Item 16. Form 10-K Summary

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,

Nasdaq, Inc.
(Registrant)
By:	/s/ Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer
Date:	February 12, 2026

Pursuant to the requirements of the Securities Exchange Act

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

persons on behalf of the registrant and in the capacities

indicated as of February 12, 2026.

By:	/s/ Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer and Chair of the Board
By:	/s/ Sarah Youngwood
Name:	Sarah Youngwood
Title:	Executive Vice President and Chief Financial Officer
By:	/s/ Michelle Daly
Name:	Michelle Daly
Title:	Senior Vice President, Controller and Principal Accounting Officer
By:	*
Name:	Melissa M. Arnoldi
Title:	Director
By:	*
Name:	Charlene T. Begley
Title:	Director
By:	*
Name:	Essa Kazim
Title:	Director
By:	*
Name:	Thomas A. Kloet
Title:	Director
By:	*
Name:	Kathryn A. Koch
Title:	Director
By:	*
Name:	Holden Spaht
Title:	Director

By:	*
Name:	Michael R. Splinter
Title:	Director
By:	*
Name:	Johan Torgeby
Title:	Director
By:	*
Name:	Toni Townes-Whitley
Title:	Director
By:	*
Name:	Jeffery W. Yabuki
Title:	Director
By:	*
Name:	Alfred W. Zollar
Title:	Director
* Pursuant to Power of Attorney
By:	/s/ John A. Zecca
Name:	John A. Zecca
Title:	Attorney-in-Fact

F-1

Nasdaq, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

Report of Independent Registered Public Accounting Firm (PCAOB ID 42)	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Income	F-5
Consolidated Statements of Comprehensive Income	F-6
Consolidated Statements of Changes in Stockholders’ Equity	F-7
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9

F-2

Report of Independent Registered Public Accounting

Firm

To the Stockholders and the Board of Directors of Nasdaq,

Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

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

2025 and 2024, the related consolidated statements of

income, comprehensive income, changes in stockholders’

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

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

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

opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company

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

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

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

generally accepted accounting principles.

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

Public Company Accounting Oversight Board (United

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

financial reporting as of December 31, 2025, based on

criteria established in Internal 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.

	Calypso and AxiomSL on-premises license revenue recognition
Description of the Matter	As described in Notes 2 and 3 to the consolidated financial statements, the Company recognizes revenue within its Regulatory Technology and Capital Markets Technology products for AxiomSL and Calypso on-premises license agreements, respectively. The AxiomSL on-premises software offering includes both license and post-contract customer support, which includes frequent and ongoing mandatory regulatory updates. Both the AxiomSL on-premises license and the post-contract customer support, inclusive of the frequent and ongoing mandatory regulatory updates, are accounted for as a single performance obligation and recognized ratably over the contract term. For the on-premises Calypso capital markets product, distinct performance obligations are recognized for the license and post-contract customer support and the performance obligation of the on-premises license revenue is recognized upfront at the point in time when the software is made available to the user. Post-contract customer support is recognized over time on a ratable basis over the contract period. Auditing the Company’s identification of performance obligations along with the timing over which those performance obligations are satisfied for the acquired AxiomSL and Calypso on-premises license agreements required complex judgment.

F-3

How We Addressed the Matter in Our Audit

We obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products. To test the Company’s judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Company’s AxiomSL and Calypso service offerings and evaluating management’s conclusions regarding which were distinct. We read a sample of executed contracts to assess management’s evaluation of significant terms, including the determination of distinct performance obligations.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1986.

New York, New York

February 12, 2026

F-4

Nasdaq, Inc.

Consolidated Balance Sheets

(in millions, except share and par value amounts)

	December 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$604		$592
Restricted cash and cash equivalents	210		31
Default funds and margin deposits (including restricted cash and cash equivalents of $3,120 and $4,383, respectively)	5,842		5,664
Financial investments	28		184
Receivables, net	943		1,022
Other current assets	376		293
Total current assets	8,003		7,786
Property and equipment, net	728		593
Goodwill	14,371		13,957
Intangible assets, net	6,511		6,905
Operating lease assets	447		375
Other non-current assets	993		779
Total assets	$31,053		$30,395
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$280		$269
Section 31 fees payable to SEC	—		319
Accrued personnel costs	364		325
Deferred revenue	785		711
Other current liabilities	259		215
Default funds and margin deposits	5,842		5,664
Short-term debt	431		399
Total current liabilities	7,961		7,902
Long-term debt	8,573		9,081
Deferred tax liabilities, net	1,584		1,594
Operating lease liabilities	462		388
Other non-current liabilities	241		230
Total liabilities	18,821		19,195
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 594,620,320 at December 31, 2025 and 598,920,378 at December 31, 2024; shares outstanding: 569,894,024 at December 31, 2025 and 575,062,217 at December 31, 2024	6		6
Additional paid-in capital	5,122		5,530
Common stock in treasury, at cost: 24,726,296 shares at December 31, 2025 and 23,858,161 shares at December 31, 2024	(716)		(647)
Accumulated other comprehensive loss	(1,773)		(2,099)
Retained earnings	9,588		8,401
Total Nasdaq stockholders’ equity	12,227		11,191
Noncontrolling interests	5		9
Total equity	12,232		11,200
Total liabilities and equity	$31,053		$30,395

See accompanying notes to consolidated financial statements.

F-5

Nasdaq, Inc.

Consolidated Statements of Income

(in millions, except per share amounts)

	Year Ended December 31,
	2025		2024		2023
Revenues:
Capital Access Platforms	$2,137		$1,945		$1,744
Financial Technology	1,850		1,621		1,099
Market Services	4,214		3,771		3,156
Other revenues	61		63		65
Total revenues	8,262		7,400		6,064
Transaction-based expenses:
Transaction rebates	(2,572)		(2,026)		(1,838)
Brokerage, clearance and exchange fees	(441)		(725)		(331)
Revenues less transaction-based expenses	5,249		4,649		3,895
Operating expenses:
Compensation and benefits	1,392		1,324		1,082
Professional and contract services	160		152		128
Technology and communication infrastructure	316		281		233
Occupancy	124		112		129
General, administrative and other	75		109		113
Marketing and advertising	65		54		47
Depreciation and amortization	632		613		323
Regulatory	52		55		34
Merger and strategic initiatives	60		35		148
Restructuring charges	42		116		80
Total operating expenses	2,918		2,851		2,317
Operating income	2,331		1,798		1,578
Interest income	39		28		115
Interest expense	(367)		(414)		(284)
Net gain on divestitures	86		—		—
Other income (loss)	(27)		21		(1)
Net income (loss) from unconsolidated investees	83		16		(7)
Income before income taxes	2,145		1,449		1,401
Income tax provision	358		334		344
Net income	1,787		1,115		1,057
Net loss attributable to noncontrolling interests	1		2		2
Net income attributable to Nasdaq	$1,788		$1,117		$1,059
Per share information:
Basic earnings per share	$3.12		$1.94		$2.10
Diluted earnings per share	$3.09		$1.93		$2.08
Cash dividends declared per common share	$1.05		$0.94		$0.86

See accompanying notes to consolidated financial statements.

F-6

Nasdaq, Inc.

Consolidated Statements of Comprehensive Income

(in millions)

	Year Ended December 31,
	2025		2024		2023
Net income	$1,787		$1,115		$1,057
Other comprehensive income (loss):
Foreign currency translation gains (losses)	225		(135)		39
Income tax benefit (expense)(1)	94		(45)		18
Foreign currency translation, net	319		(180)		57
Employee benefit plan adjustment	(1)		17		11
Income tax expense	—		(4)		(3)
Employee benefit plan, net	(1)		13		8
Unrealized gain (loss) on derivatives instruments, net	8		(8)		2
Total other comprehensive income (loss), net of tax	326		(175)		67
Comprehensive income	2,113		940		1,124
Comprehensive loss attributable to noncontrolling interests	1		2		2
Comprehensive income attributable to Nasdaq	$2,114		$942		$1,126

____________

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

See accompanying notes to consolidated financial statements.

F-7

Nasdaq, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(in millions)

	Year Ended December 31,
	2025				2024				2023
	Shares		$		Shares		$		Shares		$
Common stock
Beginning balance	575		6		575		6		492		5
Acquisition-related stock issuance	—		—		—		—		86		1
Ending balance			6				6				6
Additional paid-in capital
Beginning balance			5,530				5,496				1,445
Share repurchase program	(7)		(620)		(2)		(145)		(5)		(269)
Share-based compensation	2		165		2		141		3		122
Acquisition-related stock issuance	—		—		—		—		—		4,169
Other issuances of common stock, net	1		47		1		38		1		29
Ending balance			5,122				5,530				5,496
Common stock in treasury, at cost
Beginning balance			(647)				(587)				(515)
Employee shares withheld	(1)		(69)		(1)		(60)		(2)		(72)
Ending balance			(716)				(647)				(587)
Accumulated other comprehensive loss
Beginning balance			(2,099)				(1,924)				(1,991)
Other comprehensive income (loss)			326				(175)				67
Ending balance			(1,773)				(2,099)				(1,924)
Retained earnings
Beginning balance			8,401				7,825				7,207
Net income attributable to Nasdaq			1,788				1,117				1,059
Cash dividends declared and paid			(601)				(541)				(441)
Ending balance			9,588				8,401				7,825
Total Nasdaq stockholders’ equity			12,227				11,191				10,816
Noncontrolling interests
Beginning balance			9				11				13
Net activity related to noncontrolling interests			(4)				(2)				(2)
Ending balance			5				9				11
Total Equity	570		$12,232		575		$11,200		575		$10,827

See accompanying notes to consolidated financial statements.

F-8

Nasdaq**, Inc.**

Consolidated Statements of Cash Flows

(in millions)

	Year Ended December 31,
	2025		2024		2023
Cash flows from operating activities:
Net income	$1,787		$1,115		$1,057
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	632		613		323
Share-based compensation	165		141		122
Deferred income tax expense (benefit)	48		(67)		68
Extinguishment of debt and bridge fees	5		3		25
Net gain on divestitures	(86)		—		—
Non-cash restructuring charges	1		37		12
Net (income) loss from unconsolidated investees	(83)		(16)		7
Operating lease asset impairments	—		—		13
Adenza purchase accounting adjustment	—		32		—
Other reconciling items included in net income	21		35		30
Net change in operating assets and liabilities, excluding the effects of divestitures:
Receivables, net	91		(193)		3
Other assets	(96)		(50)		9
Accounts payable and accrued expenses	(6)		(60)		149
Section 31 fees payable to SEC	(319)		235		(160)
Accrued personnel costs	25		34		13
Deferred revenue	69		67		88
Other liabilities	1		13		(63)
Net cash provided by operating activities	2,255		1,939		1,696
Cash flows from investing activities:
Purchases of securities	(243)		(206)		(712)
Proceeds from sales and redemptions of securities	427		199		719
Proceeds from divestitures, net of cash divested	140		—		—
Acquisition of businesses, net of cash and cash equivalents acquired	—		—		(5,766)
Purchases of property and equipment	(266)		(207)		(158)
Investments related to default funds and margin deposits, net(1)	(1,080)		(707)		(74)
Other investing activities	(78)		(32)		(3)
Net cash used in investing activities	(1,100)		(953)		(5,994)
Cash flows from financing activities:
Repayments of commercial paper, net	—		(291)		(371)
Repayments of debt and credit commitment	(826)		(521)		(260)
Proceeds from issuances of debt, net of issuance costs	—		—		5,608
Repurchases of common stock	(616)		(145)		(269)
Dividends paid	(601)		(541)		(441)
Payments related to employee shares withheld for taxes	(69)		(60)		(72)
Default funds and margin deposits	(884)		(1,030)		22
Other financing activities	43		27		3
Net cash provided by (used in) financing activities	(2,953)		(2,561)		4,220
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	726		(537)		202
Net decrease in cash and cash equivalents and restricted cash and cash equivalents	(1,072)		(2,112)		124
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period	5,006		7,118		6,994
Cash and cash equivalents, restricted cash and cash equivalents at end of period	$3,934		$5,006		$7,118
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents	$604		$592		$453
Restricted cash and cash equivalents	210		31		20
Restricted cash and cash equivalents (default funds and margin deposits)	3,120		4,383		6,645
Total	$3,934		$5,006		$7,118
Supplemental Disclosure Cash Flow Information
Cash paid for:
Interest paid	$354		$405		$177
Income taxes paid, net of refunds	$373		$358		$254

__________________________

(1)See "Default Fund Contributions and Margin Deposits," of Note 15, "Clearing Operations," for further details.

See accompanying notes to consolidated financial statements.

F-9

Nasdaq, Inc.

Notes to Consolidated Financial Statements

1. ORGANIZATION AND NATURE OF OPERATIONS

Nasdaq is a leading technology platform that powers the

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.

Our organizational structure aligns our businesses with the

foundational shifts that are driving the evolution of the global

financial system. We manage, operate and provide our

products and services in three business segments: Capital

Access Platforms, Financial Technology and Market

Services.

Capital Access Platforms

Our Capital Access Platforms segment comprises Data &

Listing Services, Index and Workflow & Insights.

Our Data business distributes historical and real-time market

data to sell-side customers, the institutional investing

community, retail online brokers, proprietary trading firms

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

distributors. Our data products can enhance the transparency

of market activity within our exchanges and provide critical

information to professional and non-professional investors

globally.

Our Listing Services business operates listing platforms in

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

raising solutions for public companies. Our main listing

markets are The Nasdaq Stock Market and the Nasdaq

Nordic and Nasdaq Baltic exchanges. Through Nasdaq First

North, our Nordic and Baltic operations also offer alternative

marketplaces for smaller companies and growth companies.

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

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

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

there were 4,480 total listings on The Nasdaq Stock Market,

including 1,112 ETPs. The Nasdaq combined market

capitalization in the U.S. was approximately $40.6 trillion. In

Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,

together with Nasdaq First North, were home to 1,119 listed

companies with a combined market capitalization of

approximately $2.4 trillion.

Our Index business develops and licenses Nasdaq-branded

indices and financial products. We also license cash-settled

futures, options and options on futures on our indices. As of

December 31, 2025, 451 ETPs listed on 27 exchanges in over

20 countries tracked a Nasdaq index and accounted for $882

billion in AUM.

Workflow & Insights includes our analytics and corporate

solutions businesses. Our analytics business provides hedge

funds, asset managers, investment consultants and

institutional asset owners with information and analytics to

make data-driven investment decisions, deploy their

resources more productively, and provide liquidity solutions

for private funds. Through our eVestment solutions, we

provide a suite of cloud-based solutions that help institutional

investors and consultants conduct pre-investment due

diligence, and monitor their portfolios post-investment. The

eVestment platform also enables asset managers to efficiently

distribute information about their firms and funds to asset

owners and consultants worldwide. In October 2025, we sold

our Solovis business, a financial technology platform

offering portfolio monitoring and analytics tools. Revenues

from this business are reflected in Other revenues in the

Consolidated Statements of Income for all periods presented,

and in our Corporate segment for our segment disclosures.

The Nasdaq Fund Network and Nasdaq Data Link are

additional platforms in our suite of investment data analytics

offerings and data management tools.

Our corporate solutions business serves both public and

private companies and organizations through our Investor

Relations Intelligence, Sustainability Solutions and

Governance Solutions products. Our public company clients

can be companies listed on our exchanges or other U.S. and

global exchanges. Our private company clients include a

diverse group of organizations ranging from family-owned

companies, government organizations, law firms, privately

held entities, and various non-profit organizations to

hospitals and healthcare systems. We help organizations

enhance their ability to understand and expand their global

shareholder base, improve corporate governance, and

navigate the evolving sustainability landscape through our

suite of advanced technology, analytics, reporting and

consulting services.

Financial Technology

Our Financial Technology segment comprises Financial

Crime Management Technology, Regulatory Technology and

Capital Markets Technology businesses.

Financial Crime Management Technology includes our

Nasdaq Verafin solution, a cloud-based platform leveraging

consortium data and AI to help financial institutions detect,

investigate, and report money laundering and financial fraud.

Regulatory Technology comprises our AxiomSL and

surveillance solutions. AxiomSL is a global leader in risk

data management and regulatory reporting solutions for the

financial industry, including banks, broker dealers and asset

managers. Its unique enterprise data management platform

delivers data lineage, risk aggregation, analytics, workflow

automation, reconciliation, validation and audit functionality,

as well as disclosures. AxiomSL’s platform supports

F-10

compliance across a wide range of global and local

regulations. Our surveillance solutions are designed for

banks, brokers and other market participants to assist them in

complying with market abuse and integrity rules and

regulations. In addition, we provide regulators and exchanges

with a platform for surveillance.

Capital Markets Technology includes our market technology,

trade management services and Calypso solutions. Our

market technology business is a leading global technology

solutions provider and partner to exchanges, clearing

organizations, central securities depositories, regulators,

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

market technology solutions are utilized by leading markets

in North America, Europe and Asia as well as emerging

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

trade management services provide market participants with

a wide variety of alternatives for connecting to and accessing

our markets for a fee. Our marketplaces may be accessed

through different protocols used for quoting, order entry,

trade reporting and connectivity to various data feeds. We

also provide colocation services to market participants,

whereby we offer firms cabinet space and power to house

their own equipment and servers within our data centers.

Additionally, we offer a number of wireless connectivity

offerings between select data centers using millimeter wave

and microwave technology. Calypso is a leading platform

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

collateral management solutions. The Calypso solution

provides customers with a single platform designed from the

outset to enable consolidation, innovation and growth.

Market Services

Our Market Services segment includes revenues from equity

derivatives trading, cash equity trading, Nordic fixed income

trading & clearing, Nordic commodities and U.S. Tape plans

data. We operate 19 exchanges across several asset classes,

including derivatives, commodities, cash equity, debt,

structured products and ETPs. In addition, in certain

countries where we operate exchanges, we also provide

clearing, settlement and central depository services. In

January 2025, we entered into an agreement to transfer

existing open positions in our Nordic power futures business

to a European exchange, which was completed in June 2025.

