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

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

The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q.

Certain percentages and per share amounts herein may not sum or recalculate due to rounding.

EXECUTIVE OVERVIEW

Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.

We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.

Second Quarter 2025 Highlights

Nasdaq extended its listing leadership to 46 consecutive quarters. Nasdaq had the highest number of first half listings since 2021. In the second quarter, Nasdaq welcomed 38 U.S. operating company IPOs that raised more than $3.5 billion in proceeds. Nasdaq maintained momentum in its efforts to attract listed companies to switch exchanges to Nasdaq, bringing nearly $50 billion in market value in the second quarter and over $270 billion year-to-date.
Index had $20 billion in net inflows, in the second quarter. ETP AUM reached $745 billion at quarter-end, an all-time high. Nasdaq launched 33 new Index products in the second quarter, including 21 international products, 12 in partnership with new Index clients, and 7 in the institutional insurance annuity space.
The Financial Technology segment delivered 12% ARR growth, reflecting an increase in new clients, cross-sells and upsells.
Market Services delivered record cash equities and derivatives revenue in the U.S. Nasdaq achieved record U.S. cash equities volumes in the quarter. During the Russell reconstitution, Nasdaq’s Closing Cross successfully executed a record $102.5 billion dollars in notional value.

Macroeconomic environment

Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in the first six months of 2025, as compared to the same period in 2024, has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq Indices and higher overall volumes in Index derivatives, and continue to support an active sales pipeline across our Financial Technology solutions and an improving IPO landscape. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.

Nasdaq’s Operating Results

The following tables summarize our financial performance for the three and six months ended June 30, 2025 compared to the same period in 2024. For a detailed discussion of our results of operations, see “Segment Operating Results” below.


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$	1,306	$	1,159		12.7	%
Operating expenses	738		736			0.3	%
Operating income	$	568	$	423		34.2	%
Net income attributable to Nasdaq	$	452	$	222		103.0	%
Diluted earnings per share	$	0.78	$	0.38		103.0	%
Cash dividends declared per common share	$	0.27	$	0.24		12.5	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$	2,543	$	2,277		11.7	%
Operating expenses	1,428		1,444			(1.1)	%
Operating income	$	1,115	$	833		33.8	%
Net income attributable to Nasdaq	$	847	$	456		85.5	%
Diluted earnings per share	$	1.46	$	0.79		85.4	%
Cash dividends declared per common share	$	0.51	$	0.46		10.9	%

In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 3. Quantitative and Qualitative Disclosures About Market Risk.”

The following chart summarizes our ARR (in millions):

ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The ARR chart includes:


▪	Capital Access Platforms
	◦	Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business
	◦	Index data subscriptions and guaranteed minimum on futures contracts within our Index business
	◦	Subscription contracts under our Workflow & Insights business
▪	Financial Technology
	◦	Financial Crime Management Technology SaaS subscription contracts excluding one-time service requests
	◦	Regulatory Technology SaaS and subscription and support contracts excluding one-time service requests
	◦	Capital Markets Technology SaaS and subscription and support contracts excluding one-time service requests

The following chart summarizes our quarterly annualized SaaS revenues for Solutions, which comprises our Capital Access Platforms and Financial Technology segments, for June 30, 2025 and 2024 (in millions):

1642

SEGMENT OPERATING RESULTS

The following tables present our revenues by segment:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Capital Access Platforms	$	527	$	481		9.8	%
Financial Technology	464		420			10.3	%
Market Services	1,090		883			23.3	%
Other revenues	9		8			4.7	%
Total revenues	$	2,090	$	1,792		16.5	%
Transaction rebates	(629)		(483)			30.2	%
Brokerage, clearance and exchange fees	(155)		(150)			3.0	%
Total revenues less transaction-based expenses	$	1,306	$	1,159		12.7	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Capital Access Platforms	$	1,042	$	960		8.6	%
Financial Technology	896		813			10.3	%
Market Services	2,224		1,678			32.5	%
Other revenues	18		18			(0.7)	%
Total revenues	$	4,180	$	3,469		20.5	%
Transaction rebates	(1,208)		(965)			25.2	%
Brokerage, clearance and exchange fees	(429)		(227)			89.3	%
Total revenues less transaction-based expenses	$	2,543	$	2,277		11.7	%

The following charts present our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses.

