply with contractual obligations. To date, no risks from

cybersecurity threats, including as a result of any previous

cybersecurity incidents, have materially affected or are

reasonably likely to materially affect our business, our

business strategy, our results of operations or financial

condition. For further information, see “Our role in the global

marketplace positions us at greater risk for a cyberattack” and

“Expanded cybersecurity regulations, and increased

cybersecurity infrastructure and compliance costs, may

adversely impact our results of operations” in “Item 1A, Risk

Factors” of this Annual Report on Form 10-K.

Our risk management and mitigation approach includes the

adoption of NIST CSF and NIST 800-53 security control

frameworks and adaptive ongoing threat analysis. In addition,

our Information Security, or InfoSec, team reviews and

conducts a risk assessment of any novel technologies Nasdaq

plans to implement. Our policies and our baseline security

controls incorporate a security infrastructure with multi-

layered defense systems. We have 18 System and

Organization Controls Type 2, or SOC 2, certifications with

respect to our information security and infrastructure. Our

adaptive analysis monitors the threat landscape relevant to

Nasdaq, our vendors and financial industry peers, and threats

arising from geopolitical events. As the external threat

landscape evolves, our information security controls are

regularly evaluated, updated and enhanced to help protect

against emerging risks. Additionally, we conduct extensive

cybersecurity assessments of our acquired entities, both prior

to acquisition and following completion of the transaction, to

understand potential threats and mitigate risks from any

potential deviations between the acquired company’s

practices and Nasdaq’s standards, until we can align the

acquired company’s security infrastructure and access

management practices and policies with ours.

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 our executive management team and the

Audit & Risk Committee.

On a periodic basis, our management team and the Board of

Directors conduct tabletop exercises and simulations on

cybersecurity matters, with assistance from internal and

outside experts. These exercises are intended to strengthen

resilience and readiness to address different cybersecurity

incident scenarios.

We use certain cloud-based third-party vendors for the core

trading systems of certain of our exchanges and certain of our

governance products and solutions. Prior to engaging such

vendors, we analyze each provider’s SOC2 certifications,

perform due diligence testing for information security and

interoperability with our systems, and annually review the

SOC2 certifications. Our security assurance and threat

assessment team, within our Information Security

organization, collaborates with our external threat

intelligence providers to proactively review Nasdaq, and our

vendors with respect to emerging threats and associated risks.

For our third-party service providers, our risk assessment

process evaluates the probability and potential impact of

incidents related to operational errors, technology

disruptions, information security breaches, workforce issues,

internal and external fraud, financial actions, and legal and

regulatory matters. This assessment process is part of our

Supplier Risk Management program, which establishes

processes for identifying, assessing, and periodically

reviewing our exposure to risk through third party vendors.

Governance

Cybersecurity is an integral part of risk management at

Nasdaq. The Board of Directors appreciates the rapidly

evolving nature of threats presented by cybersecurity

incidents and is committed to the prevention, timely

detection, and mitigation of the effect any such incidents may

have on us. Our Global Risk Management Committee, which

includes our Chair and CEO and other senior executives,

assists the Board of Directors in its cybersecurity risk

oversight role.

We use a cross-departmental approach to assess and manage

cybersecurity risk, with our Information Security; Legal, Risk

and Regulatory; and Internal Audit functions presenting on

key topics to the Audit & Risk Committee, which provides

oversight of our cybersecurity risk. Additionally, members

from these organizations, along with Finance and

Accounting, Global Technology and Corporate

Communications, comprise a rapid response team that would

mobilize in the event of a potentially significant

cybersecurity incident and would analyze and evaluate the

incident while also advising the executive management team.

Our Audit & Risk Committee receives quarterly or, if

needed, more frequent reports on cybersecurity and

information security matters from our Chief Information

Security Officer, or CISO, and his team. The CISO has more

than 25 years of experience in information technology and

information security, particularly in the financial services

industry, and our InfoSec organization has seasoned

members with expertise in application security; governance

and compliance; program and vulnerability management;

security engineering; security operations security assurance;

and threat intelligence and security architecture.