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

discussion. Revenues from this business are reflected in other

revenues in the Consolidated Statements of Income for all

periods presented, and in our Corporate segment for our

segment disclosures.

Our transaction-based platforms provide market participants

with the ability to access, process, display and integrate

orders and quotes. The platforms allow the routing and

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

transactions, providing fee-based revenues.

2. SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements are prepared in

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

Nasdaq, its wholly-owned subsidiaries and other entities in

which Nasdaq has a controlling financial interest. When we

do not have a controlling interest in an entity but exercise

significant influence over the entity’s operating and financial

policies, such investment is accounted for under the equity

method of accounting. See “Equity Method Investments”

within “Investments” below for further discussion.

The accompanying consolidated financial statements reflect

all adjustments which are, in the opinion of management,

necessary for a fair statement of the results. These

adjustments are of a normal recurring nature. All significant

intercompany accounts and transactions have been eliminated

in consolidation.

Certain prior year amounts have been reclassified to conform

to the current year presentation. In addition, certain

percentages and per share amounts herein may not sum or

recalculate due to rounding.

Use of Estimates

In preparing our consolidated financial statements, we make

assumptions, judgments and estimates that can have a

significant impact on our revenue, operating income and net

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

in the consolidated balance sheets. At least quarterly, we

evaluate our assumptions, judgments and estimates, and

make changes as deemed necessary.

Foreign Currency

Foreign denominated assets and liabilities are remeasured

into the functional currency at exchange rates in effect at the

balance sheet date and recorded through the income

statement. Gains or losses resulting from foreign currency

transactions are remeasured using the rates on the dates on

which those elements are recognized during the period, and

are included in general, administrative and other expense in

the Consolidated Statements of Income.

Translation gains or losses resulting from translating our

subsidiaries’ financial statements from the local functional

currency to the reporting currency, net of tax, are included in

accumulated other comprehensive loss in the Consolidated

Balance Sheets. Assets and liabilities are translated at the

balance sheet date while revenues and expenses are translated

at the date the transaction occurs or at an applicable average

rate.

Cash and Cash Equivalents

Cash and cash equivalents include all non-restricted cash in

banks and highly liquid investments with original maturities

of 90 days or less at the time of purchase. Such equivalent

investments included in cash and cash equivalents in the

Consolidated Balance Sheets were $337 million as of

December 31, 2025 and $373 million as of December 31,

2024. Cash equivalents are carried at cost plus accrued

F-11

interest, which approximates fair value due to the short

maturities of these investments.

Restricted Cash

Restricted cash and cash equivalents, which was $210 million

as of December 31, 2025 and $31 million as of December 31,

2024, is restricted from withdrawal due to a contractual or

regulatory requirement or not available for general use and as

such is classified as restricted in the Consolidated Balance

Sheets. As of December 31, 2025 and 2024, restricted cash

and cash equivalents primarily includes funds held for

regulatory capital for our trading and clearing businesses.

Default Funds and Margin Deposits

Nasdaq Clearing members’ cash contributions are included in

default funds and margin deposits in the Consolidated

Balance Sheets as both a current asset and a current liability.

These balances may fluctuate over time due to changes in the

amount of deposits required and whether members choose to

provide cash or non-cash contributions. Non-cash

contributions include highly rated government debt securities

that must meet specific criteria approved by Nasdaq Clearing.

Non-cash contributions are pledged assets that are not

recorded in the Consolidated Balance Sheets as Nasdaq

Clearing does not take legal ownership of these assets and the

risks and rewards remain with the clearing members.

Receivables, net

Our receivables are concentrated with our customers which

primarily include corporate clients, banks, investment

managers, brokers, and exchange operators. Receivables are

shown net of allowance for credit losses. The allowance is

maintained at a level that management believes to be

sufficient to absorb expected losses over the life of our

accounts receivable portfolio. The allowance is increased by

the provision for bad debts, which is included in general,

administrative and other expense in the Consolidated

Statements of Income, and decreased by the amount of

charge-offs, net of recoveries.

The allowance is primarily based on an aging methodology.

This method applies loss rates based on historical loss

information which is disaggregated by business segment and,

as deemed necessary, is adjusted for other factors and

considerations that could impact collectibility. In developing

our estimate of lifetime expected credit losses, we also

consider business, economic, and market conditions that may

affect customers’ ability to pay, as well as identifiable

changes in the risk characteristics of our customer base.

In circumstances where a specific customer’s inability to

meet its financial obligations is known (i.e., bankruptcy

filings), we determine whether a specific provision for bad

debts is required. Accounts receivable are written-off against

the allowance when collection efforts cease. Due to changing

economic, business and market conditions, we review the

allowance quarterly and make changes to the allowance

through the provision for bad debts as appropriate. If

circumstances change (i.e., higher than expected defaults or

an unexpected material adverse change in a major customer’s

ability to pay), our estimates of recoverability could be

reduced by a material amount. The total allowance netted

against receivables in the Consolidated Balance Sheets was

$11 million as of December 31, 2025 and $10 million as of

December 31, 2024. Any provision for bad debt or write-off

recorded during the year was immaterial.

Investments

Purchases and sales of investment securities are recognized

on settlement date.

Financial Investments

Financial investments are comprised of trading securities

bought primarily to meet regulatory capital requirements.

These investments are classified as trading securities as they

are generally sold in the near term, with changes in fair value

included in other income (loss) in the Consolidated

Statements of Income.

Fair values are obtained from third-party pricing sources.

When available, quoted market prices are used to determine

fair value. If quoted market prices are not available, fair

values are estimated using pricing models with observable

market inputs. The inputs to the valuation models vary by the

type of security being priced but are typically benchmark

yields, reported trades, broker-dealer quotes, and prices of

similar assets. Pricing models generally do not entail material

subjectivity because the methodologies employed use inputs

observed from active markets. See “Fair Value

Measurements” below for further discussion of fair value

measures.

Equity Securities

Investments in equity securities with readily determinable

fair values (other than those accounted for under the equity

method or those that result in consolidation of the investee)

are measured at fair value and any changes in fair value are

recognized in other income (loss) in the Consolidated

Statements of Income.

Equity investments without readily determinable fair values

are accounted for under the measurement alternative, under

which investments are measured at cost, less any impairment,

plus or minus changes resulting from observable price

changes in orderly transactions for the identical or a similar

investment of the same issuer on a prospective basis. We

assess relevant transactions that occur on or before the

balance sheet date to identify observable price changes, and

we regularly monitor these investments to evaluate whether

there is an indication that the investment is impaired, based

on the share price from the investee’s latest financing round,

the performance of the investee in relation to its own

operating targets, the investee’s liquidity and cash position,

and general market conditions. If a qualitative assessment

indicates that the security is impaired, Nasdaq will estimate

the fair value of the security and, if the fair value is less than

the carrying amount of the security, will recognize an

impairment loss in net income equal to the difference in the

F-12

period the impairment occurs. See Note 6, “Investments,” for

further discussion of our equity securities.

Our investments in equity securities are included in other

non-current assets in the Consolidated Balance Sheets, as we

intend to hold these investments for more than one year.

Equity Method Investments

In general, the equity method of accounting is used when we

own 20% to 50% of the outstanding voting stock of a

company or when we are able to exercise significant

influence over the operating and financial policies of a

company. We have certain investments in which we have

determined that we have significant influence and as such

account for the investments under the equity method of

accounting. We record our estimated pro-rata share of

earnings or losses each reporting period and record any

dividends as a reduction in the investment balance. We

evaluate our equity method investments for other-than-

temporary declines in value by considering a variety of

factors such as the earnings capacity of the investment and

the fair value of the investment compared to its carrying

amount. In addition, for investments where the market value

is readily determinable, we consider the underlying stock

price. If the estimated fair value of the investment is less than

the carrying amount and management considers the decline in

value to be other than temporary, the excess of the carrying

amount over the estimated fair value is recognized in net

income in the period the impairment occurs. See Note 6,

“Investments,” for further discussion of our equity method

investments.

Derivative Financial Instruments and Hedging Activities

We may use derivative financial instruments to manage

exposure to changes in currency exchange rates. We do not

use these contracts for speculative trading purposes.

Non-Designated Derivatives

We use foreign exchange forward contracts to manage

foreign currency exposure of intercompany loans, accounts

receivable, accounts payable and other balance sheet items.

These contracts are not designated as hedges under ASC 815,

Derivatives and Hedging. The change in fair value of these

contracts is recognized in general, administrative and other

expense in the Consolidated Statements of Income and

offsets the foreign currency exposure.

As of December 31, 2025 and 2024 and for the years ended

December 31, 2025, 2024 and 2023, the fair value of our

non-designated derivative instruments and the related gains

and losses were immaterial.

Derivatives designated as cash flow hedges

We enter into foreign currency contracts and designate them

as cash flow hedges to manage forecasted foreign currency

revenue and expenses. To apply hedge accounting treatment,

all hedging relationships are formally documented at the

inception of the hedge, and the hedges must be highly

effective in offsetting changes to future cash flows on the

hedged transactions. The change in fair value of these

contracts is recorded, net of tax, in accumulated other

comprehensive loss in the Consolidated Balance Sheets until

the forecasted transaction occurs. When the forecasted

transaction affects earnings, we reclassify the related gain or

loss on the foreign currency revenue or foreign currency

expense to revenue or operating expense, as applicable.

As of December 31, 2025 and 2024, and for the years ended

December 31, 2025, 2024 and 2023, the fair value of our

derivative instruments designated as cash flow hedges, the

related amounts recognized in other comprehensive loss and

any amounts reclassified into earnings, were immaterial.

Net Investment Hedges

Net assets of our foreign subsidiaries are exposed to volatility

in foreign currency exchange rates. We may utilize net

investment hedges to offset the translation adjustment arising

from re-measuring our investment in foreign subsidiaries.

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

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Any increase or decrease related to the

remeasurement of these notes into U.S. dollars is recorded in

accumulated other comprehensive loss in the Consolidated

Balance Sheets. See “Net Investment Hedge” of Note 9,

“Debt Obligations,” for further discussion.

In 2025, we also entered into foreign exchange forward

contracts to hedge a portion of our net investment in certain

foreign subsidiaries. These foreign exchange contracts are

carried at fair value, and reported as either an asset or liability

depending on their position as of the balance sheet date. As

of December 31, 2025, the fair value of these contracts is

included in other non-current liabilities and accumulated

other comprehensive income in the Condensed Consolidated

Balance Sheets. The accumulated gains and losses associated

with these instruments will remain in accumulated other

comprehensive loss in the Consolidated Balance Sheets until

the foreign subsidiaries are sold or substantially liquidated, at

which point they will be reclassified into earnings.

As of and for the year ended December 31, 2025, the fair

value of our derivative instruments designated as net

investment hedges and the related amounts recognized in

other comprehensive loss were immaterial. There were no

amounts reclassified into earnings for the year ended

December 31, 2025.

Property and Equipment, net

Property and equipment, including leasehold improvements,

are carried at cost less asset impairment charges and

accumulated depreciation and amortization. Depreciation and

amortization are recognized using the straight-line method

over the estimated useful lives of the related assets, which

range from 3 to 5 years for data processing equipment, and 5

to 10 years for furniture and equipment.

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Leasehold improvements are amortized using the straight-line

method over the shorter of their estimated useful lives or the

remaining term of the related lease.

We develop systems solutions for both internal and external

use. Certain costs incurred in connection with developing or

obtaining internal use software are capitalized. In addition,

certain costs of computer software to be sold, leased, or

otherwise marketed as a separate product or as part of a

product or process are capitalized beginning when a

product’s technological feasibility has been established and

ending when a product is available for general release.

Technological feasibility is established upon completion of a

detailed program design or, in its absence, completion of a

working model. Prior to reaching technological feasibility, all

costs are charged to expense. Unamortized capitalized costs

are included in data processing equipment and software,

within property and equipment, net in the Consolidated

Balance Sheets. Capitalized software costs are amortized on a

straight-line basis over the estimated useful lives of the

software, generally 5 to 10 years. Amortization of these costs

is included in depreciation and amortization expense in the

Consolidated Statements of Income.

Implementation costs incurred in a cloud computing

arrangement that is a service contract are capitalized as a

prepaid asset, primarily included in other current assets in the

Consolidated Balance Sheets, and are amortized over the

expected service period in the relevant expense category in

the Consolidated Statements of Income.

Property and equipment and costs capitalized related to cloud

computing arrangements are subject to impairment testing

when events or conditions indicate that the carrying amount

of an asset may not be recoverable. For internal use software

and cloud computing arrangements, an impairment charge is

recognized when the carrying amount of the software exceeds

its fair value and is not recoverable. For software to be sold,

leased, or marketed, the carrying amount of the software is

compared to its net realizable value, which represents the

estimated future gross revenues from that product reduced by

the estimated future costs of completing and disposing of that

product. The amount by which the carrying amount exceeds

the net realizable value shall be written off. Any required

impairment loss is recorded as a reduction in the carrying

amount of the related asset and a charge to operating results.

See Note 7, “Property and Equipment, net,” for further

discussion.

Leases

At inception, we determine whether a contract is or contains

a lease. We have operating leases which include real estate

leases, primarily for our U.S. and European headquarters and

for general office space, and data center leases. As of

December 31, 2025, these leases have varying lease terms

with remaining maturities ranging up to 12 years. Operating

lease balances are included in operating lease assets, other

current liabilities, and operating lease liabilities in the

Consolidated Balance Sheets. We do not have any leases

classified as finance leases.

Operating lease assets represent our right to use an

underlying asset for the lease term and lease liabilities

represent our obligation to make lease payments arising from

the lease. Operating lease assets and liabilities are recognized

at commencement date based on the present value of lease

payments over the lease term. Since our leases do not provide

an implicit rate, we use our incremental borrowing rate based

on the estimated rate of interest for collateralized borrowing

over a similar term of the lease payments at commencement

date in determining the present value of lease payments. The

operating lease asset also includes any lease payments made

and excludes lease incentives. Our lease terms include

options to extend or terminate the lease when we are

reasonably certain that we will exercise that option. Lease

expense for lease payments is recognized on a straight-line

basis over the lease term. Certain of our lease agreements

include rental payments adjusted periodically for inflation

based on an index or rate, which are considered variable lease

payments and are expensed as incurred.

We have lease agreements with lease and non-lease

components, which are accounted for as a single performance

obligation to the extent that the timing and pattern of transfer

are similar for the lease and non-lease components and the

lease component qualifies as an operating lease. We do not

recognize lease liabilities and operating lease assets for leases

with a term of 12 months or less. We recognize these lease

payments on a straight-line basis over the lease term.

We review our operating lease assets for potential

impairment when there is evidence that events or changes in

circumstances indicate that the carrying amount of the asset

may not be recoverable. We fully impair our lease assets for

locations that we vacate with no intention to sublease.

See Note 16, “Leases,” for further discussion.

Goodwill and Indefinite-Lived Intangible Assets

Assets acquired and liabilities assumed in connection with

our acquisitions are recorded at their estimated fair values.

Goodwill represents the excess of purchase price over the

estimated fair value assigned to the net assets, including

identifiable intangible assets, of a business acquired.

Goodwill is allocated to our reporting units based on the

assignment of the fair values of each reporting unit of the

acquired company. We recognize specifically identifiable

intangibles, such as customer relationships, technology,

exchange and clearing registrations, trade names and licenses

F-14

when a specific right or contract is acquired. Goodwill and

intangible assets deemed to have indefinite useful lives,

primarily exchange and clearing registrations, are not

amortized but instead are tested for impairment at least

annually as of October 1 and more frequently whenever

events or changes in circumstances indicate that the fair value

of the asset may be less than its carrying amount, such as

changes in the business climate, poor indicators of operating

performance or the sale or disposition of a significant portion

of a reporting unit. We perform our goodwill impairment test

at the reporting unit level for our three reporting units:

Capital Access Platforms, Financial Technology and Market

Services segments. When testing goodwill and indefinite-

lived intangible assets for impairment, we have the option of

first performing a qualitative assessment to determine

whether it is more likely than not that the fair value of a

reporting unit or indefinite-lived intangible asset is less than

their respective carrying amounts as the basis to determine if

it is necessary to perform a quantitative impairment test. If

we choose not to complete a qualitative assessment, or if the

initial assessment indicates that it is more likely than not that

the carrying amount of a reporting unit or the carrying

amount of an indefinite-lived intangible asset exceeds their

respective estimated fair values, a quantitative test is

required. Our decision to perform a qualitative impairment

assessment in a given year is influenced by a number of

factors, including but not limited to, the size of the reporting

unit’s goodwill, the significance of the excess of the

reporting unit’s estimated fair value or the indefinite-lived

intangible asset’s fair value over their respective carrying

amounts at the last quantitative assessment date, and the

amount of time in between quantitative fair value

assessments.

In performing a quantitative impairment test, we compare the

fair value of each reporting unit and indefinite-lived

intangible asset with their respective carrying amounts. If the

carrying amounts of the reporting unit or the indefinite-lived

intangible asset exceed their respective fair values, an

impairment charge is recognized in an amount equal to the

difference, limited to the total amount of goodwill allocated

to that reporting unit or the total carrying value of the

indefinite-lived intangible asset.

Other Long-Lived Assets

We review our other long-lived assets, including finite-lived

intangible assets, for potential impairment when there is

evidence that events or changes in circumstances indicate that

the carrying amount of an asset may not be recoverable. The

carrying amount of an asset is not recoverable if it exceeds

the sum of the undiscounted cash flows expected to result

from the use and eventual disposition of the asset. If the

carrying amount of the long-lived asset is not recoverable, we

would measure the impairment loss as the amount by which

the carrying amount of the asset exceeds its fair value and is

recorded as a reduction in the carrying amount of the related

asset and a charge to operating results. The fair value of

finite-lived intangible assets is based on various valuation

techniques, such as discounted cash flow analysis.