268

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Capital Access Platforms

The following tables present revenues and ARR from our Capital Access Platforms segment:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Data & Listing Services	$	198	$	187		6.3	%
Index	196		167			17.2	%
Workflow & Insights	133		127			5.2	%
Total Capital Access Platforms	$	527	$	481		9.8	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Data & Listing Services	$	391	$	372		4.9	%
Index	388		336			15.7	%
Workflow & Insights	263		252			4.5	%
Total Capital Access Platforms	$	1,042	$	960		8.6	%


	As of June 30,
	2025		2024
ARR (in millions)	$	1,315	$	1,226

Data & Listing Services Revenues

The following tables present key drivers from our Data & Listing Services business:


	Three Months Ended June 30,
	2025	2024
IPOs
The Nasdaq Stock Market	79	39
The Nasdaq Stock Market - SPACs	41	8
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	6	5
Total new listings
The Nasdaq Stock Market	194	84
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	6	10

	Six Months Ended June 30,
	2025	2024
IPOs
The Nasdaq Stock Market	142	66
The Nasdaq Stock Market - SPACs	59	13
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	10	6
Total new listings
The Nasdaq Stock Market	364	163
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	15	12

	As of June 30,
	2025	2024
Number of listed companies
The Nasdaq Stock Market	4,238	4,004
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	1,148	1,198

ARR (in millions)	726	668

In the tables above:

The number of total listed companies on The Nasdaq Stock Market for the six months ended June 30, 2025 and 2024 included 914 and 645 ETPs, respectively.
IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.

Data & Listing Services revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to new listings, data new sales and usage, and pricing, partially offset by delistings and lower amortization of prior period initial listing fees.

Index Revenues

The following table presents key drivers from our Index business:


	As of or Three Months Ended June 30,
	2025		2024
Number of licensed ETPs	422		373
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance	$	569	$	418
Net appreciation (depreciation)	88		115
Net impact of ETP sponsor switches	—		(17)
Net inflows	88		53
Ending balance	$	745	$	569
Quarterly average ETP AUM tracking Nasdaq indices (in billions)	$	663	$	531

ARR (in millions)	$	80	$	74

In the table above, TTM represents trailing twelve months. The number of listed ETPs as of June 30, 2024 was updated to reflect a revised methodology whereby an ETP listed on multiple exchanges is counted as one product, rather than formerly being counted per exchange. This change had no impact on reported AUM.

Index revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher average AUM in exchange traded products linked to Nasdaq indices and growth in trading volume on derivatives contracts linked to the Nasdaq-100 Index. The increase in the first six months ending June 30, 2025 is partially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow & Insights business:


	As of or Three Months Ended June 30,
	2025		2024
	(in millions)
ARR	$	509	$	484
Quarterly annualized SaaS revenues	439		414

Workflow & Insights revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 reflecting an increase in analytics revenues, largely driven by eVestment and Nasdaq Alternative Data sales growth.

Financial Technology

The following tables present revenues from our Financial Technology segment:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Financial Crime Management Technology	$	81	$	67		19.7	%
Regulatory Technology	104		95			9.6	%
Capital Markets Technology	279		258			8.1	%
Total Financial Technology	$	464	$	420		10.3	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Financial Crime Management Technology	$	157	$	131		20.1	%
Regulatory Technology	206		186			10.7	%
Capital Markets Technology	533		496			7.6	%
Total Financial Technology	$	896	$	813		10.3	%

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial Crime Management Technology business:


	As of or Three Months Ended June 30,
	2025		2024
	(in millions)
ARR and Quarterly annualized SaaS revenues	$	308	$	258

Financial Crime Management Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher subscription revenues from new sales and price increases to existing clients, and revenue from new clients.

Regulatory Technology Revenues

The following table presents key drivers for our Regulatory Technology business:


	As of or Three Months Ended June 30,
	2025		2024
	(in millions)
ARR	$	376	$	338
Quarterly annualized SaaS revenues	204		180

Regulatory Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to increased subscription revenue from new sales and price increases to existing clients, and revenue from new clients from our AxiomSL and Surveillance product offerings.