This regular reporting to the Audit & Risk Committee also

includes a cybersecurity dashboard that contains information

on cybersecurity governance processes, and from time to

time, also includes the status of projects to strengthen internal

cybersecurity, ongoing prevention and mitigation efforts,

security features of the products and services we provide our

customers, or the results of security events during the period.

The Audit & Risk Committee also reviews and discusses

recent cyber incidents affecting the industry and the emerging

threat landscape.

Cybersecurity is a shared responsibility, and our goal is for

all employees to be vigilant in helping to protect our

organization and themselves, at all times. We routinely

perform simulations and tabletop exercises, and incorporate

external resources and advisors as needed, to help strengthen

our cybersecurity protection and information security

procedures and safeguards. All employees are required to

complete annual cybersecurity awareness training and have

access to continuous cybersecurity educational opportunities

throughout the year. All employees also have access to

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. Nasdaq also maintains a

cybersecurity and information security risk insurance policy,

and our Nasdaq Information Security Management System

conforms to ISO 27001 requirements and is ISO 27001

certified.

On an annual basis, the Information Security team reviews

and updates its governance documents, including the

Information Security Charter, the Information Security

Policy, and the Information Security Program Plan, and then

presents the revised documents to the Global Risk

Management Committee and Audit & Risk Committee for

review and/or approval. Additionally, the Information

Security team maintains a formal cybersecurity strategic

three-year plan, which outlines the strategic vision and

associated goals for the cybersecurity of our global

operations. The plan is regularly updated with new initiatives

that align with technology innovations and changes in the

threat landscape, and is reviewed and approved by the CISO

and the Audit & Risk Committee. Throughout the three-year

plan term, the CISO regularly provides management with

progress reports.

We conduct our business operations in leased facilities. We

do not own any real property. Our U.S. headquarters are

located in New York, New York, and our European

headquarters are located in Stockholm, Sweden. We also

lease space in multiple locations around the world, which are

used for research and development, sales and support, and

administrative activities, as well as for data centers and

disaster preparedness facilities.

Generally, our properties are not allocated for use by a

particular business segment. Instead, most of our properties

are used by two or more segments. We regularly monitor the

facilities we occupy to ensure that they suit our needs in a

hybrid work environment. We believe the facilities that we

occupy are adequate for the purposes for which they are

currently used and are well-maintained. See Note 16,

“Leases,” to the consolidated financial statements for further

discussion.

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

Stockholder Matters and Issuer Purchases of Equity

Securities

Market Information

Our common stock is listed on The Nasdaq Stock Market

under the ticker symbol “NDAQ.” As of February 3, 2026,

we had approximately 177 holders of record of our common

stock

Issuer Purchases of Equity Securities

Share Repurchase Program

See “Share Repurchase Program,” of Note 12, “Nasdaq

Stockholders’ Equity,” to the consolidated financial

statements for further discussion of our share repurchase

program.

Purchases of Equity Securities by the Issuer and

Affiliated Purchasers

Under our board approved share repurchase program, we

may repurchase shares from time to time at prevailing market

prices in open market purchases, privately-negotiated

transactions, block purchases, an accelerated share

repurchase program or otherwise, as determined by our

management. As of December 31, 2025, the remaining

aggregate authorized amount under the existing share

repurchase program was $1.1 billion. The share repurchase

program may be suspended, modified or discontinued at any

time, and has no defined expiration date.

The table below represents repurchases made by or on behalf

of us or any “affiliated purchaser” of our common stock

during the fiscal quarter ended December 31, 2025:

In the table above:

• N/A - Not applicable.

• Employee transactions represents shares surrendered to us

to satisfy tax withholding obligations arising from the

vesting of restricted stock and PSUs previously issued to

employees.

• Shares listed under share repurchase program in the table

above primarily include repurchases under ASR

agreements.