Revenue Recognition and Transaction-Based Expenses

Revenue From Contracts With Customers

Our revenue recognition policies under FASB ASC Topic

606, “Revenue from Contracts with Customers,” or Topic

606, are described in the following paragraphs.

Contract Balances

Substantially all of our revenues are considered to be

revenues from contracts with customers. The related accounts

receivable balances are recorded in the Consolidated Balance

Sheets as receivables which are net of an allowance for credit

losses. We do not have obligations for warranties, returns or

refunds to customers.

The majority of our contracts with customers do not have

significant variable consideration. We do not have a material

amount of revenues recognized from performance obligations

that were satisfied in prior periods. We do not provide

disclosures about transaction price allocated to unsatisfied

performance obligations if contract durations are less than

one year.

For contract durations that are one-year or greater, the portion

of transaction price allocated to unsatisfied performance

obligations is included in Note 3, “Revenue From Contracts

With Customers.” Deferred revenue primarily arises from

contract liabilities related to our fees for annual and initial

listings, workflow & insights, financial crime management

technology, regulatory technology, and capital markets

technology contracts. Deferred revenue is the only significant

contract asset or liability as of December 31, 2025 and 2024.

See Note 8, “Deferred Revenue,” for our discussion of

deferred revenue balances, activity, and expected timing of

recognition. See “Revenue Recognition” below for further

descriptions of our revenue contracts.

Contract modifications are routine in the performance of our

contracts. Contracts are often modified to account for

changes in contract specifications or requirements. In most

instances, contract modifications are for goods and services

that are not distinct, and, therefore, are accounted for as part

of the existing contract.

Sales commissions earned by our sales force, which are

considered incremental and recoverable costs of obtaining a

contract with a customer, are deferred and amortized on a

straight-line basis over the period of benefit that we have

determined to be the contract term or estimated service

period. Sales commissions for renewal contracts are deferred

and amortized on a straight-line basis over the related

contractual renewal period. Amortization expense is included

in compensation and benefits expense in the Consolidated

Statements of Income. The balance of deferred costs and

related amortization expense are not material to our

consolidated financial statements. Sales commissions are

expensed when incurred if contract durations are one year or

less. Sales taxes are excluded from transaction prices.

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Certain judgments and estimates were used in the

identification and timing of satisfaction of performance

obligations and the related allocation of transaction price and

are discussed below. We believe that these represent a

faithful depiction of the transfer of services to our customers.

Revenue Recognition

Our primary revenue contract classifications are described

below. Revenues are categorized based on similar economic

characteristics of the nature, amount, timing and uncertainty

of our revenues and cash flows.

Capital Access Platforms

Data and Listings

Data revenues are earned from U.S. and European proprietary

data products. We earn revenues primarily based on data

subscribers, including usage, and distributors of our data.

Data revenues are subscription-based and are recognized over

time and over the contractual period which are generally one-

year contracts.

Listing services revenues primarily include initial listing fees

and annual renewal fees. The initial listing fee is allocated to

multiple performance obligations including initial and

subsequent listing services, a customer’s material right to

renew the option to list on our exchanges and, in certain

cases, corporate solutions products (when a company

qualifies to receive certain complimentary IPO products

under the applicable Nasdaq rule.) In performing this

allocation, the standalone selling price of the performance

obligations is based on the initial and annual listing fees and

the standalone selling price of the IPO complimentary

services is based on its market value. All listing fees are

billed upfront and the identified performance obligations are

satisfied over time since the customer receives and consumes

the benefit as Nasdaq provides the listing service. Revenue

related to the IPO complimentary services performance

obligation is recognized ratably over a three-year period,

consistent with the contractual terms. The remaining portion

of the initial listing fee is recognized ratably over six years,

which represents the expected period of benefit based on our

historical listing experience and projected future listing

duration including the impact of delistings.

In the U.S., annual renewal fees are charged to listed

companies based on their number of outstanding shares at the

end of the prior year and are recognized ratably over the

following twelve-month period since the customer receives

and consumes the benefit as Nasdaq provides the service.

Annual fees are charged to newly listed companies on a pro-

rata basis, based on outstanding shares at the time of listing

and recognized over the remainder of the year. European

annual renewal fees, which are received from companies

listed on our Nasdaq Nordic and Nasdaq Baltic exchanges

and Nasdaq First North, are directly related to the listed

companies’ market capitalization on a trailing twelve-month

basis and are recognized ratably over the following twelve-

month period since the customer receives and consumes the

benefit as Nasdaq provides the service.

Index

We develop and license Nasdaq-branded indices and

financial products and provide index data products for third-

party clients. Revenues primarily include license fees from

these branded indices and financial products in the U.S. and

abroad. We primarily have two types of license agreements:

asset-based licenses and transaction-based licenses.

Customers are charged based on a percentage of AUM for

licensed products, per the agreement, on a monthly or

quarterly basis. These revenues are recognized over the term

of the license agreement since the customer receives and

consumes the benefit as Nasdaq provides the service.

Revenue from index data subscriptions are recognized on a

monthly basis. Customers are charged based on transaction

volume or a minimum contract amount, or both. If a

customer is charged based on transaction volume, we

recognize revenue when the transaction occurs. If a customer

is charged based on a minimum contract amount, we

recognize revenue on a pro-rata basis over the licensing term

since the customer receives and consumes the benefit as

Nasdaq provides the service.

Workflow & Insights

Workflow & Insights includes our analytics and corporate

solutions products.

Analytics revenues are earned from investment content and

analytics products. We earn revenues primarily based on the

number of content and analytics subscribers and distributors.

Subscription agreements are generally one to three years in

term, payable in advance, and provide for automatic renewal.

Subscription-based revenues are recognized over time on a

ratable basis over the contract period beginning on the date

that our service is made available to the customer since the

customer receives and consumes the benefit as Nasdaq

provides the service.

Our corporate solutions business includes our Investor

Relations Intelligence, Governance Solutions and

Sustainability Solutions products, which serve both public

and private companies and organizations.

Corporate solutions revenues primarily include subscription

and transaction-based income from our investor relations

intelligence and governance solutions products and services.

Subscription-based revenues earned are recognized over time

on a ratable basis over the contract period beginning on the

date that our service is made available to the customer since

the customer receives and consumes the benefit as Nasdaq

provides the service. Generally, fees are billed in advance

and the contract provides for automatic renewal. As part of

subscription agreements, customers can also be charged

usage fees based upon actual usage of the services provided.

Revenues from usage fees are recognized at a point in time

when the service is provided.

F-16

Financial Technology

Software subscription and ongoing services

Financial Crime Management Technology

Our financial crime management technology business, which

includes our Nasdaq Verafin solution, primarily consists of

SaaS revenues. We enter into subscription agreements which

allow customers access to our cloud platform. Subscription

agreements are generally three years in term, payable in

advance, with the option of automatic renewal for some

products. Nasdaq Verafin is offered as a cloud service

whereby the software is hosted and managed for customers.

These hosted agreements generally include a license, hosting

services and maintenance services. We have determined that

these services are not distinct in the context of the hosting

arrangement as the customer cannot benefit from the license

or maintenance without the hosting services. Cloud revenues

are recognized over time on a ratable basis over the contract

period beginning on the date that our service is made

available to the customer since the customer receives and

consumes the benefit as Nasdaq provides the service.

Regulatory Technology

Regulatory Technology includes AxiomSL and surveillance

solutions.

AxiomSL solutions

AxiomSL provides financial institutions with risk & financial

regulatory reporting and risk management solutions. The

products can be offered as an on-premises or as a cloud

service agreement. Agreements are generally three to five

years in term.

The AxiomSL on-premises offering includes software

licenses and PCS, which includes frequent and ongoing

mandatory regulatory updates. Historically, the licenses and

the PCS were considered distinct performance obligations,

with license revenue recognized upfront at the point in time

when the software is made available to the customer, and

support is recognized over time on a ratable basis over the

contract period beginning on the date that our service is made

available to the customer.

AxiomSL can also be offered as a cloud service and primarily

consists of SaaS revenues. AxiomSL SaaS revenues are

recognized similar to our Nasdaq Verafin solution.

Surveillance

Our surveillance solutions are primarily offered as a cloud

service, consisting of SaaS revenues. We enter into

subscription agreements which allow customers access to our

cloud platform or a connection to our servers to access the

software. Subscription agreements are generally three years

in term, payable in advance, with the option of automatic

renewal for some products. Surveillance SaaS revenues are

recognized similar to our Nasdaq Verafin solution.

Capital Markets Technology

Capital Markets Technology includes our Calypso and

market technology solutions as well as trade management

services.

Calypso solutions

Our Calypso product offering includes on-premises and cloud

service agreements. Agreements are generally three to five

years in term.

For our on-premises offering, a license provides customers

with the right to use the software at its current state at the

time it is made available to the customer. These contracts

generally consist of the following distinct performance

obligations: license and PCS. In allocating the contractual

price to each performance obligation, we have used our best

estimate of the stand-alone selling price. Consideration is

first allocated to performance obligations with established

stand-alone selling prices based on observable evidence.

License revenue is recognized upfront at the point in time

when the software is made available to the customer as this is

the point the user of the software can direct the use of and

obtain substantially all of the remaining benefits from the

software license. PCS revenue is recognized over time on a

ratable basis over the contract period beginning on the date

that our service is made available to the customer since the

customer receives and consumes the benefit as Nasdaq

provides the service.

We recognize Calypso SaaS revenues from cloud service

agreements similar to our Nasdaq Verafin solution.

Market technology solutions

Our market technology revenues primarily consist of

software licensing and PCS revenues, SaaS revenues, and

professional installation services and change request

revenues.

We enter into long-term contracts with customers to develop

customized technology solutions, license the right to use

software, and provide support and other services to our

customers. We also enter into agreements to modify the

system solutions sold by Nasdaq after delivery has occurred.

In terms of our SaaS revenues, we enter into cloud service

subscription agreements which allow customers to connect to

our servers to access our software.

Our long-term contracts with customers to develop

customized technology solutions, license the right to use

software and provide support and other services to our

customers have multiple performance obligations. The

performance obligations are generally: (i) software license

and professional installation services and (ii) PCS. We have

determined that the software license and installation services

are not distinct as the license and the customized installation

service are inputs to produce the combined output, a

functional and integrated software system.

For contracts with multiple performance obligations, we

allocate the contract transaction price to each performance

obligation using our best estimate of the standalone selling

price of each distinct good or service in the contract. In

instances where standalone selling price is not directly

observable, such as when we do not sell the product or

service separately, we determine the standalone selling price

predominantly through an expected cost plus a margin

approach.

F-17

For our long-term contracts, payments are generally made

throughout the contract life and can be dependent on either

reaching certain milestones or paid upfront in advance of the

service period depending on the stage of the contract. For

subscription agreements, contract payment terms can be

quarterly, annually or monthly, in advance. For all other

contracts, payment terms vary.

We generally recognize revenue over time as our customers

simultaneously receive and consume the benefits provided by

our performance because our customer controls the asset for

which we are creating, our performance does not create an

asset with alternative use, and we have a right to payment for

performance completed to date. For these services, we

recognize revenue over time using costs incurred to date

relative to total estimated costs at completion to measure

progress toward satisfying our performance obligation.

Incurred costs represent work performed, which corresponds

with, and thereby depicts, the transfer of control to the

customer. Contract costs generally include labor and direct

overhead. For PCS services, we recognize revenue ratably

over the service period beginning on the date our service is

made available to the customer since the customer receives

and consumes the benefit consistently over the period as

Nasdaq provides the services.

Accounting for our long-term contracts requires judgment

relative to assessing risks and their impact on the estimate of

revenues and costs. Our estimates are impacted by factors

such as the potential for schedule and technical issues,

productivity, and the complexity of work performed. When

adjustments in estimated total contract costs are required, any

changes in the estimated revenues from prior estimates are

recognized in the current period for the effect of such change.

If estimates of total costs to be incurred on a contract exceed

estimates of total revenues, a provision for the entire

estimated loss on the contract is recorded in the period in

which the loss is determined.

Market Technology SaaS revenues are recognized similar to

our Nasdaq Verafin solution.

Software Professional Services

As part of Nasdaq's Financial Technology on-premise and

cloud-based offerings, Nasdaq provides professional services

primarily as part of up-front non-complex implementations.

These services can include multiple activities such as initial

software installation, software configuration, data

conversion/migration, non-complex interfacing and end-user

acceptance testing. The professional services activities are all

combined into a single distinct performance obligation, with

the exception of our market technology professional

installation services for our on-premise offering discussed

above. Professional services are generally provided to

customers at a fixed price, which are billed pursuant to

contractual or invoicing milestones agreed upon with the

customer in the contract. Professional services revenue is

recognized over time as our customers simultaneously

receive and consume the benefits provided by our

performance. Professional services revenue offered at a fixed

price is recognized using the input method to measure

progress towards complete satisfaction of the services,

Professional services are also offered to customers on a time

and expense basis, with revenue recognized based on the

actual hours incurred.

Tra**de management services

Through our trade management services, we provide market

participants with a wide variety of alternatives for connecting

to and accessing our markets for a fee. We also offer market

participants colocation services, whereby we charge firms for

cabinet space and power to house their own equipment and

servers within our data centers. These participants are

charged monthly fees for cabinet space, connectivity and

support in accordance with our published fee schedules.

These fees are recognized on a monthly basis when the

performance obligation is met. We also earn revenues from

annual and monthly exchange membership and registration

fees. Revenues for monthly exchange membership and

registration fees are recognized on a monthly basis as the

service is provided. Revenues from annual fees for exchange

membership and registration fees are recognized ratably over

the following twelve-month period since the customer

receives and consumes the benefit as Nasdaq provides the

service.

Market Services

Transaction-Based Trading and Clearing

Transaction-based trading and clearing includes equity

derivative trading and clearing, cash equity trading and fixed

income, currency and commodities trading revenues. Nasdaq

charges transaction fees for trades executed on our

exchanges, as well as on orders that are routed to and

executed on other market venues. Nasdaq charges clearing

fees for contracts cleared with Nasdaq Clearing.

In the U.S., transaction fees are based on trading volumes for

trades executed on our U.S. exchanges and in Europe,

transaction fees are based on the volume and value of traded

and cleared contracts. In Canada, transaction fees are based

on trading volumes for trades executed on our Canadian

exchange.

Nasdaq satisfies its performance obligation for trading

services upon the execution of a customer trade and clearing

services when a contract is cleared, as trading and clearing

transactions are substantially complete when they are

executed and we have no further obligation to the customer at

that time. Transaction-based trading and clearing fees can be

variable and are based on trade volume tiered discounts.

Transaction revenues, as well as any tiered volume discounts,

are calculated and billed monthly in accordance with our

published fee schedules. In the U.S., we also pay liquidity

payments to customers based on our published fee schedules.

We use these payments to improve the liquidity on our

markets and therefore recognize those payments as a cost of

revenue.

For U.S. equity derivative trading, we credit a portion of the

per share execution charge to the market participant that

provides the liquidity. For U.S. and Canadian cash equity

trading, including for The Nasdaq Stock Market, Nasdaq

F-18

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

execution charge to the market participant that provides the

liquidity, and for Nasdaq BX and Nasdaq CX2, we credit a

portion of the per share execution charge to the market

participant that takes the liquidity. We record these credits as

transaction rebates that are included in transaction-based

expenses in the Consolidated Statements of Income. These

transaction rebates are paid on a monthly basis and the

amounts due are included in accounts payable and accrued

expenses in the Consolidated Balance Sheets.

In the U.S., we pay Section 31 fees to the SEC for

supervision and regulation of securities markets. We pass

these costs along to our customers through our equity

derivative trading and clearing fees and our cash equity

trading fees. We collect the fees as a pass-through charge

from organizations executing eligible trades on our options

exchanges and our cash equity platforms and we recognize

these amounts in transaction-based expenses when incurred.

Section 31 fees received are included in cash and cash

equivalents in the Consolidated Balance Sheets at the time of

receipt and, as required by law, the amount due to the SEC is

remitted semiannually and recorded as Section 31 fees

payable to the SEC in the Consolidated Balance Sheets until

paid. Since the amount recorded as revenues is equal to the

amount recorded as transaction-based expenses, there is no

impact on our revenues less transaction-based expenses. As

we hold the cash received until payment to the SEC, we earn

interest income on the related cash balances.

Under our Limitation of Liability Rule and procedures, we

may, subject to certain caps, provide compensation for losses

directly resulting from our systems’ actual failure to correctly

process an order, quote, message or other data into our

platform. We do not record a liability for any potential claims

that may be submitted under the Limitation of Liability Rule

unless they meet the provisions required in accordance with

U.S. GAAP. As such, losses arising as a result of the rule are

accrued and charged to expense only if the loss is probable

and estimable.

U.S. Tape Plans

For U.S. Tape plans, revenues are collected monthly based

on published fee schedules and distributed quarterly to the

U.S. exchanges based on a formula required by Regulation

NMS that takes into account both trading and quoting

activity. These revenues are presented on a net basis as all

indicators of principal-versus-agent reporting under U.S.

GAAP have been considered in analyzing the appropriate

presentation of the revenue sharing. The following are

primary indicators of net reporting:

• As administrator of the UTP plan, we facilitate, but do not

direct, the collection and distribution of fees on behalf of

plan participants. As a participant, we share in the net

distribution of revenues according to the plan on the same

terms as all other plan participants.

• Key decisions, including fee levels and other plan actions,

are made by the plan’s operating committee. The

committee, which includes all participants (including us

solely in our role as a participant), sets distributor and

subscriber fees and oversees plan activities, subject to SEC

approval.