Capital Markets Technology Revenues

The following table presents key drivers for our Capital Markets Technology business:


	As of or Three Months Ended June 30,
	2025		2024
	(in millions)
ARR	$	932	$	846
Quarterly annualized SaaS revenues	147		123

Capital Markets Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024. The increase was primarily due to higher subscription revenues from new sales and price increases to existing clients, and revenue from new clients across all businesses and higher market technology professional services revenues.

Market Services

The following tables present revenues from our Market Services segment:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Market Services	$	1,090	$	883		23.3	%
Transaction-based expenses:
Transaction rebates	(629)		(483)			30.2	%
Brokerage, clearance and exchange fees	(155)		(150)			3.0	%
Total Market Services, net	$	306	$	250		22.4	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Market Services	$	2,224	$	1,678		32.5	%
Transaction-based expenses:
Transaction rebates	(1,208)		(965)			25.2	%
Brokerage, clearance and exchange fees	(429)		(227)			89.3	%
Total Market Services, net	$	587	$	486		20.6	%

The following tables present net revenues by product from our Market Services segment:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
U.S. Equity Derivative Trading	$	114	$	90		26.6	%
Cash Equity Trading	135		112			21.3	%
U.S. Tape plans	37		31			18.6	%
Other	20		17			14.4	%
Total Market Services, net	$	306	$	250		22.4	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
U.S. Equity Derivative Trading	$	222	$	181		22.3	%
Cash Equity Trading	255		212			20.7	%
U.S. Tape plans	70		59			18.2	%
Other	40		34			14.5	%
Total Market Services, net	$	587	$	486		20.6	%

In the preceding tables, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.

U.S. Equity Derivative Trading

The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
U.S. Equity Derivative Trading Revenues	$	415	$	334		24.4	%
Section 31 fees	15		19			(22.0)	%
Transaction-based expenses:
Transaction rebates	(300)		(243)			23.6	%
Section 31 fees	(15)		(19)			(22.0)	%
Brokerage and clearance fees	(1)		(1)			16.7	%
U.S. Equity Derivative Trading Revenues, net	$	114	$	90		26.6	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
U.S. Equity Derivative Trading Revenues	$	817	$	657		24.4	%
Section 31 fees	47		30			55.0	%
Transaction-based expenses:
Transaction rebates	(593)		(474)			25.1	%
Section 31 fees	(47)		(30)			55.0	%
Brokerage and clearance fees	(2)		(2)			49.9	%
U.S. Equity Derivative Trading Revenues, net	$	222	$	181		22.3	%

Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased for the three months of 2025 compared with the same period in 2024 primarily due to a lower average SEC fee rate. The increase in the first six months of 2025 compared with the same period in 2024 is primarily due to higher average SEC fee rates, partially offset by a rate change in the second quarter of 2025. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.


	Three Months Ended June 30,
	2025		2024

Total industry average daily volume (in millions)	52.5		42.1
Nasdaq PHLX matched market share	9.6	%	9.9	%
The Nasdaq Options Market matched market share	4.3	%	5.5	%
Nasdaq BX Options matched market share	1.7	%	2.3	%
Nasdaq ISE Options matched market share	6.6	%	6.9	%
Nasdaq GEMX Options matched market share	4.4	%	2.6	%
Nasdaq MRX Options matched market share	2.8	%	2.1	%
Total matched market share executed on Nasdaq’s exchanges	29.4	%	29.3	%

	Six Months Ended June 30,
	2025		2024
U.S. equity options
Total industry average daily volume (in millions)	53.0		42.7
Nasdaq PHLX matched market share	9.4	%	10.1	%
The Nasdaq Options Market matched market share	4.7	%	5.4	%
Nasdaq BX Options matched market share	1.7	%	2.3	%
Nasdaq ISE Options matched market share	6.7	%	6.6	%
Nasdaq GEMX Options matched market share	4.0	%	2.6	%
Nasdaq MRX Options matched market share	2.8	%	2.3	%
Total matched market share executed on Nasdaq’s exchanges	29.3	%	29.3	%

U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.

Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.