◦In October 2025, we entered into a variable notional

ASR agreement, in which we delivered $250 million to a

third-party financial institution and received and

immediately retired 1,812,219 shares of our common

stock. In December 2025, upon the final settlement of

this transaction, we received (i) an additional 504,401

shares, which were immediately retired, and (ii) a $45

million cash payment, which reflects the difference

between the prepayment amount (maximum notional

amount) and the final notional amount.

◦In November 2025, we entered into an ASR with a third-

party financial institution to repurchase $75 million of

common stock and received and immediately retired

697,512 shares of our common stock. In December

2025, upon the final settlement of this transaction, we

received an additional 117,855 shares, which were

immediately retired.

• See “Share Repurchase Program,” of Note 12, “Nasdaq

Stockholders’ Equity,” to the consolidated financial

statements for further discussion of our share repurchase

program.

PERFORMANCE GRAPH

The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act,

except as shall be expressly set forth by specific reference in such filing.

The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and

S&P 500 GICS 4020 Index, our peer group, for the past five years. The figures represented below assume an initial

investment of $100 in the common stock or index at the closing price on 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

Financial Condition and Results of Operations

The following discussion and analysis of the financial

condition and results of operations of Nasdaq refers to the

year over year comparison for the fiscal years ended

December 31, 2025 and 2024 and should be read in

conjunction with our consolidated financial statements and

related notes included in this Form 10-K, as well as the

discussion under “Part I, Item 1A. Risk Factors.” For further

discussion of our growth strategy, products and services, and

competitive strengths, see “Part I, Item 1. Business.” For a

similar discussion comparing the fiscal years ended

December 31, 2024 and 2023, refer to “Part II, Item 7.

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,

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

EXECUTIVE OVERVIEW

Nasdaq is a leading technology platform that powers the

world’s economies. We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

the technology, data, and advanced analytics that enable our

clients to capture opportunities, navigate risk, and strengthen

resilience.

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services.

2025 Highlights

• Nasdaq extended its listing leadership in 2025 and

achieved its seventh consecutive year as the top U.S.

exchange by proceeds raised.

• In 2025, U.S. operating company IPOs on Nasdaq raised

over $24 billion in proceeds. In 2025, Nasdaq set a record

for listing transfers, with $1.2 trillion in annual switches

for the first time including the largest exchange transfer on

record.

• Index achieved record net inflows of $99 billion in 2025,

and exited the year with ETP AUM of $882 billion, an all-

time high. Nasdaq launched 122 new Index products in

2025, with nearly half of the launches being international

products and 32 new products in the institutional insurance

annuity space.

• The Financial Technology segment delivered 14% growth

in ARR and revenue, reflecting an increase in new clients,

cross-sells and upsells.

• Market Services delivered record revenue, reflecting

strength across U.S. cash equities and U.S. equities options

volumes in 2025.

Macroeconomic environment

Our business performance can be positively or negatively

impacted by a number of factors, including general economic

conditions, the geopolitical environment, current or expected

inflation, interest rate fluctuations, the threat or imposition of

broad-based tariffs, market volatility, changes in investment

patterns and priorities, regulatory changes, pandemics and

other factors that are generally beyond our control. For

example, higher overall U.S. trading volumes in 2025 as

compared to 2024 led to an increase in our U.S. equities

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

contributed to higher valuations in Nasdaq Indices, higher

overall volumes in Index derivatives and an improving IPO

landscape. To the extent that global or national economic

conditions weaken and result in slower growth or recessions,

our business may be negatively impacted.

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. 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.

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

revenues and expenses are translated using monthly average

exchange rates. Impacts on our revenues less transaction-

based expenses and operating income associated with

fluctuations in foreign currency are discussed in more detail

under “Item 7A. Quantitative and Qualitative Disclosures

About Market Risk.”

As discussed above, in October 2025, we sold our Solovis

business, previously included in our Capital Access

Platforms segment. Revenues, ARR and quarterly annualized

SaaS revenues related to our Solovis business has been

reclassified to “Other” for all periods presented to facilitate

comparability.