• The participants collectively share the risks and rewards of

the plan. Credit risk and variability in distributions are

shared proportionally under the plan, consistent with an

agent relationship for the administrator.

Other Revenues

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

Other revenues include revenues related to our Nordic power

futures business. See “Market Services” of Note 1,

“Organization and Nature of Operations,” and Note 4,

“Acquisition and Divestitures,” for further discussion.

Revenues from this business are reflected in Other revenues

for all periods presented. Previously these revenues were

included in our Market Services and Capital Access

Platforms segments.

Other revenues also includes revenues related to our Solovis

business which was sold in October 2025. See “Capital

Access Platforms” of Note 1, “Organization and Nature of

Operations,” and Note 4, “Acquisition and Divestitures,” for

further discussion. Revenues from this business are reflected

in other revenues in the Consolidated Statements of Income

for all periods presented. Prior to the sale, these revenues

were included in our Capital Access Platforms segment.

The presentation of the above items within Other revenues is

intended to facilitate comparability across periods.

Earnings Per Share

We present both basic and diluted earnings per share. Basic

earnings per share is computed by dividing net income

attributable to Nasdaq by the weighted-average number of

common shares outstanding for the period. Diluted earnings

per share is computed by dividing net income attributable to

Nasdaq by the weighted-average number of common shares

and common share equivalents outstanding during the period

and reflects the assumed conversion of all dilutive securities,

which primarily consist of restricted stock, PSUs, and

employee stock options. Common share equivalents are

excluded from the computation in periods for which they

have an anti-dilutive effect. Stock options for which the

exercise price exceeds the average market price over the

period are anti-dilutive and, accordingly, are excluded from

the calculation. Shares which are considered contingently

issuable are included in the computation of dilutive earnings

per share on a weighted average basis when management

determines the applicable performance criteria would have

been met if the performance period ended as of the date of

the relevant computation. See Note 13, “Earnings Per Share,”

for further discussion.

F-19

Pension, SERP and Other Post-Retirement Benefit Plans

We maintain nonqualified SERPs for certain senior

executives and other post-retirement benefit plans for eligible

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

covered by local retirement plans or by applicable social

laws. Benefits under social laws are generally expensed in the

periods in which the costs are incurred.

The nonqualified SERPs and other post-retirement benefit

plans are measured using actuarial valuations. Actuarial gains

and losses are recorded in accumulated other comprehensive

loss in the Consolidated Balance Sheets. We assess our

nonqualified SERPs and other post-retirement benefit plan

assumptions on an annual basis. In evaluating these

assumptions, we consider many factors, including evaluation

of the discount rate, which is modified to reflect the

prevailing market rates at the measurement date of a high-

quality fixed-income debt instrument portfolio that would

provide the future cash flows needed to pay the benefit

obligations as they come due. Actuarial assumptions are

based upon management’s best estimates and judgment. See

Note 10, “Retirement Plans,” for further discussion.

Share-Based Compensation

Nasdaq uses the fair value method of accounting for share-

based awards. Share-based awards, or equity awards, include

restricted stock, PSUs, and stock options. The fair value of

restricted stock units awarded and PSUs, other than PSUs

granted with market conditions, is determined based on the

grant date closing stock price less the present value of future

cash dividends. We estimate the fair value of PSUs granted

with market conditions using a Monte Carlo simulation

model at the date of grant. The fair value of stock options are

estimated using the Black-Scholes option-pricing model.

We generally recognize compensation expense for equity

awards on a straight-line basis over the requisite service

period of the award, taking into account an estimated

forfeiture rate. Granted but unvested shares are generally

forfeited upon termination of employment.

Excess tax benefits or expense related to employee share-

based payments, if any, are recognized as income tax benefit

or expense in the Consolidated Statements of Income when

the awards vest or are settled.

Nasdaq also has an ESPP that allows eligible employees to

purchase a limited number of shares of our common stock at

six-month intervals, called offering periods, at 85.0% of the

lower of the fair market value on the first or the last day of

each offering period. The 15.0% discount given to our

employees is included in compensation and benefits expense

in the Consolidated Statements of Income.

See Note 11, “Share-Based Compensation,” for further

discussion.

Merger and Strategic Initiatives

We incur incremental direct merger and strategic initiative

costs relating to various completed and potential acquisitions,

divestitures, and other strategic opportunities. These costs

generally include integration costs, as well as legal, due

diligence and other third-party transaction costs and are

expensed as incurred.

Fair Value Measurements

Fair value is defined as the price that would be received from

selling an asset or paid to transfer a liability, or the exit price,

in an orderly transaction between market participants at the

measurement date. When determining the fair value

measurements for assets and liabilities required or permitted

to be either recorded or disclosed at fair value, we consider

the principal or most advantageous market in which we

would transact, and we also consider assumptions that market

participants would use when pricing the asset or liability. Fair

value measurement establishes a hierarchy of valuation

techniques based on whether the inputs to those valuation

techniques are observable or unobservable. Observable inputs

reflect market data obtained from independent sources, while

unobservable inputs reflect Nasdaq’s market assumptions.

These two types of inputs create the following fair value

hierarchy:

• Level 1: Quoted prices for identical instruments in active

markets.

• Level 2: Quoted prices for similar instruments in active

markets; quoted prices for identical or similar instruments

in markets that are not active; and model-derived

valuations whose inputs are observable or whose

significant value drivers are observable.

• Level 3: Instruments whose significant value drivers are

unobservable.

This hierarchy requires the use of observable market data

when available.

See Note 14, “Fair Value of Financial Instruments,” for

further discussion.

Tax Matters

We use the asset-liability method to determine income taxes

on all transactions recorded in the consolidated financial

statements. Deferred tax assets (net of valuation allowances)

and deferred tax liabilities are presented net by jurisdiction as

either a non-current asset or liability in the Consolidated

Balance Sheets, as appropriate. Deferred tax assets and

liabilities are determined based on differences between the

financial statement carrying amounts and the tax basis of

existing assets and liabilities (i.e., temporary differences) and

are measured at the enacted rates that will be in effect when

these differences are realized. If necessary, a valuation

allowance is established to reduce deferred tax assets to the

amount that is more likely than not to be realized.

In order to recognize and measure our unrecognized tax

benefits, management determines whether a tax position is

more likely than not to be sustained upon examination,

including resolution of any related appeals or litigation

F-20

processes, based on the technical merits of the position. Once

it is determined that a position meets the recognition

thresholds, the position is measured to determine the amount

of benefit to be recognized in the consolidated financial

statements. Interest and/or penalties related to income tax

matters are recognized in income tax expense.

Subsequent Events

We have evaluated subsequent events through the issuance

date of this Annual Report on Form 10-K.

Recently Adopted Accounting Pronouncements

• In December 2023, the FASB issued ASU 2023-09,

“Income Taxes (Topic 740): Improvements to Income Tax

Disclosures.” The guidance enhances income tax

disclosure requirements by requiring public entities to

provide additional information in its tax rate reconciliation

and additional disclosures about income taxes paid. We

adopted this update on a prospective basis during the

current period. See Note 17, “Income Taxes,” for the

expanded disclosures.

Accounting Pronouncements Not Yet Adopted

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

“Income Statement—Reporting Comprehensive Income—

Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” This

guidance will require disclosures about specific types of

expenses included in the expense captions presented on the

face of the income statement. The update is effective for

annual periods beginning after December 15, 2026, and

interim periods beginning after December 15, 2027, with

early adoption permitted. Prospective application is

required and retrospective application is permitted. We are

currently evaluating the impact of adopting this ASU on

our income statement disaggregation disclosures. We do

not believe this update will have a material impact on our

consolidated financial statement disclosures.

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

“Intangibles – Goodwill and Other – Internal-Use Software

(Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software.” The new guidance

removes references to various stages of a software

development project to align better with current software

development methods, such as agile programming. Under

the new standard, entities will start capitalizing eligible

costs when (1) management has authorized and committed

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

the project will be completed and the software will be used

to perform the function intended. The update is effective

for interim and annual periods beginning after December

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

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

process projects, or a retrospective basis. We are

evaluating the impact this amended guidance may have on

our consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH

CUSTOMERS

Disaggregation of Revenue

The following table summarizes the disaggregation of

revenue by major product and service and by segment for the

years ended December 31, 2025, 2024 and 2023:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Capital Access Platforms
Data & Listing Services	$804		$754		$749
Index	827		706		528
Workflow & Insights	506		485		467
Financial Technology
Financial Crime Management Technology	331		273		223
Regulatory Technology	428		352		212
Capital Markets Technology	1,091		996		664
Market Services, net	1,201		1,020		987
Other revenues	61		63		65
Revenues less transaction- based expenses	$5,249		$4,649		$3,895

Substantially all revenues from the Capital Access Platforms

and Financial Technology segments were recognized over

time for the years ended December 31, 2025, 2024 and 2023.

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

approximately 95.3%, 95.3% and 93.0%, respectively, of

Market Services revenues were recognized at a point in time

and 4.7%, 4.7% and 7.0%, respectively, were recognized

over time. See "Revenue Recognition and Transaction-Based

Expenses" in Note 2, "Summary of Significant Accounting

Policies," for additional detail on Other Revenues.

During the third quarter of 2024, as part of finalizing the

purchase accounting of the Adenza acquisition, we

implemented a change to the accounting treatment of the

revenues associated with AxiomSL on-premises subscription

contracts, which are included in the Regulatory Technology

business within the Financial Technology segment. Starting

in the third quarter of 2024, we began recognizing

AxiomSL’s subscription-based revenues on a ratable basis

over the contract term. The change reflects new information

obtained on the frequent and ongoing mandatory updates to

AxiomSL's regulatory reporting software, which are critical

to the utility and value of the product for the client. As a

result of this change, we recognized a one-time revenue

reduction of $32 million in the third quarter of 2024,

reflecting the net impact of the accounting change since the

date of the Adenza acquisition. See Note 4, “Acquisition and

Divestitures,” for further discussion on the measurement

period adjustment.

F-21

Contract Balances

Substantially all of our revenues are considered to be

revenues from contracts with customers. The related accounts

receivable balances are recorded in the Consolidated Balance

Sheets as receivables, which are net of allowance for doubtful

accounts of $11 million as of December 31, 2025 and $10

million as of December 31, 2024. Changes to the allowance

for doubtful accounts during the year ended December 31,

2025 were not material to our consolidated financial

statements. We do not have obligations for warranties,

returns or refunds to customers.

Deferred revenue represents consideration received that is yet

to be recognized as revenue for unsatisfied performance

obligations and is the only significant contract asset or

liability as of December 31, 2025. See Note 8, “Deferred

Revenue,” for our discussion on deferred revenue balances,

activity, and expected timing of recognition.

We do not provide disclosures about the transaction price

allocated to unsatisfied performance obligations if contract

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

transaction price allocated to remaining performance

obligations is included in deferred revenue, and therefore not

included below. For our Financial Crime Management

Technology, Regulatory Technology, Capital Markets

Technology and Workflow & Insights contracts, the portion

of transaction price allocated to unsatisfied performance

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

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

contracts, the recognition is primarily dependent upon the

completion of customization and any significant

modifications made pursuant to existing contracts. To the

extent consideration has been received, unsatisfied

performance obligations would be included in the table below

as well as deferred revenue.

The following table summarizes the amount of the

transaction price allocated to performance obligations that are

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

December 31, 2025:

	Financial Crime Management Technology		Regulatory Technology		Capital Markets Technology		Workflow & Insights		Total
	(in millions)
2026	$341		$328		$359		$168		$1,196
2027	276		261		314		103		954
2028	166		192		251		47		656
2029	65		107		154		30		356
2030	16		68		99		26		209
2031+	2		32		228		5		267
Total	$866		$988		$1,405		$379		$3,638

4. ACQUISITION AND DIVESTITURES

Divestitures

In January 2025, we entered into an agreement to transfer

existing open positions in our Nordic power futures business

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

completed and consideration was received. Migration of open

positions are planned to take place by the end of the first

quarter of 2026. We expect to wind down the commodities

clearing and trading services in the second half of 2026, and

the business to be wound down in the months following. In

connection with the successful migration of open positions,

Nasdaq may receive additional consideration in 2026 and

2027, and is expected to release regulatory capital in the

medium term.

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

Modelling for Catastrophes business which was previously

included in Capital Markets Technology within our Financial

Technology segment.

In October 2025, Nasdaq completed the sale of our Solovis

business which was previously included in Workflow &

Insights within our Capital Access Platforms segment.

The net impact of the transactions described above are

included in net gain on divestitures in the Consolidated

Statements of Income.

Acquisition

On November 1, 2023, Nasdaq completed the acquisition of

Adenza, a provider of mission-critical risk management and

regulatory software to the financial services industry, for a

total purchase consideration of $9,984 million. The purchase

price consisted of $5.75 billion in cash and 85.6 million

shares of Nasdaq common stock. The shares of common

stock were issued to Thoma Bravo, the sole shareholder of

Adenza, and represented approximately 15% of the

outstanding shares of Nasdaq at the time. As of December

31, 2025, Thoma Bravo no longer holds any shares of our

common stock.

	(in millions, except price per share)
Shares of Nasdaq common stock issued	85.6
Closing price per share of Nasdaq common stock on November 1, 2023	$48.71
Fair value of equity portion of the purchase consideration	$4,170
Cash consideration	$5,814
Total purchase consideration	$9,984

The amounts in the table below represent the preliminary

allocation of the purchase price to the acquired intangible

assets, the deferred tax liability on the acquired intangible

assets and other assets acquired and liabilities assumed based

on their preliminary respective estimated fair values on the

date of acquisition.

F-22

The excess purchase price over the net tangible and acquired

intangible assets has been recorded as goodwill. The

goodwill recognized is attributable primarily to expected

synergies and is assigned to our Financial Technology

segment.

	(in millions)
Goodwill	$5,933
Acquired intangible assets	5,050
Receivables, net	236
Other net assets acquired	153
Cash and cash equivalents	48
Accrued personnel costs	(44)
Deferred revenue	(130)
Deferred tax liability on acquired intangible assets	(1,262)
Total purchase consideration	$9,984

In the third quarter of 2024, we recorded a purchase

accounting adjustment to the estimated purchase price

allocation shown above and disclosed as of December 31,

2023. This adjustment relates to the impact of the change

from upfront to ratable revenue recognition for AxiomSL on-

premises contracts entered into prior to the acquisition date,

as described above, and decreased accrued income (which

reflects revenue earned but not yet billed and included in

receivables above) by $46 million, increased deferred

revenue by $56 million and increased goodwill by $77

million, net of a deferred tax asset of $25 million. In the

fourth quarter of 2024, we finalized the purchase accounting

for this acquisition.

Intangible Assets

The following table presents the details of acquired intangible

assets at the date of acquisition. Acquired intangible assets

with finite lives are amortized using the straight-line method.

	Customer Relationships	Technology	Trade Names	Total Acquired Intangible Assets
Intangible asset value (in millions)	$3,740	$950	$360	$5,050
Discount rate used	9.5%	8.5%	8.5%
Estimated average useful life	22 years	6 years	20 years

We valued the customer relationships using an income

approach, specifically an excess earnings method, and

included a discounted tax amortization benefit assuming a

15-year tax amortization period. Technology, which included

acquired developed technology relating to AxiomSL and

Calypso, and trade names, representing industry recognition

and reputation for the quality of the AxiomSL and Calypso

platforms, were valued using the income approach,

specifically the relief-from-royalty method, which estimates

the cost savings from owning these assets rather than paying

royalties. Discount rates applied reflect risks associated with

projected cash flows for each asset relative to the overall

business.

Pro Forma Results and Acquisition-Related Costs

From the date of acquisition through December 31, 2023,

Adenza revenues of $149 million were included in Financial

Technology revenues in the Consolidated Statement of

Income and Adenza operating income of $55 million was

included in our operating income in the Consolidated

Statement of Income.

Acquisition-related costs were expensed as incurred and are

included in merger and strategic initiatives expense in the

Consolidated Statements of Income.

Supplemental Pro Forma Information (Unaudited)

The unaudited supplemental pro forma financial information

presented below is for illustrative purposes only and is not

necessarily indicative of the financial position or results of

operations that would have been realized if the acquisition

had been completed on the date indicated, does not reflect

synergies that might have been achieved, nor is it indicative

of future operating results or financial position.

The following supplemental pro forma financial information

presents the combined results of operations as if Adenza had

been acquired as of January 1, 2022. The pro forma

adjustments are based upon currently available information

and certain assumptions we believe are reasonable under the

circumstances. These adjustments primarily include a net

increase in amortization expense that would have been

recognized due to acquired identifiable intangible assets, a

net increase to interest expense to reflect the additional

borrowings for the financing of the Adenza acquisition net of

the interest expense relating to the repayment of Adenza’s

historical debt, and the related income tax effects of the

adjustments noted above.

The unaudited supplemental pro forma financial information

for the periods presented is as follows:

	Year Ended December 31,
	2023
	(in millions)
Pro forma revenues less transaction- based expenses	$4,329
Pro forma operating income	1,485
Pro forma net income attributable to Nasdaq	822

F-23

5. GOODWILL AND ACQUIRED INTANGIBLE

ASSETS

Goodwill

The following table presents the changes in goodwill by

business segment during the year ended December 31, 2025:

	(in millions)
Capital Access Platforms
Balance at December 31, 2024	$4,127
Divestiture and acquisition of a business	(19)
Foreign currency translation adjustments	177
Balance at December 31, 2025	$4,285
Financial Technology
Balance at December 31, 2024	$7,925
Divestiture of a business	(9)
Foreign currency translation adjustments	36
Balance at December 31, 2025	$7,952
Market Services
Balance at December 31, 2024	$1,905
Foreign currency translation adjustments	229
Balance at December 31, 2025	$2,134
Total
Balance at December 31, 2024	$13,957
Acquisition and divestitures of businesses	(28)
Foreign currency translation adjustments	442
Balance at December 31, 2025	$14,371

Goodwill represents the excess of purchase price over the

value assigned to the net assets, including identifiable

intangible assets, of a business acquired. Goodwill is

allocated to our reporting units based on the assignment of

the fair values of each reporting unit of the acquired

company. Upon the sale of a business, we also allocate a

portion of goodwill to the business being sold, based on the

relative fair value of the business and the portion of the

reporting unit that we are retaining. We test goodwill for

impairment at the reporting unit level annually, or in interim

periods if certain events occur indicating that the carrying

amount may be impaired, such as changes in the business

climate, poor indicators of operating performance or the sale

or disposition of a significant portion of a reporting unit.