Cash Equity Trading Revenues

The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Cash Equity Trading Revenues	$	463	$	353		31.5	%
Section 31 fees	133		124			6.7	%
Transaction-based expenses:
Transaction rebates	(322)		(235)			37.0	%
Section 31 fees	(133)		(124)			6.7	%
Brokerage and clearance fees	(6)		(6)			(8.9)	%
Cash equity trading revenues, net	$	135	$	112		21.3	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Cash Equity Trading Revenues	$	870	$	703		23.9	%
Section 31 fees	367		184			99.4	%
Transaction-based expenses:
Transaction rebates	(602)		(480)			25.4	%
Section 31 fees	(367)		(184)			99.4	%
Brokerage and clearance fees	(13)		(11)			11.6	%
Cash equity trading revenues, net	$	255	$	212		20.7	%

See the discussion above for an explanation of Section 31 fees for the three and six months ended June 30, 2025 as compared with the same period in 2024.


	Three Months Ended June 30,
	2025			2024
Total U.S.-listed securities
Total industry average daily share volume (in billions)	18.4			11.8
Matched share volume (in billions)	158.4			119.3
The Nasdaq Stock Market matched market share	13.5		%	15.6		%
Nasdaq BX matched market share	0.3		%	0.3		%
Nasdaq PSX matched market share	0.1		%	0.2		%
Total matched market share executed on Nasdaq’s exchanges	13.9		%	16.1		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	47.7		%	42.9		%
Total market share	61.6		%	59.0		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	804,121			663,897
Total average daily value of shares traded (in billions)	$	5.7		$	4.7
Total market share executed on Nasdaq’s exchanges	71.9		%	74.1		%

	Six Months Ended June 30,
	2025			2024
Total U.S.-listed securities
Total industry average daily share volume (in billions)	17.1			11.8
Matched share volume (in billions)	295.5			236.0
The Nasdaq Stock Market matched market share	13.8		%	15.7		%
Nasdaq BX matched market share	0.3		%	0.3		%
Nasdaq PSX matched market share	0.1		%	0.2		%
Total matched market share executed on Nasdaq’s exchanges	14.2		%	16.2		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	47.9		%	42.2		%
Total market share	62.1		%	58.4		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	796,426			665,183
Total average daily value of shares traded (in billions)	$	5.5		$	4.7
Total market share executed on Nasdaq’s exchanges	71.2		%	73.3		%

Cash equity trading revenues and cash equity trading revenues, net increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. and European industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower capture rate.

Transaction rebates increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.

U.S. Tape Plans

The following tables present revenues from our U.S. Tape plans business:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
U.S. Tape plans	$	37	$	31		18.6	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
U.S. Tape plans	$	70	$	59		18.2	%

U.S. Tape plans revenues increased for the three and the first six months of 2025 compared with the same periods in 2024 primarily due to usage volume, higher share and higher one-time industry-wide adjustments.

Other

Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues from our Other business:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Other	$	20	$	17		14.4	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Other	$	40	$	34		14.5	%

In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million and $5 million for the three months ended June 30, 2025 and 2024, respectively, and $13 million and $11 million for the six months ended June 30, 2025 and 2024, respectively.

Other revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to an increase in Nordic derivatives revenues and Canadian cash equity revenues.

Other Revenues

For the three and six months ended June 30, 2025 and 2024, Other revenues include revenues related to our Nordic power futures business. See Note 4, "Divestitures," for further discussion.

EXPENSES

Operating Expenses

The following tables present our operating expenses:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Compensation and benefits	$	352	$	328		7.3	%
Professional and contract services	39		39			(0.7)	%
Technology and communication infrastructure	79		69			14.9	%
Occupancy	30		27			6.1	%
General, administrative and other	23		30			(20.4)	%
Marketing and advertising	14		12			17.0	%
Depreciation and amortization	158		153			3.0	%
Regulatory	14		18			(23.3)	%
Merger and strategic initiatives	20		4			454.2	%
Restructuring charges	9		56			(83.6)	%
Total operating expenses	$	738	$	736		0.3	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Compensation and benefits	$	681	$	669		1.8%
Professional and contract services	75		72			3.5%
Technology and communication infrastructure	156		135			15.4%
Occupancy	58		56			3.0%
General, administrative and other	29		58			(49.6)%
Marketing and advertising	28		23			21.3%
Depreciation and amortization	313		308			1.8%
Regulatory	29		28			3.0%
Merger and strategic initiatives	44		13			244.3%
Restructuring charges	15		82			(82.3)%
Total operating expenses	$	1,428	$	1,444		(1.1)%

The increase in compensation and benefits expense for the three and six months ended June 30, 2025 compared with the same periods in 2024 was primarily driven by increased headcount and higher incentive compensation. The increase in the first six month of 2025 compared with the same period in 2024 was partially offset by a pre-tax charge of $23 million in the first quarter of 2024 resulting from the finalization of the termination of our pension plan.

Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,492 employees as of June 30, 2025 from 8,658 employees as of June 30, 2024, as we support revenue growth and innovation.

Professional and contract services expense remained relatively flat for the three months of 2025 compared with the same period in 2024. Professional and contract services expense increased in the first six months of 2025 compared with the same period in 2024 primarily due to certain legal fee accruals.

Technology and communication infrastructure expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to increased investment in technology, particularly our cloud initiatives and software licensing.

Occupancy expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to colocation data center growth.

General, administrative and other expense decreased for the three months ended June 30, 2025 as compared with the same period in 2024 due to a change in classification of costs related to the CAT from general, administrative and other expense to regulatory expense, beginning in the fourth quarter of 2024. The decrease for the first six months of 2025 compared with the same period in 2024 is primarily due to a gain on extinguishment of debt recorded in the first six months of 2025 as well as the reclassification described above. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Marketing and advertising expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher client incentive spending resulting from increased IPO activity.

Depreciation and amortization expense increased slightly for the three and six months ended June 30, 2025 compared with the same period in 2024 due to increased depreciation of capitalized software projects.

Regulatory expense decreased for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to the settlement of an SFSA fine in the second quarter of 2024, partially offset by an increase relating to a change in classification of costs related to the CAT described above. Regulatory expense increased in the first six months of 2025 as compared with the same period in 2024, as the impacts described above were more than offset by an increase in CAT operating fees.

We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the three and six months ended June 30, 2025, and June 30, 2024 these costs included Adenza integration costs and other strategic initiative costs. For the three and six months ended June 30, 2024, these costs were partially offset by recognition of a termination fee due to Nasdaq in the second quarter of 2024 related to the termination of the then proposed divestiture of our Nordic power futures business. For the three and six months ended June 30, 2025, these costs included a repayment of a portion of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.

Restructuring charges decreased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to the completion of our divisional realignment program in September 2024.

We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition. We have actioned approximately $130 million of net expense synergies through June 30, 2025.

For further discussion related to both programs described above, see Note 19, “Restructuring Charges,” to the condensed consolidated financial statements.

Non-Operating Income and Expenses

The following tables present our non-operating income and expenses:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Interest income	$	12	$	6		100.9%
Interest expense	(95)		(102)			(7.4)	%
Net interest expense	(83)		(96)			(14.3)	%
Net gain on divestitures	39		—			N/M
Other income	1		12			(93.1)	%
Net income from unconsolidated investees	23		2			1,092.5	%
Total non-operating expense	$	(20)	$	(82)		(28.3)	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Interest income	$	24	$	12		93.1	%
Interest expense	(192)		(211)			(9.2)	%
Net interest expense	(168)		(199)			(15.4)	%

Net gain on divestitures	39		—			N/M
Other income	—		13			(96.7)	%
Net income from unconsolidated investees	50		6			779.7	%
Total non-operating expense	$	(79)	$	(180)		(34.5)	%

The following tables present our interest expense:


	Three Months Ended June 30,					Percentage Change
	2025		2024
	(in millions)
Interest expense on debt	$	92	$	99		(7.3)	%
Accretion of debt issuance costs and debt discount	2		2			(6.0)	%
Other fees	1		1			(28.7)	%
Interest expense	$	95	$	102		(7.4)	%

	Six Months Ended June 30,				Percentage Change
	2025		2024
	(in millions)
Interest expense on debt	$	185	$	202		(8.8)	%
Accretion of debt issuance costs and debt discount	6		7			(19.1)	%
Other fees	1		2			(12.2)	%
Interest expense	$	192	$	211		(9.2)	%

Interest income increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to a higher average cash balance.