The following chart summarizes our ARR (in millions):

• In the chart above, Other for 4Q23 and 4Q24 includes $25

million and $28 million, respectively.

ARR for a given period is the current annualized value

derived from subscription contracts with a defined contract

value. This excludes contracts that are not recurring, are one-

time in nature, or where the contract value fluctuates based

on defined metrics. ARR is currently one of our key

performance metrics to assess the health and trajectory of our

recurring business. ARR does not have any standardized

definition and is therefore unlikely to be comparable to

similarly titled measures presented by other companies. ARR

should be viewed independently of revenue and deferred

revenue and is not intended to be combined with or to replace

either of those items. For AxiomSL and Calypso recurring

revenue contracts, the amount included in ARR is consistent

with the amount that we invoice the customer during the

current period. Additionally, for AxiomSL and Calypso

recurring revenue contracts that include annual values that

increase over time, we include in ARR only the annualized

value of components of the contract that are considered

active as of the date of the ARR calculation. We do not

include the future committed increases in the contract value

as of the date of the ARR calculation. ARR is not a forecast

and the active contracts at the end of a reporting period used

in calculating ARR may or may not be extended or renewed

by our customers.

The ARR chart includes:

The following chart summarizes our quarterly annualized

SaaS revenues for December 31, 2025, 2024 and 2023 (in

millions)

Showing the first 8K of 97K characters. Open the full section

Market Risk

Information about quantitative and qualitative disclosures

about market risk is incorporated herein by reference from

“Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations - Quantitative and

Qualitative Disclosures About Market Risk.”

Nasdaq’s consolidated financial statements, including

Consolidated Balance Sheets as of December 31, 2025 and

2024, Consolidated Statements of Income for the years ended

December 31, 2025, 2024 and 2023, Consolidated Statements

of Comprehensive Income for the years ended December 31,

2025, 2024 and 2023, Consolidated Statements of Changes in

Stockholders’ Equity for the years ended December 31, 2025,

2024 and 2023, Consolidated Statements of Cash Flows for

the years ended December 31, 2025, 2024 and 2023 and

notes to our consolidated financial statements, together with a

report thereon of Ernst & Young LLP, dated February 12,

2026, are attached hereto as pages F-1 through F-44 and

incorporated by reference herein.

on Accounting and Financial Disclosure

None.

Disclosure Controls and Procedures

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

Chief Executive Officer, and Executive Vice President and

Chief Financial Officer, has evaluated the effectiveness of

Nasdaq’s disclosure controls and procedures (as defined in

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

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

that evaluation, Nasdaq’s Chief Executive Officer and

Executive Vice President and Chief Financial Officer, have

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

disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

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

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

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

quarter ended December 31, 2025 that have materially

affected, or are reasonably likely to materially affect,

Nasdaq’s internal control over financial reporting.

Management’s Report on Internal Control Over

Financial Reporting

Management is responsible for the preparation and integrity

of the consolidated financial statements appearing in the

reports that we file with the SEC. The consolidated financial

statements were prepared in conformity with U.S. generally

accepted accounting principles and include amounts based on

management’s estimates and judgments.

Management is also responsible for establishing and

maintaining adequate internal control over Nasdaq’s financial

reporting. Although there are inherent limitations in the

effectiveness of any system of internal control over financial

reporting, or ICFR, we maintain a system of internal control

that is designed to provide reasonable assurance as to the fair

and reliable preparation and presentation of the consolidated

financial statements, as well as to safeguard assets from

unauthorized use or disposition that could have a material

effect on the financial statements.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2025,

based on criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) (2013

framework). This evaluation included review of the

documentation of controls, evaluation of the design

effectiveness of controls, testing of the operating

effectiveness of controls and a conclusion on this evaluation.

Based on its assessment, our management believes that, as of

December 31, 2025, our internal control over financial

reporting is effective.