There was no impairment of goodwill or indefinite-lived

intangibles for the years ended December 31, 2025, 2024 and

2023; however, events such as prolonged economic weakness

or unexpected significant declines in operating results of any

of our reporting units or businesses may result in goodwill

impairment charges in the future.

Acquired Intangible Assets

The following table presents details of our total acquired

intangible assets, both finite- and indefinite-lived:

	December 31, 2025		December 31, 2024
Finite-Lived Intangible Assets	(in millions)
Gross Amount:
Technology	$1,222		$1,234
Customer relationships	5,711		5,720
Trade names and other	405		417
Foreign currency translation adjustment	(163)		(237)
Total gross amount	$7,175		$7,134
Accumulated Amortization:
Technology	$(531)		$(348)
Customer relationships	(1,432)		(1,164)
Trade names and other	(53)		(43)
Foreign currency translation adjustment	113		153
Total accumulated amortization	$(1,903)		$(1,402)
Net Amount:
Technology	$691		$886
Customer relationships	4,279		4,556
Trade names and other	352		374
Foreign currency translation adjustment	(50)		(84)
Total finite-lived intangible assets	$5,272		$5,732
Indefinite-Lived Intangible Assets
Exchange and clearing registrations	$1,257		$1,257
Trade names	121		121
Licenses	52		52
Foreign currency translation adjustment	(191)		(257)
Total indefinite-lived intangible assets	$1,239		$1,173
Total intangible assets, net	$6,511		$6,905

There was no impairment of intangible assets for the years

ended December 31, 2025, 2024 and 2023.

The following tables present our amortization expense for

acquired finite-lived intangible assets:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Amortization expense	$487		$488		$206

F-24

The table below presents the estimated future amortization

expense (excluding the impact of foreign currency translation

adjustments of $50 million as of December 31, 2025) of

acquired finite-lived intangible assets as of December 31,

2025:

	(in millions)
2026	$504
2027	494
2028	460
2029	433
2030	256
2031+	3,175
Total	$5,322

6. INVESTMENTS

The following table presents the details of our investments:

	December 31, 2025		December 31, 2024
	(in millions)
Financial investments	$28		$184
Equity method investments	512		417
Equity securities	175		121

Financial Investments

Financial investments are comprised of trading securities,

primarily highly rated European government debt securities,

of which $18 million as of December 31, 2025 and $171

million as of December 31, 2024 are assets primarily utilized

to meet regulatory capital requirements, mainly for our

clearing operations at Nasdaq Clearing. The decrease in

financial investments held for regulatory purposes as of

December 31, 2025 is due to more regulatory capital being

invested in shorter term investments, which meet the criteria

to be classified as cash equivalents, and are included in

restricted cash and cash equivalents in the Consolidated

Balance Sheets.

Equity Method Investments

We record our estimated pro-rata share of earnings or losses

each reporting period and record any dividends as a reduction

in the investment balance. As of December 31, 2025 and

2024, our equity method investments primarily included our

40.0% equity interest in OCC.

The carrying amounts of our equity method investments are

included in other non-current assets in the Consolidated

Balance Sheets. No material impairments were recorded for

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

Net income recognized from our equity interest in the

earnings and losses of these equity method investments was

$83 million, $16 million and $(7) million for the years ended

December 31, 2025, 2024 and 2023, respectively. For the

year ended December 31, 2025, higher equity interest in the

earnings of OCC, as compared to 2024, was primarily driven

by elevated U.S. industry trading volumes.

Equity Securities

The carrying amounts of our equity securities are included in

other non-current assets in the Consolidated Balance Sheets.

The majority of our equity securities as of December 31,

2025 do not have a readily determinable fair value and

therefore we have elected the measurement alternative. No

material adjustments were made to the carrying value of

these equity securities for the years ended December 31,

2025, 2024 and 2023. We mark-to-market equity securities

which have a readily determinable fair value, with gains and

losses recognized in other income (loss) in the Consolidated

Statements of Income. Net loss from the change in fair value

of these equity securities was $44 million for the year ended

December 31, 2025, and immaterial for the years ended

December 31, 2024 and 2023. As of December 31, 2025 and

December 31, 2024, our equity securities primarily represent

various strategic minority investments made through our

corporate venture program. Our investment in equity

securities is included in other investing activities in the

Consolidated Statements of Cash Flows.

7. PROPERTY AND EQUIPMENT, NET

The following table presents our major categories of property

and equipment, net:

	December 31,
	2025		2024
	(in millions)
Data processing equipment and software	$1,111		$905
Furniture, equipment and leasehold improvements	362		294
Total property and equipment	1,473		1,199
Less: accumulated depreciation and amortization and impairment charges	(745)		(606)
Total property and equipment, net	$728		$593

Depreciation and amortization expense for property and

equipment was $145 million for the year ended December

31, 2025, $125 million for the year ended December 31,

2024, and $117 million for the year ended December 31,

2023. These amounts are included in depreciation and

amortization expense in the Consolidated Statements of

Income.

We recorded pre-tax, non-cash property and equipment asset

impairment charges on capitalized software that was retired

and accelerated depreciation expense on certain assets as a

result of a decrease in their useful life, primarily in relation to

our restructuring programs. These charges were not material

for 2025, $37 million in 2024 and $12 million in 2023. See

Note 20, “Restructuring Charges,” for further discussion.

There were no other material impairments of property and

equipment recorded in 2025, 2024 and 2023.

As of December 31, 2025, 2024 and 2023, we did not own

any real estate properties.

F-25

8. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet

to be recognized as revenue. The changes in our deferred

revenue during the year ended December 31, 2025 are

reflected in the following table:

	Balance at December 31, 2024	Additions	Revenue Recognized	Adjustments	Balance at December 31, 2025
Capital Access Platforms:			(in millions)
Initial Listings	$89	$38	$(34)	$3	$96
Annual Listings	2	2	(2)	1	3
Workflow & Insights	194	193	(181)	(7)	199
Other	22	13	(14)	3	24
Financial Technology:
Financial Crime Management Technology	148	185	(144)	—	189
Regulatory Technology	147	149	(135)	5	166
Capital Markets Technology	186	174	(168)	4	196
Total	$788	$754	$(678)	$9	$873

In the above table:

• Additions include deferred revenue billed in the current

period, net of recognition.

• Revenue recognized includes revenue recognized during

the current period that was included in the beginning

balance.

• Adjustments include the impact from foreign currency

translation adjustments and the impact of any acquisitions

or divestitures completed during the period.

• Other, within our Capital Access Platforms segment,

primarily includes deferred revenue from our non-U.S.

listing of additional shares fees and our Index business.

As of December 31, 2025, we estimate that our deferred

revenue will be recognized in the following years:

Fiscal year ended:	2026	2027	2028	2029	2030	2031+	Total
Capital Access Platforms:			(in millions)
Initial Listings	$39	$26	$14	$9	$6	$2	$96
Annual Listings	3	—	—	—	—	—	3
Workflow & Insights	196	3	—	—	—	—	199
Other	13	7	4	—	—	—	24
Financial Technology:
Financial Crime Management Technology	186	3	—	—	—	—	189
Regulatory Technology	163	3	—	—	—	—	166
Capital Markets Technology	185	7	3	1	—	—	196
Total	$785	$49	$21	$10	$6	$2	$873

The timing of recognition of deferred revenue related to

certain contracts represents our best estimates as the

recognition is primarily dependent upon the completion of

customization and any significant modifications made

pursuant to existing contracts.

F-26

9. DEBT OBLIGATIONS

The following table presents the changes in the carrying

amounts of our debt obligations during the year ended

December 31, 2025:

	December 31, 2024		Payments, Foreign Currency Translation and Accretion		December 31, 2025
Short-term debt:	(in millions)
2025 Notes	$399		$(399)		$—
2026 Notes	499		(68)		431
Total short-term debt	$898		$(467)		$431
Long-term debt - senior unsecured notes:
2028 Notes	935		(142)		793
2029 Notes	618		84		702
2030 Notes	617		85		702
2031 Notes	645		1		646
2032 Notes	769		105		874
2033 Notes	633		86		719
2034 Notes	1,220		(98)		1,122
2040 Notes	644		1		645
2050 Notes	487		1		488
2052 Notes	541		(134)		407
2053 Notes	738		1		739
2063 Notes	738		—		738
2022 Revolving Credit Facility	(3)		1		(2)
Total long-term debt	$8,582		$(9)		$8,573
Total debt obligations	$9,480		$(476)		$9,004

In the table above, the 2026 Notes were reclassified to short-

term debt as of December 31, 2025, including the balance as

of December 31, 2024, for presentation purposes. Refer to

“About this Form 10-K” for further details about the

aggregate principal amounts issued, coupon rates and

maturities of the senior unsecured notes in the table above.

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other

outstanding senior unsecured notes were issued at a discount.

As a result of the discount, the proceeds received from each

issuance were less than the aggregate principal amount. As of

December 31, 2025, the amounts in the table above reflect

the aggregate principal amount, which is net of discount and

debt issuance costs, which are being accreted and amortized

through interest expense over the life of the applicable notes.

The accretion of the discount and amortization of the debt

issuance costs was $11 million for the year ended December

31, 2025. Our Euro Notes are adjusted for the impact of

foreign currency translation. Our senior unsecured notes are

general unsecured obligations which rank equally with all of

our existing and future unsubordinated obligations and are

not guaranteed by any of our subsidiaries. The senior

unsecured notes were issued under indentures that, among

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

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

sale and leaseback transactions. The senior unsecured notes

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

whole amount.

During 2025, we paid $426 million, excluding accrued

interest, to repurchase an aggregate book value of

$444 million of our 2026 Notes, 2028 Notes, 2034 Notes and

2052 Notes. In the table above, these amounts were slightly

offset by accretion of discount and debt issuance costs on the

notes of $2 million. As a result of the partial repayments of

these notes, we recorded a net pre-tax gain of $18 million, in

general, administrative and other expense in the Consolidated

Statements of Income.

We also repaid in full the 2025 Notes at maturity for an

aggregate of $400 million. In the table above, $399 million

reflects the repayment of $400 million net of $1 million of

accretion recorded for the year ended December 31, 2025.

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

various supplemental indentures governing the applicable

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

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

principal amount purchased plus accrued and unpaid interest,

if any.

The Euro Notes pay interest annually. All other notes pay

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

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

extent Nasdaq is downgraded below investment grade, up to

an upward rate adjustment not to exceed 2%.

Net Investment Hedge

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

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in foreign currency translation gains

(losses) within accumulated other comprehensive loss in the

Consolidated Balance Sheets. For the year ended December

31, 2025, the impact of translation increased the U.S. dollar

value of our Euro Notes by $357 million.

Credit Facilities

2022 Revolving Credit Facility

In December 2022, Nasdaq amended and restated its

previously issued $1.25 billion five-year revolving credit

facility, with a new maturity date of December 16, 2027.

Nasdaq intends to use funds available under the 2022

Revolving Credit Facility for general corporate purposes and

to provide liquidity to support our commercial paper

program. Nasdaq is permitted to repay borrowings under our

2022 Revolving Credit Facility at any time in whole or in

part, without penalty.

As of December 31, 2025, no amounts were outstanding on

the 2022 Revolving Credit Facility. The $(2) million balance

represents unamortized debt issuance costs which are being

amortized through interest expense over the life of the credit

facility.

F-27

Borrowings under the revolving credit facility and swingline

borrowings bear interest on the principal amount outstanding

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

successor rate to SOFR), the base rate (as defined in the 2022

Revolving Credit Facility agreement), or other applicable rate

with respect to non-dollar borrowings, plus an applicable

margin that varies with Nasdaq’s debt rating. We are charged

commitment fees of 0.100% to 0.250%, depending on our

credit rating, whether or not amounts have been borrowed.

These commitment fees are included in interest expense and

were not material for the years ended December 31, 2025,

2024 and 2023.

The 2022 Revolving Credit Facility contains financial and

operating covenants. Financial covenants include a maximum

leverage ratio. Operating covenants include, among other

things, limitations on Nasdaq’s ability to incur additional

indebtedness, grant liens on assets, dispose of assets and

make certain restricted payments. The facility also contains

customary affirmative covenants, including access to

financial statements, notice of defaults and certain other

material events, maintenance of properties and insurance, and

customary events of default, including cross-defaults to our

material indebtedness.

The 2022 Revolving Credit Facility includes an option for

Nasdaq to increase the available aggregate amount by up to

$750 million, subject to the consent of the lenders funding

the increase and certain other conditions.

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

we may utilize at various times to support liquidity needs.

This program is supported by our 2022 Revolving Credit

Facility. As of December 31, 2025 and 2024 we had no

outstanding commercial paper.

Other Credit Facilities

Certain of our European subsidiaries have several other credit

facilities, which are available in multiple currencies,

primarily to support our Nasdaq Clearing operations in

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

credit facilities, in aggregate, totaled $208 million as of

December 31, 2025 and $174 million as of December 31,

2024 in available liquidity, none of which was utilized.

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

renew automatically. The amounts borrowed under these

various credit facilities bear interest on the principal amount

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

defined in the applicable credit agreement), plus an

applicable margin. We are charged commitment fees (as

defined in the applicable credit agreement), whether or not

amounts have been borrowed. These commitment fees are

included in interest expense and were not material for the

years ended December 31, 2025, 2024 and 2023.

These facilities include customary affirmative and negative

operating covenants and events of default.

Debt Covenants

As of December 31, 2025, we were in compliance with the

covenants of all of our debt obligations.

10. RETIREMENT PLANS

Defined Contribution Savings Plan

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

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

immediately eligible to make contributions to the plan and

are also eligible for an employer contribution match at an

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

employee contributions. The following table presents the

savings plan expense for the years ended December 31, 2025,

2024 and 2023, which is included in compensation and

benefits expense in the Consolidated Statements of Income:

	Year Ended December 31,
	2025		2024		2023
(in millions)
Savings Plan expense	$22		$19		$19

Pension, SERP and Other Post-Retirement Benefit Plans

In June 2023, we terminated our U.S. pension plan and took

steps to wind down the plan and transfer the resulting

liability to an insurance company. This process was

completed in 2024 and, as a result, we recorded a settlement

pre-tax loss of $23 million to compensation and benefits

expense in the Consolidated Statements of Income for the

year ended December 31, 2024. We continue to maintain

nonqualified SERPs for certain senior executives and other

post-retirement benefit plans for eligible employees in the

U.S. Most employees outside the U.S. are covered by local

retirement plans or by applicable social laws. Benefits under

social laws are generally expensed in the periods in which the

costs are incurred.

The total expense for these plans is included in compensation

and benefits expense in the Consolidated Statements of

Income:

	Year Ended December 31,
	2025		2024		2023
(in millions)
Retirement Plans expense	$35		$54		$34

Nonqualified Deferred Compensation Plan

We sponsor a nonqualified deferred compensation plan, the

Nasdaq, Inc. Deferred Compensation Plan. This plan

provides certain eligible employees with the opportunity to

defer a portion of their annual salary and bonus up to certain

approval limits. All deferrals and associated earnings are our

general unsecured obligations and were immaterial for the

years ended December 31, 2025, 2024 and 2023.

F-28

11. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees

and non-employee directors. Share-based awards granted

under this program include restricted stock (consisting of

restricted stock units), PSUs and stock options. For

accounting purposes, we consider PSUs to be a form of

restricted stock. Generally, annual employee awards are

granted on or about April 1st of each year.

Summary of Share-Based Compensation Expense

The following table presents the total share-based

compensation expense resulting from equity awards and the

15.0% discount for the ESPP for the years ended December

31, 2025, 2024 and 2023, which is primarily included in

compensation and benefits expense in the Consolidated

Statements of Income:

	Year Ended December 31,
	2025		2024		2023
(in millions)
Share-based compensation expense before income taxes	$165		$141		$122

Common Shares Available Under Our Equity Plan

As of December 31, 2025, we had approximately 21.6

million shares of common stock authorized for future

issuance under our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date

fair value of restricted stock units awarded are based on the

closing stock price at the date of grant less the present value

of future cash dividends. Restricted stock unit awards granted

to employees below the manager level generally vest 33% on

the first anniversary of the grant date, 33% on the second

anniversary of the grant date, and the remainder on the third

anniversary of the grant date. Restricted stock unit awards

granted to employees at or above the manager level generally

vest 33% on the second anniversary of the grant date, 33% on

the third anniversary of the grant date, and the remainder on

the fourth anniversary of the grant date.

The following table summarizes our restricted stock activity

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

	Restricted Stock
	Number of Awards		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2022	4,380,513		$45.48
Granted	1,850,790		52.66
Vested	(1,703,252)		38.21
Forfeited	(318,752)		51.15
Unvested at December 31, 2023	4,209,299		51.15
Granted	1,874,976		60.16
Vested	(1,614,071)		47.48
Forfeited	(291,337)		55.57
Unvested at December 31, 2024	4,178,867		56.30
Granted	1,616,873		74.50
Vested	(1,629,481)		54.86
Forfeited	(245,795)		61.68
Unvested at December 31, 2025	3,920,464		$64.06

As of December 31, 2025, $138 million of total unrecognized

compensation cost related to restricted stock is expected to be

recognized over a weighted-average period of 2.1 years.