Interest expense decreased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to lower outstanding debt following the repayment of our 2025 Notes and the partial repurchases of several series of outstanding senior unsecured notes. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Net gains on divestitures for the three and six months ended June 30, 2025 relates to the divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

Other income primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program.

Net income from unconsolidated investees increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to higher income recognized from our equity method investment in OCC driven by higher industry volumes. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Tax Matters

The following tables present our income tax provision and effective tax rate:


	Three Months Ended June 30,							Percentage Change
	2025			2024
	($ in millions)
Income tax provision	$	96		$	119			(19.0)	%
Effective tax rate	17.5		%	34.9		%

	Six Months Ended June 30,						Percentage Change
	2025			2024
	(in millions)
Income tax provision	$	190		$	198			(4.0)	%
Effective tax rate	18.3		%	30.3		%

For further discussion of our tax matters, see Note 16, “Income Taxes,” to the condensed consolidated financial statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance with U.S. GAAP, we also provide non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share in this Quarterly Report on Form 10-Q. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.

The following tables present reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share:


	Three Months Ended June 30,
	2025			2024
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$	452		$	222
Non-GAAP adjustments:

Amortization expense of acquired intangible assets	122			122
Merger and strategic initiatives expense	20			4
Restructuring charges	9			56


Net gain on divestitures	(39)			—
Net income from unconsolidated investees	(23)			(2)
Legal and regulatory matters	1			13

Other	1			(10)
Total non-GAAP adjustments	$	91		$	183
Total non-GAAP tax adjustments	(24)			(41)

Other tax adjustments	(27)			33
Total non-GAAP adjustments, net of tax	$	40		$	175
Non-GAAP net income attributable to Nasdaq	$	492		$	397

U.S. GAAP effective tax rate	17.5		%	34.9		%
Total adjustments from non-GAAP tax rate	5.5		%	(10.7)		%
Non-GAAP effective tax rate	23.0		%	24.2		%

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

U.S. GAAP diluted earnings per share	$	0.78		$	0.38
Total adjustments from non-GAAP net income	0.07			0.31
Non-GAAP diluted earnings per share	$	0.85		$	0.69


	Six Months Ended June 30,
	2025			2024
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$	847		$	456
Non-GAAP adjustments:

Amortization expense of acquired intangible assets	243			244
Merger and strategic initiatives expense	44			13
Restructuring charges	15			82

Gain on extinguishment of debt	(19)			—
Net gain on divestitures	(39)			—
Net income from unconsolidated investees	(50)			(6)
Legal and regulatory matters	4			16


Pension settlement charge	—			23
Other	1			(9)
Total non-GAAP adjustments	$	199		$	363
Total non-GAAP tax adjustments	(70)			(88)

Other tax adjustments	(27)			33
Total non-GAAP adjustments, net of tax	$	102		$	308
Non-GAAP net income attributable to Nasdaq	$	949		$	764

U.S. GAAP effective tax rate	18.3		%	30.3		%
Total adjustments from non-GAAP tax rate	4.9		%	(5.4)		%
Non-GAAP effective tax rate	23.2		%	24.9		%

Weighted-average common shares outstanding for diluted earnings per share	579.5			578.9

U.S. GAAP diluted earnings per share	$	1.46		$	0.79
Total adjustments from non-GAAP net income	0.18			0.53
Non-GAAP diluted earnings per share	$	1.64		$	1.32

We believe that excluding the following items from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods:

*•*Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses and the relative operating performance of the businesses between periods.

*•*Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs.

◦For the three and six months ended June 30, 2025, and June 30, 2024, these costs included Adenza integration costs and other strategic initiative costs. For the three and six months ended June 30, 2024, these costs were partially offset by the recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the three and six months ended June 30, 2025, these costs included a repayment of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.

Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, to optimize our efficiencies as a combined organization. We further expanded this restructuring program in the fourth quarter of 2024 to accelerate our momentum. In addition, we completed our divisional realignment program in September 2024. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of these programs.
Net income from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:

*◦*Net gain on divestitures: For the three and six months ended June 30, 2025, this includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

*◦*Gain on extinguishment of debt: For the six months ended June 30, 2025, this includes a gain on

extinguishment of debt, which is recorded under general, administrative and other expense in the Condensed Consolidated Statements of Income. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

**◦**Legal and regulatory matters: For the three and six months ended June 30, 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2024, this primarily related to the settlement of an SFSA fine.