Ernst & Young LLP, an independent registered public

accounting firm, has issued an attestation report on Nasdaq’s

internal control over financial reporting, which is included

herein.

Report of Independent Registered Public Accounting

Firm

To the Stockholders and the Board of Directors of Nasdaq,

Inc.

Opinion on Internal Control over Financial Reporting

We have audited Nasdaq, Inc.’s internal control over

financial reporting as of December 31, 2025, based on

criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013

framework) (the COSO criteria). In our opinion, Nasdaq, Inc.

(the Company) maintained, in all material respects, effective

internal control over financial reporting as of December 31,

2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated balance sheets of the

Company as of December 31, 2025 and 2024, the related

consolidated statements of income, comprehensive income,

changes in stockholders’ equity and cash flows for each of

the three years in the period ended December 31, 2025, and

the related notes and our report dated February 12, 2026

expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining

effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over

financial reporting included in the accompanying

Management’s Report on Internal Control Over Financial

Reporting . Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on

our audit. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to

the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of

the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about

whether effective internal control over financial reporting

was maintained in all material respects.

Our audit included obtaining an understanding of internal

control over financial reporting, assessing the risk that a

material weakness exists, testing and evaluating the design

and operating effectiveness of internal control based on the

assessed risk, and performing such other procedures as we

considered necessary in the circumstances. We believe that

our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over

Financial Reporting

A company’s internal control over financial reporting is a

process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s

internal control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company

are being made only in accordance with authorizations of

management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of

the company’s assets that could have a material effect on the

financial statements.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the

degree of compliance with the policies or procedures may

deteriorate.

/s/ Ernst & Young LLP

New York, New York

February 12, 2026

During the three months ended December 31, 2025, none of

the Company’s directors or officers adopted, terminated or

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

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

Item 408 of Regulation S-K).

Prevent Inspections

Not applicable.

PART III

Governance

Information about Nasdaq’s directors, as required by

Item 401 of Regulation S-K, is incorporated by reference, if

applicable, from the discussion under the caption “Our Board

- Director Nominees” in Nasdaq’s Proxy Statement.

Information about Nasdaq’s executive officers, as required

by Item 401 of Regulation S**-**K, is incorporated by reference

from the discussion under the caption “Executive Officers” in

the Proxy Statement. Information about Section 16 reports, as

required by Item 405 of Regulation S-K, is incorporated by

reference from the discussion under the caption “Other Items

- Delinquent Section 16(a) Reports” in the Proxy Statement.

Information about Nasdaq’s code of ethics, as required by

from the discussion under the caption "Governance - Ethics

and Compliance" in the Proxy Statement. Information about

Nasdaq’s nomination procedures, Audit & Risk Committee

and Audit & Risk Committee financial experts, as required

by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-

K, is incorporated by reference from the discussions under

the headings “Our Board - Director Nominees” and “Our

Board - Board Committees” in the Proxy Statement.

Nasdaq has an insider trading policy governing the purchase,

sale and other dispositions of Nasdaq’s securities that applies

to all Nasdaq personnel, including directors, officers,

employees, and other covered persons, as well as Nasdaq

itself. Nasdaq also follows procedures for the repurchase of

its securities. Nasdaq believes that its insider trading policy is

reasonably designed to promote compliance with insider

trading laws, rules and regulations, as well as applicable

listing standards. A copy of Nasdaq’s insider trading policy is

filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Information about Nasdaq’s director and executive

compensation, as required by Items 402, 407(e)(4) and

407(e)(5) of Regulation S-K, is incorporated by reference

from the discussions under the headings “Our Board -

Director Compensation” and “Executive

Compensation” (except under “Pay versus Performance”) in

the Proxy Statement.

Owners and Management and Related Stockholder

Matters

Information about security ownership of certain beneficial

owners and management, as required by Item 403 of

Regulation S-K, is incorporated by reference from the

discussion under the heading “Other Items - Security

Ownership of Certain Beneficial Owners and Management”

in the Proxy Statement.