PSUs

We grant three-year PSUs to certain eligible employees.

PSUs are based on performance measures that impact the

amount of shares that each PSU eligible individual receives,

subject to the satisfaction of applicable market performance

conditions, with a three-year cumulative performance period

that vest at the end of the performance period and which

settle in shares of our common stock. Compensation cost is

recognized over the three-year performance period, taking

into account an estimated forfeiture rate, regardless of

whether the market condition is satisfied, provided that the

requisite service period has been completed. Performance

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

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

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

exchanges, as well as data, financial technology and banking

companies, and the second peer group consists of all

companies in the S&P 500. For awards granted prior to 2024,

our first peer group consisted of exchange companies, and

was replaced by the S&P 500 GICS 4020 Index to align more

closely with Nasdaq’s business and competitors for all future

grants. Nasdaq’s relative performance ranking against each of

these groups will determine the final number of shares

delivered to each individual under the program. The award

issuance under this program will be between 0.0% and

200.0% of the number of PSUs granted and will be

determined by Nasdaq’s overall performance against both

peer groups. However, if Nasdaq’s TSR is negative for the

three-year performance period, regardless of TSR ranking,

F-29

the award issuance will not exceed 100.0% of the number of

PSUs granted. We estimate the fair value of PSUs granted

under the three-year PSU program using the Monte Carlo

simulation model, as these awards contain a market

condition.

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

period to certain eligible executives at the senior vice

president level and above. These PSUs are based on

performance measures relating to the implementation of

certain integration actions in connection with the Adenza

acquisition. Achievement of the targets impacts the amount

of shares that each PSU eligible individual receives. The

PSUs have a two-year performance period and will vest one

year after the end of the performance period, and settle in

shares of our common stock. The award issuance under this

program will be between 0.0% and 200.0% of the number of

PSUs granted.

Grants of PSUs that were issued in 2022 with a three-year

performance period exceeded the applicable performance

metrics. As a result, an additional 32,802 units above the

original aggregate target amount were granted in the first

quarter of 2025 and were fully vested upon issuance.

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

performance period exceeded the applicable performance

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

original target amount were granted in the first quarter of

2026 and were fully vested upon issuance. In addition, the

performance period for the two-year PSUs has ended and

exceeded the applicable performance metrics, and resulted in

the issuance of an additional 87,460 shares for

overachievement. These shares were granted in the first

quarter of 2026 and will vest in January 2027.

The following weighted-average assumptions were used to

determine the weighted-average fair values of the outstanding

PSU awards granted under the three-year PSU program

during the years ended December 31, 2025 and 2024:

	2025 Grants		2024 Grants
Weighted-average risk-free interest rate	3.82%		4.50%
Expected volatility	23.27%		24.50%
Weighted-average grant date share price	$76.10		$62.38
Weighted-average fair value at grant date	$92.57		$78.67

The following table summarizes our PSU activity for the

years ended December 31, 2025, 2024 and 2023:

		PSUs
		Three-Year Program
		Number of Awards		Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022		1,966,542		$56.44
Granted		1,693,065		47.14
Vested		(1,552,311)		37.59
Forfeited		(98,974)		57.51
Unvested at December 31, 2023		2,008,322		$62.86
Granted		1,282,300		73.91
Vested		(961,331)		73.14
Forfeited		(155,140)		62.80
Unvested at December 31, 2024		2,174,151		$64.83
Granted		886,656		90.84
Vested		(620,515)		62.89
Forfeited		(62,162)		69.68
Unvested at December 31, 2025		2,378,130		$74.91

In the table above, in addition to the annual employee grant

described above, the granted amount also includes additional

awards granted based on overachievement of performance

metrics.

As of December 31, 2025, the total unrecognized

compensation cost related to the outstanding PSU awards is

$80 million and is expected to be recognized over a

weighted-average period of 1.5 years.

Stock Options

There were no stock option awards granted and no stock

options exercised for the years ended December 31, 2025,

2024 and 2023.

A summary of our outstanding and exercisable stock options

at December 31, 2025, 2024 and 2023 is as follows:

	Number of Stock Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2023	1,420,323	$41.79
Outstanding at December 31, 2024	1,420,323	$41.79
Outstanding at December 31, 2025	1,420,323	$41.79	3.2	$79
Exercisable at December 31, 2025	806,451	$22.23	1.0	$60

F-30

As of December 31, 2025, the aggregate pre-tax intrinsic

value represents the difference between our closing stock

price on December 31, 2025 of $97.13 and the exercise price,

times the number of shares that would have been received by

the option holder had the option holder exercised the stock

options on that date. This amount can change based on the

fair market value of our common stock. As of December 31,

2025 and 2024, 0.8 million outstanding stock options were

exercisable and the exercise price was $22.23.

ESPP

We have an ESPP under which approximately 10.1 million

shares of our common stock were available for future

issuance as of December 31, 2025. Under our ESPP,

employees may purchase shares having a value not exceeding

10.0% of their annual compensation, subject to applicable

annual Internal Revenue Service limitations. We record

compensation expense related to the 15.0% discount that is

given to our employees.

	Year Ended December 31,
	2025		2024		2023
Number of shares purchased by employees	652,291		675,064		687,688
Weighted-average price of shares purchased	$69.33		$49.16		$42.33
Compensation expense (in millions)	$11		$9		$7

The impact of the activity above is included in Other

issuances of common stock, net in the Consolidated

Statements of Changes in Stockholders’ Equity.

12. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

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

common stock were authorized, 594,620,320 shares were

issued and 569,894,024 shares were outstanding. As of

December 31, 2024, 900,000,000 shares of our common

stock were authorized, 598,920,378 shares were issued and

575,062,217 shares were outstanding. The holders of

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

our certificate of incorporation limits the ability of any

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

shares of Nasdaq common stock.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost

method with the shares of stock repurchased reflected as a

reduction to Nasdaq stockholders’ equity and included in

common stock in treasury, at cost in the Consolidated

Balance Sheets. Shares repurchased under our share

repurchase program are currently retired and canceled and are

therefore not included in the common stock in treasury

balance. If treasury shares are reissued, they are recorded at

the average cost of the treasury shares acquired. We held

24,726,296 shares of common stock in treasury as of

December 31, 2025 and 23,858,161 shares as of December

31, 2024, most of which are related to shares of our common

stock withheld for the settlement of employee tax

withholding obligations arising from the vesting of restricted

stock and PSUs.

Share Repurchase Program

As of December 31, 2025, the remaining aggregate

authorized amount under the existing share repurchase

program was $1.1 billion.

As part of this program, repurchases may be made from time

to time at prevailing market prices in open market purchases,

privately-negotiated transactions, block purchase techniques,

an accelerated share repurchase program or otherwise, as

determined by our management. The repurchases are

primarily funded from existing cash balances. The share

repurchase program may be suspended, modified or

discontinued at any time, and has no defined expiration date.

The following is a summary of our share repurchase activity,

reported based on settlement date, for the year ended

December 31, 2025:

	Year Ended December 31, 2025
Number of shares of common stock repurchased	7,202,346
Average price paid per share	$85.47
Total purchase price (in millions)	$616

In the table above, the number of shares of common stock

repurchased includes share repurchase activity associated

with various ASR agreements executed in 2025 and excludes

an aggregate of 868,135 shares withheld to satisfy tax

obligations of the grantee upon the vesting of restricted stock

and PSUs. Total purchase price in the table above and

repurchases of common stock in the Consolidated Statements

of Cash Flows for the year ended December 31, 2025 exclude

$4 million of accrued excise tax that had not been paid as of

December 31, 2025.

F-31

Under ASR agreements, we make payments to our

counterparties and receive an initial delivery of shares of

common stock. The final number of shares to be repurchased

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

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

discount and subject to adjustments pursuant to the terms of

the ASR agreement. At settlement, our counterparty may be

required to deliver additional shares of common stock to us,

or, under certain circumstances, we may be required to

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

cash payment to our counterparty. Receiving our shares of

common stock, during initial delivery and the final receipt of

shares upon settlement of the ASR agreements, results in an

immediate reduction of the outstanding shares used to

calculate the weighted-average common shares outstanding

for basic and diluted earnings per share.

In October 2025, we entered into a variable notional ASR

agreement, in which we paid $250 million to a third-party

financial institution and initially received and immediately

retired 1,812,219 shares of our common stock. In December

2025, upon the final settlement of this transaction, we

received an additional 504,401 shares, which were

immediately retired, and a $45 million cash payment, which

reflects the difference between the prepayment amount

(maximum notional amount) and the final notional amount.

In November 2025, we entered into an ASR agreement, in

which we paid $75 million to a third-party financial

institution and initially received and immediately retired

697,512 shares of our common stock. In December 2025,

upon the final settlement of this transaction, we received an

additional 117,855 shares which were immediately retired.

In January 2026, we entered into a variable notional ASR

agreement, for which we paid $300 million to a third-party

financial institution in exchange for an initial delivery of

shares of common stock. The final notional amount is subject

to a minimum and maximum and will depend on the price of

our shares of common stock during the term of the ASR. The

final settlement of the ASR agreement is expected to be

completed in the first quarter of 2026. At settlement,

additional shares of common stock may be delivered to us or,

under certain circumstances, we may be required to deliver

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

payment. In addition, we may receive the excess of the

amount we prepaid over the final notional amount of the

ASR in cash or, at our election, in shares of our common

stock.

Preferred Stock

Our certificate of incorporation authorizes the issuance of

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

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

December 31, 2025 and December 31, 2024, no shares of

preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During 2025, our board of directors declared and paid the

following cash dividends:

Declaration Date		Dividend Per Common Share		Record Date		Total Amount Paid		Payment Date
					(in millions)
January 28, 2025		$0.24		March 14, 2025		$138		March 28, 2025
April 23, 2025		0.27		June 13, 2025		155		June 27, 2025
July 23, 2025		0.27		September 12, 2025		155		September 26, 2025
October 20, 2025		0.27		December 5, 2025		153		December 19, 2025
						$601

The total amount paid of $601 million was recorded in

retained earnings in the Consolidated Balance Sheets at

December 31, 2025.

In January 2026, the board of directors approved a regular

quarterly cash dividend of $0.27 per share on our outstanding

common stock. The dividend is payable on March 30, 2026

to shareholders of record at the close of business on March

16, 2026. The estimated aggregate payment of this dividend

is $154 million. Future declarations of quarterly dividends

and the establishment of future record and payment dates are

subject to approval by the board of directors.

The board of directors maintains a dividend policy with the

intention to provide shareholders with regular and increasing

dividends as earnings and cash flows increase.

F-32

13. EARNINGS PER SHARE

The following table sets forth the computation of basic and

diluted earnings per share:

	Year Ended December 31,
	2025		2024		2023
Numerator:	(in millions, except share and per share amounts)
Net income attributable to common shareholders	$1,788		$1,117		$1,059
Denominator:
Weighted-average common shares outstanding for basic earnings per share	573,257,760		575,428,536		504,909,392
Weighted-average effect of dilutive securities - Employee equity awards	5,339,927		3,760,986		3,483,590
Weighted-average common shares outstanding for diluted earnings per share	578,597,687		579,189,522		508,392,982
Basic and diluted earnings per share:
Basic earnings per share	$3.12		$1.94		$2.10
Diluted earnings per share	$3.09		$1.93		$2.08

In the table above, employee equity awards from our PSU

program, which are considered contingently issuable, are

included in the computation of dilutive earnings per share on

a weighted average basis when management determines that

the applicable performance criteria would have been met if

the performance period ended as of the date of the relevant

computation.

Securities that were not included in the computation of

diluted earnings per share because their effect was

antidilutive were immaterial for the years ended December

31, 2025, 2024 and 2023.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present our financial assets and financial

liabilities that were measured at fair value on a recurring

basis as of December 31, 2025 and December 31, 2024.

	December 31, 2025
	Total		Level 1		Level 2		Level 3
	(in millions)
European government debt securities	$28		$28		$—		$—
Total financial investments	$28		$28		$—		$—
Equity securities	25		25		—		—
Total assets at fair value	$53		$53		$—		$—
	December 31, 2024
	Total		Level 1		Level 2		Level 3
	(in millions)
European government debt securities	$166		$166		$—		$—
Swedish mortgage bonds	13		—		13		—
Time deposits	5		—		5		—
Total financial investments	$184		$166		$18		$—
Equity securities	2		2		—		—
Total assets at fair value	$186		$168		$18		$—

Derivative Instruments

We utilize foreign exchange forward contracts primarily to

reduce the volatility of earnings and cash flows associated

with changes in foreign exchange rates. We have utilized

these foreign exchange forward contracts as net investment

hedges of certain foreign subsidiaries, with changes in fair

value recorded in accumulated other comprehensive income

in the Consolidated Balance Sheets, and as cash flow hedges

of certain foreign currency-denominated revenues and

expenses, with fair value changes initially recorded in

accumulated other comprehensive income. For our cash flow

hedges, when the forecasted transaction affects earnings, or

in the event the underlying forecasted transaction does not

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

reclassify the related gain or loss to revenue or operating

expenses, as applicable.

We have also utilized foreign exchange forward contracts as

economic hedges of foreign currency-denominated assets and

liabilities that are not designated as hedging instruments. The

fair value changes of these contracts are recorded in general,

administrative and other expenses in the Consolidated

Statements of Income, together with the re-measurement gain

or loss from the hedged balance sheet position.

F-33

All derivative contracts are measured at fair value using

Level 2 inputs based on observable foreign currency

exchange rates and interest rates, and recorded under other

current and other non-current assets and other current and

other non-current liabilities in the Consolidated Balance

Sheets. As of December 31, 2025 and December 31, 2024,

the fair value of these contracts was not material and

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

derivative instruments for trading or speculative purposes.

Financial Instruments Not Measured at Fair Value on a

Recurring Basis

Some of our financial instruments are not measured at fair

value on a recurring basis but are recorded at amounts that

approximate fair value due to their liquid or short-term

nature. Such financial assets and financial liabilities include:

cash and cash equivalents, restricted cash and cash

equivalents, receivables, net, certain other current assets,

accounts payable and accrued expenses, Section 31 fees

payable to SEC, accrued personnel costs and certain other

current liabilities.

We have certain investments, primarily our investment in

OCC, which are accounted for under the equity method of

accounting. We have elected the measurement alternative for

all of our equity securities that do not have a readily

determinable fair value, which primarily represent various

strategic investments made through our corporate venture

program. See “Equity Method Investments,” and “Equity

Securities,” of Note 6, “Investments,” for further discussion.

We also consider our debt obligations to be financial

instruments. As of December 31, 2025, all of our outstanding

debt obligations were fixed-rate obligations. We may be

exposed to changes in interest rates as a result of borrowings

under our 2022 Revolving Credit Facility, as the interest rates

on this facility have a variable rate depending on the maturity

of the borrowing and the implied underlying reference rate.

We may be exposed to changes in interest rates on amounts

outstanding from the sale of commercial paper under our

commercial paper program. The fair value of our remaining

debt obligations utilizing prevailing market rates for our fixed

rate debt was $8.6 billion as of December 31, 2025 and $8.8

billion as of December 31, 2024. The discounted cash flow

analyses are based on borrowing rates currently available to

us for debt with similar terms and maturities. Our commercial

paper and our fixed rate and floating rate debt are categorized

as Level 2 in the fair value hierarchy.

For further discussion of our debt obligations, see Note 9,

“Debt Obligations.”

Non-Financial Assets Measured at Fair Value on a Non-

Recurring Basis

Our non-financial assets, which include goodwill, intangible

assets, and other long-lived assets, are not required to be

carried at fair value on a recurring basis. Fair value measures

of non-financial assets are primarily used in the impairment

analysis of these assets. Any resulting asset impairment

would require that the non-financial asset be recorded at its

fair value. Nasdaq uses Level 3 inputs to measure the fair

value of the above assets on a non-recurring basis. As of

December 31, 2025 and December 31, 2024, there were no

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

basis.

15. CLEARING OPERATIONS

Nasdaq Clearing

Nasdaq Clearing is authorized and supervised under EMIR as

a multi-asset clearinghouse by the SFSA. Such authorization

is effective for all member states of the European Union and

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

Economic Area, including Norway. The clearinghouse acts as

the CCP for exchange and OTC trades in equity derivatives,

fixed income derivatives, resale and repurchase contracts,

power derivatives, emission allowance derivatives, and

seafood derivatives. In January 2025, we entered into an

agreement to transfer existing open positions in our Nordic

power futures business to a European exchange, which was

completed in June 2025. See Note 4, “Acquisition and

Divestitures,” for further discussion. Additionally, beginning

in January 2025, Nasdaq no longer offered seafood

derivatives clearing and has settled all open positions as of

March 31, 2025.

Through our clearing operations in the financial markets,

which include the resale and repurchase market and the

commodities markets, Nasdaq Clearing is the legal

counterparty for, and guarantees the fulfillment of, each

contract cleared. These contracts are not used by Nasdaq

Clearing for the purpose of trading on its own behalf. As the

legal counterparty of each transaction, Nasdaq Clearing bears

the counterparty risk between the purchaser and seller in the

contract. In its guarantor role, Nasdaq Clearing has precisely

equal and offsetting claims to and from clearing members on

opposite sides of each contract, standing as the CCP on every

contract cleared. In accordance with the rules and regulations

of Nasdaq Clearing, default fund and margin collateral

requirements are calculated for each clearing member’s

positions in accounts with the CCP. See “Default Fund

Contributions and Margin Deposits” below for further

discussion of Nasdaq Clearing’s default fund and margin

requirements.