*◦*Pension settlement charge: For the six months ended June 30, 2024, 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 Condensed Consolidated Statements of Income.

◦Other: For the three and six months ended June 30, 2024, other items include net gains from strategic investments entered into through our corporate venture program, which are included in other income in our Consolidated Statements of Income.

Tax adjustments: The non-GAAP adjustment to the income tax provision for all periods primarily includes the tax impact of each non-GAAP adjustment. For the three and six months ended June 30, 2025, other tax adjustments reflect a tax benefit related to payments made to certain former Adenza employees. For the six months ended June 30, 2025, this also reflects the release of a prior year reserve following a favorable audit settlement. For the three and six months ended June 30, 2024, other tax adjustments reflect a one-time net tax expense of $33 million related to the completion of an intra-group transfer of certain IP assets to our U.S. headquarters.

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing internal investments, debt repayments, and shareholder return activity, including dividends and share repurchases, and potential acquisitions.

We expect that our current cash and cash equivalents combined with cash flows provided by operating activities, supplemented with our borrowing capacity and access to additional financing, including our revolving credit facility and our commercial paper program, provides us additional flexibility to meet our ongoing obligations and the capital deployment strategic actions described above, while allowing us to invest in activities and product development that support the long-term growth of our operations.

Principal factors that could affect the availability of our internally-generated funds include:

deterioration of our revenues in any of our business segments;
changes in regulatory and working capital requirements; and
an increase in our expenses.

Principal factors that could affect our ability to obtain cash from external sources include:

operating covenants contained in our credit facilities that limit our total borrowing capacity;
credit rating downgrades, which could limit our access to additional debt;
a significant decrease in the market price of our common stock; and
volatility or disruption in the public debt and equity markets.

The following table summarizes selected measures of our liquidity and capital resources:


	June 30, 2025		December 31, 2024
	(in millions)
Working capital	$	(305)	$	(116)
Cash and cash equivalents	732		592
Financial investments	84		184

Working Capital

The decrease in working capital from December 31, 2024 to June 30, 2025, excluding default funds and margin deposits, which are both equal and offsetting, is primarily due to an increase in current liabilities partially offset by an in increase in current assets..

Increased current liabilities were primarily due to:

higher deferred revenue due to the timing of annual listings billings,
reclassification of 2026 Notes to short-term debt, and
increased Section 31 fees payable due to timing of payment; partially offset by,
a decrease in other current liabilities, and
a decrease in accrued personnel costs due to timing of incentive compensation payments.

Increased current assets were primarily due to:

higher restricted cash primarily due to the movement of regulatory capital to shorter term investments qualifying as cash equivalents, and
an increase in cash and cash equivalents; partially offset by
decreased receivables, net due to timing of billings,
lower financial investments at fair value offset in restricted cash above, and
a decrease in other current assets.

Cash and Cash Equivalents

Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of June 30, 2025, our cash and cash equivalents of $732 million were primarily invested in money market funds, European government debt securities and bank deposits.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $235 million as of June 30, 2025 and $181 million as of December 31, 2024. The remaining balance held in the U.S. totaled $497 million as of June 30, 2025 and $411 million as of December 31, 2024.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $195 million as of June 30, 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 Condensed Consolidated Balance Sheets. The increase in this balance as of June 30, 2025 is primarily due to more regulatory capital being invested in shorter term investments, which are classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets as of June 30, 2025. As of December 31, 2024, we had more regulatory capital being invested in longer term investments, which were classified as financial investments in the Condensed Consolidated Balance Sheets.

Cash Flow Analysis

The following table summarizes the changes in cash flows:


	Six Months Ended June 30,
	2025		2024
Net cash provided by (used in):	(in millions)
Operating activities	$	1,409	$	990
Investing activities	(317)		(18)
Financing activities	(2,545)		(2,333)

Net Cash Provided by Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, depreciation and amortization expense, expense associated with share-based compensation, net income from unconsolidated investees and the effects of changes in working capital. Refer to the above discussion regarding changes in working capital.