Equity Compensation Plan and ESPP Information

Nasdaq’s Equity Plan provides for the issuance of our equity

securities to all employees and directors as part of their

compensation plan.

In addition, in jurisdictions where participation in the ESPP

is permitted, all our employees are eligible. Employees may

purchase shares of our common stock at a 15% discount to

the lesser of the closing price of our common stock on (i) the

first trading day of the offering period or (ii) the last trading

day of the offering period. Offering periods under the ESPP

are nine months in duration. As of December 31, 2025, all

our employees are eligible to participate.

The Equity Plan and the ESPP have been previously

approved by our stockholders. The following table sets forth

information regarding outstanding options and shares

reserved for future issuance under all of Nasdaq’s

compensation plans as of December 31, 2025.

In the table above:

• As of December 31, 2025, we also had 6,298,594 shares to

be issued upon vesting of outstanding restricted stock and

PSUs.

• The number of shares remaining available for future

issuance under equity compensation plans (excluding

shares reflected in column (a) includes 21,559,043 shares

of common stock that may be awarded pursuant to the

Equity Plan and (b) 10,077,218 shares of common stock

that may be issued pursuant to the ESPP.

and Director Independence

Information about certain relationships and related

transactions, as required by Item 404 of Regulation S-K, is

incorporated herein by reference from the discussion under

the heading “Other Items - Certain Relationships and Related

Transactions” in the Proxy Statement. Information about

director independence, as required by Item 407(a) of

Regulation S-K, is incorporated herein by reference from the

discussion under the heading “Our Board - Director

Nominees” in the Proxy Statement.

Information about principal accountant fees and services, as

required by Item 9(e) of Schedule 14A, is incorporated herein

by reference from the discussion under the heading “Annual

Evaluation and 2026 Selection of the Independent Auditors”

in the Proxy Statement.

PART IV

(a)(1) Financial Statements

See “Index to Consolidated Financial Statements.”

(a)(2) Financial Statement Schedules

All schedules are omitted because they are not applicable or

the required information is included in the consolidated

financial statements or notes.

(a)(3) Exhibits

*Management contract or compensatory plan or

arrangement.

† Schedules have been omitted pursuant to Items

601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K.

(b) Exhibits:

See Item 15(a)(3) above.

(c) Financial Statement Schedules:

All schedules are omitted because they are not applicable

or the required information is included in the

consolidated financial statements or notes.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized, on February 12,

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities

indicated as of February 12, 2026.

F-1

Nasdaq, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements of Nasdaq, Inc. and its subsidiaries are presented herein on the page indicated:

F-2

Report of Independent Registered Public Accounting

Firm

To the Stockholders and the Board of Directors of Nasdaq,

Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Nasdaq, Inc. (the Company) as of December 31,

2025 and 2024, the related consolidated statements of

income, comprehensive income, changes in stockholders’

equity and cash flows for each of the three years in the period

ended December 31, 2025, and the related notes(collectively

referred to as the “consolidated financial statements”). In our

opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company

at December 31, 2025 and 2024, and the results of its

operations and its cash flows for each of the three years in the

period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over

financial reporting as of December 31, 2025, based on

criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013

framework), and our report dated February 12, 2026

expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the

Company's management. Our responsibility is to express an

opinion on the Company’s financial statements based on our

audits. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to

the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of

the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about

whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits

included performing procedures to assess the risks of

material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test

basis, evidence regarding the amounts and disclosures in the

financial statements. Our audits also included evaluating the

accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of

the financial statements. We believe that our audits provide a

reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter

arising from the current period audit of the financial

statements that was communicated or required to be

communicated to the audit committee and that: (1) relates to

accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging,

subjective or complex judgments. The communication of the

critical audit matter does not alter in any way our opinion on

the consolidated financial statements, taken as a whole, and

we are not, by communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on

the accounts or disclosure to which it relates.

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