F-34

Nasdaq Clearing maintains two member sponsored default

funds: one related to financial markets and one related to

commodities markets. Under this structure, Nasdaq Clearing

and its clearing members must contribute to the total

regulatory capital related to the clearing operations of Nasdaq

Clearing. This structure applies an initial separation of

default fund contributions for the financial and commodities

markets in order to create a buffer for each market’s

counterparty risks. See “Default Fund Contributions” below

for further discussion of Nasdaq Clearing’s default fund. A

power of assessment and a liability waterfall have also been

implemented to further align risk between Nasdaq Clearing

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

“Liability Waterfall” below for further discussion.

Default Fund Contributions and Margin Deposits

As of December 31, 2025, clearing member default fund

contributions and margin deposits were as follows:

	December 31, 2025
	Cash Contributions		Non-Cash Contributions		Total Contributions
	(in millions)
Default fund contributions	$1,308		$186		$1,494
Margin deposits	4,534		6,327		10,861
Total	$5,842		$6,513		$12,355

Of the total default fund contributions of $1,494 million,

Nasdaq Clearing can utilize $1,432 million as capital

resources in the event of a counterparty default. The

remaining balance of $62 million pertains to member posted

surplus balances.

Our clearinghouse holds material amounts of clearing

member cash deposits which are held or invested primarily to

provide security of capital while minimizing credit, market

and liquidity risks. While we seek to achieve a reasonable

rate of return, we are primarily concerned with preservation

of capital and managing the risks associated with these

deposits.

Clearing member cash contributions are maintained in

demand deposits held at central banks and large, highly rated

financial institutions or secured through direct investments,

primarily central bank certificates and highly rated European

government debt securities with original maturities primarily

one year or less, reverse repurchase agreements and

multilateral development bank debt securities. Investments in

reverse repurchase agreements range in maturity from 2 to 9

days and are secured with highly rated government securities

and multilateral development banks. The carrying value of

these securities approximates their fair value due to the short-

term nature of the instruments and reverse repurchase

agreements.

Nasdaq Clearing has invested the total cash contributions of

$5,842 million as of December 31, 2025 and $5,664 million

as of December 31, 2024, in accordance with its investment

policy as follows:

	December 31, 2025		December 31, 2024
	(in millions)
Demand deposits	$3,011		$3,616
Central bank certificates	109		767
Restricted cash and cash equivalents	$3,120		$4,383
European government debt securities	292		465
Reverse repurchase agreements	2,245		610
Multilateral development bank debt securities	185		206
Investments	$2,722		$1,281
Total	$5,842		$5,664

In the table above, the change from December 31, 2024 to

December 31, 2025 includes a favorable impact from

currency translation adjustments of $701 million for

restricted cash and cash equivalents and $361 million for

investments.

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

investments related to default funds and margin deposits, net

includes purchases of investment securities of $107,319

million, $33,693 million and $53,657 million, respectively,

and proceeds from sales and redemptions of investment

securities of $106,239 million, $32,986 million and $53,583

million, respectively.

In the investment activity related to default fund and margin

contributions, we are exposed to counterparty risk related to

reverse repurchase agreement transactions, which reflect the

risk that the counterparty might become insolvent and, thus,

fail to meet its obligations to Nasdaq Clearing. We mitigate

this risk by only engaging in transactions with high credit

quality reverse repurchase agreement counterparties and by

limiting the acceptable collateral under the reverse

repurchase agreement to high quality issuers, primarily

government securities and other securities explicitly

guaranteed by a government. The value of the underlying

security is monitored during the lifetime of the contract, and

in the event the market value of the underlying security falls

below the reverse repurchase amount, our clearinghouse may

require additional collateral or a reset of the contract.

Default Fund Contributions

Required contributions to the default funds are proportional

to the exposures of each clearing member. When a clearing

member is active in more than one market, contributions

must be made to all markets’ default funds in which the

member is active. Clearing members’ eligible contributions

may include cash and non-cash contributions. Cash

contributions received are maintained in demand deposits

held at central banks and large, highly rated financial

institutions or invested by Nasdaq Clearing, in accordance

with its investment policy, either in central bank certificates,

F-35

highly rated government debt securities, reverse repurchase

agreements with highly rated government debt securities as

collateral, or multilateral development bank debt securities.

Nasdaq Clearing maintains and manages all cash deposits

related to margin collateral. All risks and rewards of

collateral ownership, including interest, belong to Nasdaq

Clearing. Clearing members’ cash contributions are included

in default funds and margin deposits in the Consolidated

Balance Sheets as both a current asset and a current liability.

Non-cash contributions include highly rated government debt

securities that must meet specific criteria approved by

Nasdaq Clearing. Non-cash contributions are pledged assets

that are not recorded in the Consolidated Balance Sheets as

Nasdaq Clearing does not take legal ownership of these

assets and the risks and rewards remain with the clearing

members. These balances may fluctuate over time due to

changes in the amount of deposits required and whether

members choose to provide cash or non-cash contributions.

In addition to clearing members’ required contributions to the

liability waterfall, Nasdaq Clearing is also required to

contribute capital to the liability waterfall and overall

regulatory capital as specified under its clearinghouse rules.

As of December 31, 2025, Nasdaq Clearing committed

capital totaling $158 million to the liability waterfall and

overall regulatory capital, in the form of government debt

securities, which are recorded as restricted cash equivalents

in the Consolidated Balance Sheets. The combined regulatory

capital of the clearing members and Nasdaq Clearing is

intended to secure the obligations of a clearing member

exceeding such member’s own margin and default fund

deposits and may be used to cover losses sustained by a

clearing member in the event of a default.

Margin Deposits

Nasdaq Clearing requires all clearing members to provide

collateral, which may consist of cash and non-cash

contributions, to guarantee performance on the clearing

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

clearing members must also provide collateral to cover the

daily margin call if needed. See “Default Fund

Contributions” above for further discussion of cash and non-

cash contributions.

Similar to default fund contributions, Nasdaq Clearing

maintains and manages all cash deposits related to margin

collateral. All risks and rewards of collateral ownership,

including interest, belong to Nasdaq Clearing and are

recorded in revenues. These cash deposits are recorded in

default funds and margin deposits in the Consolidated

Balance Sheets as both a current asset and a current liability.

Pledged margin collateral is not recorded in the Consolidated

Balance Sheets as all risks and rewards of collateral

ownership, including interest, belong to the counterparty.

Nasdaq Clearing marks to market all outstanding contracts

and requires payment from clearing members whose

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

performed multiple times on a daily basis helps to identify

any clearing members that may not be able to satisfy their

financial obligations in a timely manner allowing Nasdaq

Clearing the ability to mitigate the risk of a clearing member

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

default, Nasdaq Clearing can access the defaulting member’s

margin and default fund deposits to cover the defaulting

member’s losses.

Regulatory Capital and Risk Management Calculations

Nasdaq Clearing manages risk through a comprehensive

counterparty risk management framework, which comprises

policies, procedures, standards and financial resources. The

level of regulatory capital is determined in accordance with

Nasdaq Clearing’s regulatory capital and default fund policy,

as approved by the SFSA. Regulatory capital calculations are

continuously updated through a proprietary capital-at-risk

calculation model that establishes the appropriate level of

capital.

As mentioned above, Nasdaq Clearing is the legal

counterparty for each contract cleared and thereby guarantees

the fulfillment of each contract. Nasdaq Clearing accounts for

this guarantee as a performance guarantee. We determine the

fair value of the performance guarantee by considering daily

settlement of contracts and other margining and default fund

requirements, the risk management program, historical

evidence of default payments, and the estimated probability

of potential default payouts. The calculation is determined

using proprietary risk management software that simulates

gains and losses based on historical market prices, extreme

but plausible market scenarios, volatility and other factors

present at that point in time for those particular unsettled

contracts. Based on this analysis the estimated liability was

nominal and no liability was recorded as of December 31,

Power of Assessment

To further strengthen the contingent financial resources of the

clearinghouse, Nasdaq Clearing has power of assessment that

provides the ability to collect additional funds from its

clearing members to cover a defaulting member’s remaining

obligations up to the limits established under the terms of the

clearinghouse rules. The power of assessment corresponds to

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

financial and commodities markets’ default funds.

Liability Wat****erfall

The liability waterfall is the priority order in which the

capital resources would be utilized in the event of a default

where the defaulting clearing member’s collateral and default

fund contribution would not be sufficient to cover the cost to

settle its portfolio. If a default occurs and the defaulting

clearing member’s collateral, including cash deposits and

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

following amount and order:

• junior capital contributed by Nasdaq Clearing, which

totaled $46 million as of December 31, 2025;

F-36

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

is contributed to by clearing members and only applies if

the defaulting member’s portfolio includes interest rate

swap products;

• specific market default fund where the loss occurred (i.e.,

the financial or commodities market), which includes

capital contributions of the clearing members on a pro-rata

basis; and

• fully segregated senior capital for each specific market

contributed by Nasdaq Clearing, calculated in accordance

with clearinghouse rules, which totaled $24 million as of

December 31, 2025.

If additional funds are needed after utilization of the liability

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

needs to be replenished, then Nasdaq Clearing will utilize its

power of assessment and additional capital contributions will

be required by non-defaulting members up to the limits

established under the terms of the clearinghouse rules.

In addition to the capital held to withstand counterparty

defaults described above, Nasdaq Clearing also has

committed capital of $88 million to ensure that it can handle

an orderly wind-down of its operation, and that it is

adequately protected against investment, operational, legal,

and business risks.

Market Value of Derivative Contracts Outstanding

The following table presents the market value of derivative

contracts outstanding prior to netting:

	December 31, 2025
	(in millions)
Commodity forwards	$11
Fixed-income swaps and forwards	547
Stock options and forwards	449
Index options and forwards	77
Total	$1,084

In the table above:

• We determined the fair value of our option contracts using

standard valuation models that were based on market-based

observable inputs including implied volatility, interest rates

and the spot price of the underlying instrument.

• We determined the fair value of our forward contracts

using standard valuation models that were based on

market-based observable inputs including benchmark rates

and the spot price of the underlying instrument.

Derivative Contracts Cleared

The following table presents the total number of derivative

contracts cleared through Nasdaq Clearing for the years

ended December 31, 2025 and 2024:

	Year Ended December 31,
	2025		2024
Commodity and seafood options, futures and forwards	254,038		234,622
Fixed-income swaps, futures and forwards	17,175,844		18,830,460
Stock options, futures and forwards	24,666,818		23,530,035
Index options, futures and forwards	30,244,627		35,069,931
Total	72,341,327		77,665,048

In the table above, the total volume in cleared power related

to commodity contracts was 554 Terawatt hours (TWh) and

527 TWh for the years ended December 31, 2025 and 2024,

respectively. As noted above, beginning in January 2025,

Nasdaq no longer offered seafood derivatives clearing.

Resale and Repurchase Agreements Contracts

Outstanding and Cleared

The outstanding contract value of resale and repurchase

agreements was $230 million and $200 million as of

December 31, 2025 and 2024, respectively. The total number

of resale and repurchase agreements contracts cleared was

3,015,860 and 4,929,765 for the years ended December 31,

2025 and 2024, respectively.

16. LEASES

We have operating leases, which are primarily real estate

leases, predominantly for our U.S. and European

headquarters, data centers and for general office space. The

following table provides supplemental balance sheet

information related to Nasdaq’s operating leases:

		Balance Sheet Classification		December 31, 2025		December 31, 2024
Assets:				(in millions)
Operating lease assets		Operating lease assets		$447		$375
Liabilities:
Current lease liabilities		Other current liabilities		$60		$55
Non- current lease liabilities		Operating lease liabilities		462		388
Total lease liabilities				$522		$443

F-37

The following table summarizes Nasdaq’s lease cost:

	Year Ended December 31,
	2025		2024		2023
(in millions)
Operating lease cost	$82		$78		$88
Variable lease cost	44		37		44
Sublease income	(2)		(3)		(3)
Total lease cost	$124		$112		$129

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

lease costs, which were immaterial.

There were no material operating lease assets impairments in

2025 and 2024. In the first quarter of 2023, we initiated a

review of our real estate and facility capacity requirements

due to our new and evolving work models. As a result of this

ongoing review, for the year ended December 31, 2023, we

recorded impairment charges of $23 million, of which

$13 million related to operating lease asset impairment and is

included in operating lease cost in the table above, $5 million

related to exit costs and is included in variable lease cost in

the table above and $5 million related to impairment of

leasehold improvements, which are recorded in depreciation

and amortization expense in the Consolidated Statements of

Income. We fully impaired our lease assets for locations that

we vacated with no intention to sublease. Substantially all of

the property, equipment and leasehold improvements

associated with the vacated leased office space were fully

impaired as there are no expected future cash flows for these

items.

The following table reconciles the undiscounted cash flows

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

operating lease liabilities recorded in the Consolidated

Balance Sheets.

		December 31, 2025
		(in millions)
2026		$80
2027		81
2028		77
2029		75
2030		69
2031+		242
Total lease payments		$624
Less: interest		(102)
Present value of lease liabilities		$522

In the table above, interest is calculated using an incremental

borrowing rate for each lease. Present value of lease

liabilities includes the current portion of $60 million.

Total lease payments in the table above excludes $14 million

of legally binding minimum lease payments for leases signed

but not yet commenced.

The following table provides information related to Nasdaq’s

lease term and discount rate:

		December 31, 2025
Weighted-average remaining lease term (in years)		8.4
Weighted-average discount rate		4.2%

The following table provides supplemental cash flow

information related to Nasdaq’s operating leases:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities	$83		$84		$78
Lease assets obtained in exchange for operating lease liabilities	$129		$34		$26

17. INCOME TAXES

Income Before Income Tax Provision

The following table presents the domestic and foreign

components of income before income tax provision:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Domestic	$1,703		$1,091		$1,073
Foreign	442		358		328
Income before income tax provision	$2,145		$1,449		$1,401

Income Tax Provision

The income tax provision consists of the following amounts:

	Year Ended December 31,
	2025		2024		2023
Current income taxes provision:	(in millions)
Federal	$132		$166		$145
State	60		70		52
Foreign	118		165		79
Total current income taxes provision	310		401		276
Deferred income taxes provision (benefit):
Federal	62		(25)		51
State	(3)		2		8
Foreign	(11)		(44)		9
Total deferred income taxes (benefit) provision	48		(67)		68
Total income tax provision	$358		$334		$344

F-38

We have determined that undistributed earnings of certain

non-U.S. subsidiaries are not considered indefinitely

reinvested and would not give rise to a material tax liability

when remitted. Nasdaq continues to indefinitely reinvest all

other outside basis differences to the extent reversal would

incur a significant tax liability. A determination of an

unrecognized deferred tax liability related to such outside

basis differences is not practicable.

In 2025, we adopted ASU 2023-09 on a prospective basis.

See “Recently Adopted Accounting Pronouncements” of

Note 2, “Summary of Significant Accounting Policies” for

further discussion. A reconciliation of the income tax

provision, based on the U.S. federal statutory rate, to our

actual income tax provision for the year December 31, 2025

is as follows:

	Year Ended December 31, 2025
	($ in millions)
U.S. federal statutory income tax rate	$450	21.0%
State and local income taxes, net of federal income tax effect	35	1.4%
Tax credits:
Energy-related tax credits	(24)	(1.1)%
Other	(4)	(0.2)%
Change in unrecognized tax benefits	(12)	(0.6)%
Nontaxable or nondeductible items	(33)	(1.5)%
Effect of cross-border tax laws:
Foreign-derived intangible income	(51)	(2.3)%
Other	4	0.2%
Other adjustments	(7)	(0.2)%
Total	$358	16.7%

In the table above, the majority of state and local income

taxes include New York State and New York City. In 2025,

energy-related tax credits includes an $8 million benefit

related to a carryback to a prior tax year.

A reconciliation of the income tax provision, based on the

U.S. federal statutory rate, to our actual income tax provision

for the years ended December 31, 2024 and 2023 is as

follows:

	Year Ended December 31,
	2024		2023
Federal income tax provision at the statutory rate	21.0%		21.0%
State income tax provision, net of federal effect	2.9%		3.2%
Excess tax benefits related to employee share-based compensation	(0.3)%		(0.7)%
Non-U.S. subsidiary earnings	1.6%		2.5%
Tax credits and deductions	(1.7)%		(0.2)%
Change in unrecognized tax benefits	0.4%		1.0%
Deduction for foreign derived intangible income	(2.8)%		(1.6)%
Intra-group transfer of IP	1.7%		—%
Other, net	0.3%		(0.6)%
Actual income tax provision	23.1%		24.6%

The lower effective tax rate for the year ended December 31,

2025 compared with the same period in 2024 was primarily

due to the release of prior year reserves following a favorable

audit settlement, the revaluation of deferred tax liabilities to a

lower blended state and local tax rate, revised state positions

related to prior years, a divestiture in 2025 and the

completion of an intra-group transfer of certain IP rights to

the U.S. headquarters in 2024.

The effective tax rate may vary from period to period

depending on, among other factors, the geographic and

business mix of earnings and losses. These same and other

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

taken into account in assessing the ability to realize deferred

tax assets.

In July 2025, the One Big Beautiful Bill Act was signed into

law. The impact of changes from this law did not have a

material tax impact on our Consolidated Statements of

Income.

Income Taxes Paid

The following table presents the federal, state and foreign

components of income taxes paid pursuant to the disclosure

requirements of ASU 2023-09 for the year ended December

31, 2025:

	Year Ended December 31, 2025
	(in millions)
Federal	$107
State and local	72
Foreign
Australia	18
Canada	100
Sweden	33
Other	43
Total foreign	$194
Total income taxes paid, net	$373

F-39

Cash paid for income taxes, net of refunds, for the years

ended December 31, 2024 and 2023 was $358 million and

$254 million, respectively.

Deferred Income Taxes

The temporary differences, which give rise to our deferred

tax assets and (liabilities), consisted of the following:

	December 31,
	2025		2024
Deferred tax assets:	(in millions)
Deferred revenues	$27		$40
Foreign net operating loss	9		3
Capitalized research and development costs	—		43
Federal capital loss	3		—
State net operating loss	3		3
Compensation and benefits	67		47
Deferred interest expense	16		63
Tax credits	35		18
Federal benefit of uncertain tax positions	18		16
Operating lease liabilities	128		113
Unrealized losses	36		—
Other	34		41
Gross deferred tax assets	376		387
Less: valuation allowance	(1)		—
Total deferred tax assets, net of valuation allowance	$375		$387
Deferred tax liabilities:
Depreciation	$(23)		$(30)
Amortization of acquired intangible assets and goodwill	(1,700)		(1,698)
Investments	(90)		(81)
Unrealized gains	—		(55)
Operating lease assets	(110)		(95)
Capitalized research and development costs	(3)		—
Other	(6)		(8)
Gross deferred tax liabilities	$(1,932)		$(1,967)
Net deferred tax liabilities	$(1,557)		$(1,580)
Reported as:
Non-current deferred tax assets	$27		$14
Deferred tax liabilities, net	(1,584)		(1,594)
Net deferred tax liabilities	$(1,557)		$(1,580)

In the table above, non-current deferred tax assets are

included in other non-current assets in the Consolidated

Balance Sheets.

We had a $1 million valuation allowance as of December 31,

2025 and no valuation allowances as of December 31, 2024.

Based on all available positive and negative evidence, we

believe the sources of future taxable income are sufficient to

realize the remainder of Nasdaq’s deferred tax asset

inventory.

Nasdaq has deferred tax assets associated with net operating

losses, or NOLs, in U.S. state and local and non-U.S.

jurisdictions as well as a capital loss with the following

expiration dates:

Jurisdiction	December 31, 2025	Expiration Date
	(in millions)
Foreign NOL	$9	2039-2044
U.S. state and local NOL	3	2026-2044
Federal capital loss	3	2030

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of

unrecognized tax benefits is as follows:

	Year Ended December 31,
	2025		2024		2023
	(in millions)
Beginning balance	$84		$80		$70
Additions as a result of tax positions taken in prior periods	2		3		2
Additions as a result of tax positions taken in the current period	11		15		25
Reductions related to settlements with taxing authorities	(20)		(6)		(14)
Reductions as a result of lapses of the applicable statute of limitations	(6)		(8)		(3)
Ending balance	$71		$84		$80

Unrecognized tax benefits in the table above, if recognized in

the future, would affect our effective tax rate.

We recognize interest and/or penalties related to income tax

matters in the provision for income taxes in the Consolidated

Statements of Income, which was $3 million tax expense for

the year ended December 31, 2025, $4 million for the year

ended December 31, 2024 and $3 million tax benefit for the

year ended for December 31, 2023. Accrued interest and

penalties, net of tax effect were $13 million as of December

31, 2025 and $10 million as of December 31, 2024.

Tax Audits

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

federal income tax return and applicable state and local

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

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

tax authorities. Our Federal income tax return is subject to

examination by the Internal Revenue Service for the years

2022 through 2024. Several state tax returns are currently

under examination by the respective tax authorities for the

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

examination by the respective tax authorities for the years

F-40

2020 through 2024. We regularly assess the likelihood of

additional assessments by each jurisdiction and have

established tax reserves that we believe are adequate in

relation to the potential for additional assessments.

Examination outcomes and the timing of examination

settlements are subject to uncertainty. Although the results of

such examinations may have an impact on our unrecognized

tax benefits, we do not anticipate that such impact will be

material to our consolidated financial position or results of

operations. We do not expect to settle any material tax audits

in the next twelve months.

18. COMMITMENTS, CONTINGENCIES AND

GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin

collateral pledged by clearing members discussed in Note 15,

“Clearing Operations,” we have obtained financial guarantees

and credit facilities, which are guaranteed by us through

counter indemnities, to provide further liquidity related to our

clearing businesses. Financial guarantees issued to us totaled

$4 million as of December 31, 2025 and December 31, 2024.

As discussed in “Other Credit Facilities,” of Note 9, “Debt

Obligations,” we also have credit facilities primarily related

to our Nasdaq Clearing operations, which are available in

multiple currencies, and totaled $208 million as of December

31, 2025 and $174 million as of December 31, 2024 in

available liquidity, none of which was utilized.

Other Guarantees

Through our clearing operations in the financial markets,

Nasdaq Clearing is the legal counterparty for, and guarantees

the performance of, its clearing members. See Note 15,

“Clearing Operations,” for further discussion of Nasdaq

Clearing performance guarantees.

We have provided a guarantee related to lease obligations for

The Nasdaq Entrepreneurial Center, Inc., which is a not-for-

profit organization designed to convene, connect and engage

aspiring and current entrepreneurs. This entity is not included

in the consolidated financial statements of Nasdaq.

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

payments under these arrangements is unlikely. Accordingly,

no contingent liability is recorded in the Consolidated

Balance Sheets for the above guarantees.

Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution

Services, provides a guarantee to securities clearinghouses

and exchanges under its standard membership agreements,

which require members to guarantee the performance of other

members. If a member becomes unable to satisfy its

obligations to a clearinghouse or exchange, other members

would be required to meet its shortfalls. To mitigate these

performance risks, the exchanges and clearinghouses often

require members to post collateral, as well as meet certain

minimum financial standards. Nasdaq Execution Services’

maximum potential liability under these arrangements cannot

be quantified. However, we believe that the potential for

Nasdaq Execution Services to be required to make payments

under these arrangements is unlikely. Accordingly, no

contingent liability is recorded in the Consolidated Balance

Sheets for these arrangements.

Legal and Regulatory Matters

European Commission Matter

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

conducted an inspection at the Nasdaq Stockholm offices.

The inspection related to a potential competition law concern

regarding the trading of Nordic financial derivatives. We

understand that the EC's focus is a cooperative arrangement

with Eurex that was announced by Eurex and the Helsinki

Stock Exchange in 1999. The Helsinki Stock Exchange was

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

2008. The cooperative arrangement with Eurex fully ended

before Nasdaq learned of the EC's investigation.

In November 2025, the EC opened a formal antitrust

investigation to assess whether Nasdaq and Deutsche Borse

had breached European Union competition rules by

coordinating their conduct in the sector for listing, trading

and clearing of financial derivatives in the European

Economic Area.

We have been cooperating with the EC but are uncertain

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

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

or other remedies.

Other Matters

Except as disclosed above and in our prior reports filed under

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

litigation or proceeding that we believe could have a material

adverse effect on our business, consolidated financial

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

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

lawsuits or involved in regulatory proceedings.

In the normal course of business, Nasdaq discusses matters

with its regulators raised during regulatory examinations or

otherwise subject to their inquiries. Management believes

that censures, fines, penalties or other sanctions that could

result from any ongoing examinations or inquiries will not

have a material impact on our consolidated financial position

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

the outcome or the timing of the ultimate resolution of these

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

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

Tax Audits

We are engaged in ongoing discussions and audits with

taxing authorities on various tax matters, the resolutions of

which are uncertain. Currently, there are matters that may

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

several years. Based on currently available information, we

believe we have adequately provided for any assessments that

could result from those proceedings where it is more likely

F-41

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

these matters as they progress. See “Tax Audits,” of Note 17,

“Income Taxes,” for further discussion.

19. BUSINESS SEGMENTS

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services. See Note 1, “Organization

and Nature of Operations,” for further discussion of our

reportable segments.

Our management allocates resources, assesses performance

and manages these businesses as three separate segments. We

evaluate the performance of our segments based on several

factors, of which the primary financial measure is operating

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

is our Chair and Chief Executive Officer, does not review

total assets or statements of income below operating income

by segments as key performance metrics; therefore, such

information is not presented below.

The following tables present certain information regarding

our business segments for the years ended December 31,

2025, 2024 and 2023:

	Capital Access Platforms	Financial Technology	Market Services	Corporate	Total
December 31, 2025		(in millions)
Total revenues	$2,137	$1,850	$4,214	$61	$8,262
Transaction- based expenses	—	—	(3,013)	—	(3,013)
Revenues less transaction- based expenses	2,137	1,850	1,201	61	5,249
Directly consumed expenses	690	871	353	—	1,914
Other expenses	173	119	84	628	1,004
Operating income	$1,274	$860	$764	$(567)	$2,331
Depreciation and amortization	42	55	45	490	632
Purchases of property and equipment	67	133	66	—	266
December 31, 2024
Total revenues	$1,945	$1,655	$3,771	$29	$7,400
Transaction- based expenses	—	—	(2,751)	—	(2,751)
Revenues less transaction- based expenses	1,945	1,655	1,020	29	4,649
Directly consumed expenses	644	794	339	—	1,777
Other expenses	164	91	84	735	1,074
Operating income	$1,137	$770	$597	$(706)	$1,798
Depreciation and amortization	38	43	39	493	613
Purchases of property and equipment	52	105	50	—	207

F-42

	Capital Access Platforms	Financial Technology	Market Services	Corporate	Total
December 31, 2023		(in millions)
Total revenues	$1,744	$1,099	$3,156	$65	$6,064
Transaction- based expenses	—	—	(2,169)	—	(2,169)
Revenues less transaction- based expenses	1,744	1,099	987	65	3,895
Directly consumed expenses	625	536	330	—	1,491
Other expenses	146	69	75	536	826
Operating income	$973	$494	$582	$(471)	$1,578
Depreciation and amortization	37	36	34	216	323
Purchases of property and equipment	53	50	55	—	158

Directly consumed expenses in the table above include both

direct and directly consumed costs for resources directly used

by the segment for revenue generating activities. Other

expenses include indirect overhead costs allocated to our

segments. During the first year of integration of certain

significant acquisitions such as Adenza or Verafin, the

allocation of these indirect overhead costs to the Financial

Technology segment were phased in and therefore these

allocations may change in the future. Other expenses also

includes expenses allocated to our Corporate segment. The

following tables summarize revenues and expenses allocated

to our Corporate segment:

	Year Ended December 31,
	2025		2024		2023
Revenues:	(in millions)
Divestitures of businesses	$61		$63		$65
Adenza purchase accounting adjustment	—		(34)		—
Expenses:
Amortization expense of acquired intangible assets	487		488		206
Merger and strategic initiatives expense	60		35		148
Restructuring charges	42		116		80
Lease asset impairments	—		—		25
Legal and regulatory matters	6		20		12
(Gain) loss on extinguishment of debt	(18)		4		—
Pension settlement charge	—		23		9
Expenses - divestiture	41		46		49
Other	10		3		7
Total expenses	$628		$735		$536
Operating loss	$(567)		$(706)		$(471)

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

Operating Results,” of “Part II, Item 7. Management’s

Discussion and Analysis of Financial Condition and Results

of Operations.”

The items in the preceding tables are not included in the

measurement of segment profitability reviewed by our

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

evaluation of a particular segment’s ongoing operating

performance. Management does not consider these items for

the purpose of evaluating the performance of our segments or

their managers or when making decisions to allocate

resources. Therefore, we believe performance measures

excluding the below items provide management with a useful

representation of our segments’ ongoing activity in each

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

include the following:

*•*Revenues and expenses - divestiture: In January 2025, we

entered into an agreement to transfer existing open

positions in our Nordic power futures business to a

European exchange. In June 2025, this transaction was

completed and consideration was received. Migration of

open positions are planned to take place by the end of the

first quarter of 2026. We expect to wind down

commodities clearing and trading services in the second

half of 2026, and the business to be wound down in the

months following. In connection with the successful

migration of open positions, Nasdaq may receive

additional consideration in 2026 and 2027, and is expected

to release regulatory capital in the medium term. Also, in

October 2025, Nasdaq completed the sale of our Solovis

business. Revenues and expenses related to these

transactions are included as revenues and expenses -

divestiture.

F-43

• Adenza purchase accounting adjustment: As discussed in

Note 3, “Revenue from Contracts with Customers,” during

the third quarter of 2024, as part of finalizing the purchase

accounting of the Adenza acquisition, a one-time net

revenue reduction of $32 million was recorded in our

Financial Technology segment, reflecting the net impact of

the accounting change on AxiomSL subscription revenue

from the date of the Adenza acquisition. For purposes of

evaluating the performance of our segments, we have

excluded the reduction of $34 million as this relates to the

prior year impact of this change. We have not excluded the

offsetting $2 million 2024 impact of this change.

*•*Amortization expense of acquired intangible assets: We

amortize intangible assets acquired in connection with

various acquisitions. Intangible asset amortization expense

can vary from period to period due to episodic acquisitions

completed, rather than from our ongoing business

operations. As such, if intangible asset amortization is

included in performance measures, it is more difficult to

assess the day-to-day operating performance of the

segments, and the relative operating performance of the

segments between periods.

• Merger and strategic initiatives expense: We have pursued

various strategic initiatives and completed acquisitions and

divestitures in recent years that have resulted in expenses

which would not have otherwise been incurred. These

expenses generally include integration costs, as well as

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

The frequency and the amount of such expenses vary

significantly based on the size, timing and complexity of

the transactions.

◦For the years ended December 31, 2025, and December

31, 2024, these costs included Adenza integration costs

and other strategic initiative costs. For the year ended

December 31, 2024, these costs were partially offset by

the recognition of a termination fee received by Nasdaq

in 2024, related to the termination of the proposed

divestiture of our Nordic power futures business. For the

year ended December 31, 2025, these costs included a

repayment of this fee due to the sale of the Nordic power

futures business to another buyer, as designated in the

settlement agreement.

• Restructuring charges: See Note 20, “Restructuring

Charges,” for further discussion of these plans.

• Lease asset impairments: For year ended December 31,

2023, this included impairment charges related to our

operating lease assets and leasehold improvements

associated with vacating certain leased office space, which

are recorded in occupancy and depreciation and

amortization expense in the Consolidated Statements of

Income.

*•*Legal and regulatory matters: For the year ended

December 31, 2025, this includes accruals relating to

certain legal matters, which are recorded in professional

and contract services in the Consolidated Statements of

Income. For the year ended December 31, 2024, this

primarily related to the settlement of an SFSA fine, and

accruals related to certain legal matters, which are recorded

in regulatory expense and professional and contract

services in the Consolidated Statements of Income.

*•*Gain/loss on extinguishment of debt: For the year ended

December 31, 2025 we recorded a gain on early

extinguishment of debt and for the year ended December

31, 2024 we recorded a loss on early extinguishment of

debt. These gains and losses were recorded under general,

administrative and other expense in the Consolidated

Statements of Income. See Note 9, “Debt Obligations,” to

the consolidated financial statements for further discussion.

• Pension settlement charge: For the years ended December

31, 2024 and 2023, we recorded a pre-tax charge as a result

of settling our U.S. pension plan. The plan was terminated

and partially settled in 2023, with final settlement

occurring during the first quarter of 2024. The pre-tax

charge is recorded in compensation and benefits expense in

the Consolidated Statements of Income.

*•*Other items: We have included certain other charges or

gains in corporate items, to the extent we believe they

should be excluded when evaluating the ongoing operating

performance of each individual segment.

Geographic Data

The following tables present total gross revenues by

geographic area for the years ended December 31, 2025,

2024 and 2023. Revenues are classified based upon the

location of the customer.

	Year Ended December 31,
	2025		2024		2023
	(in millions)
United States	$5,947		$5,817		$4,870
All other countries	2,315		1,583		1,194
Total	$8,262		$7,400		$6,064

No single customer accounted for 10.0% or more of our

revenues for the years ended December 31, 2025, 2024 and

The following table presents property and equipment, net by

geographic area as of December 31, 2025 and December 31,

2024. Property and equipment information is based on the

physical location of the assets.

(in millions)	December 31, 2025		December 31, 2024
United States	$500		$425
All other countries	228		168
Total	$728		$593

Property and equipment, net for all other countries primarily

includes assets held in Sweden.

F-44

20. RESTRUCTURING CHARGES

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

Adenza acquisition, our management approved, committed to

and initiated a restructuring program, “Adenza

Restructuring” to optimize our efficiencies as a combined

organization. We further expanded this program in the fourth

quarter of 2024 following the achievement of our initial

targets. In connection with this program, we expect to incur

approximately $140 million in pre-tax charges. We have

incurred costs principally related to employee-related costs,

contract terminations, asset impairments and other related

costs and expect to incur additional costs in these areas in an

effort to accelerate efficiencies through location strategy and

enhanced AI capabilities. Actions taken as part of this

program were completed as of December 31, 2025, while

certain costs may be recognized in the first half of 2026. We

have achieved benefits primarily in the form of expense

synergies with over $160 million net expense synergies

actioned through December 31, 2025.

Costs related to these programs are recorded as restructuring

charges in the Consolidated Statements of Income.

The following table presents a summary of the Adenza

restructuring program and our divisional realignment

program charges for the years ended December 31, 2025,

2024 and 2023:

	Year Ended December 31,
	2025		2024		2023
(in millions)
Asset impairment charges
Adenza restructuring	$1		$28		$—
Divisional realignment	—		9		12
Consulting services
Adenza restructuring	8		5		3
Divisional realignment	—		27		34
Employee-related costs
Adenza restructuring	27		20		6
Divisional realignment	—		8		13
Other
Adenza restructuring	6		9		1
Divisional realignment	—		10		11
Total restructuring charges	$42		$116		$80

The following table presents total program costs incurred

since the inception date of each program.

Total Program Costs Incurred (in millions)
Adenza restructuring	$114
Divisional realignment*	$139

---

• In October 2022, following our September 2022 announcement to

realign our segments and leadership, we initiated a divisional

realignment program with a focus on realizing the full potential of

this structure. As of September 30, 2024, we completed our

divisional realignment program.