Net cash provided by operating activities increased $419 million for the six months ended June 30, 2025 compared with the same period in 2024. The increase was primarily driven by an increase in net income and changes in working capital, as discussed above.

Net Cash Used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2025 primarily relates to net purchases of investments related to default funds and margin deposits of $375 million, purchases of property and equipment of $108 million and other investing activities of $11 million primarily related to our corporate venture program, partially offset by proceeds from sales and redemption of securities, net, of $125 million and proceeds from divestitures of $52 million.

Net cash used in investing activities for the six months ended June 30, 2024 primarily related to purchases of property and equipment of $91 million and other investing activities of $18 million primarily related to our corporate venture program, partially offset by net proceeds from sales and redemption of investments related to default funds and margin deposits of $86 million and proceeds from the sale and redemption of trading securities, net, of $5 million.

Net Cash Used in Financing Activities

Net cash used in financing activities for the six months ended June 30, 2025 primarily relates to a decrease in default funds and margin deposits of $1,350 million, repayments of debt including the repayment of our 2025 Notes for $400 million and the partial repayment of our 2028, 2034 and 2052 Notes for $257 million, dividend payments to our shareholders of $293 million, repurchases of common stock of $215 million and payments related to employee shares withheld for taxes of $59 million.

Net cash used in financing activities for the six months ended June 30, 2024 related to a decrease in default funds and margin deposits of $1,396 million, repayment of the 2023 Term Loan of $340 million, dividend payments to our shareholders of $265 million, repayments of our commercial paper, net, of $241 million, repurchases of common stock of $58 million and payments related to employee shares withheld for taxes of $54 million.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock.

Financial Investments

Our financial investments totaled $84 million as of June 30, 2025 and $184 million as of December 31, 2024. Of these securities, $73 million as of June 30, 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 June 30, 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 Condensed Consolidated Balance Sheets.

Regulatory Capital Requirements

Clearing Operations Regulatory Capital Requirements

We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of June 30, 2025, our required regulatory capital of $157 million was primarily comprised of cash equivalents that are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets and highly rated European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.

Broker-Dealer Net Capital Requirements

Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of June 30, 2025, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $25 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Nordic and Baltic Exchange Regulatory Capital Requirements

The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of June 30, 2025, our required regulatory capital of $42 million was primarily invested in European government bills that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Other Capital Requirements

We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of June 30, 2025, other required regulatory capital of $12 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.

Equity and dividends

Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends paid per common share on our outstanding common stock:


	2025		2024
First quarter	$	0.24	$	0.22
Second quarter	0.27		0.24


Total	$	0.51	$	0.46

See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends.

Debt Obligations

Our outstanding debt obligations, by contractual maturity, at June 30, 2025 are as follows (in U.S. Dollar millions):

n U.S. Notes n Euro Notes

9489

In the second quarter of 2025, we repaid in full the 2025 Notes for an aggregate of $400 million. In the first quarter of 2025, we repurchased an aggregate principal amount of $279 million of our 2028, 2034 and 2052 Notes, for a net purchase price of $257 million, excluding accrued interest.

As of June 30, 2025, the weighted average interest rate on our debt obligations was approximately 3.7%, and for the six months ended June 30, 2025, the weighted average interest rate on our debt obligations was approximately 3.86%. This rate can fluctuate based on changes in interest rates for our variable rate debts, changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt. In addition to the 2022 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. These European credit facilities, which are available in multiple currencies, totaled $203 million as of June 30, 2025 and $174 million as of December 31, 2024 in available liquidity, none of which was utilized.

As of June 30, 2025, we were in compliance with the covenants of all of our debt obligations.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS

Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of June 30, 2025, and the estimated timing thereof.


	Payments Due by Period
(in millions)	Total		<1 year		1-3 years		3-5 years		5+ years
Debt obligation by contractual maturity	$	14,596	$	844	$	1,530	$	1,958	$	10,264
Operating lease obligations	633		74		151		139		269
Purchase obligations	1,489		141		217		247		884
Total	$	16,718	$	1,059	$	1,898	$	2,344	$	11,417

In the table above:

Debt obligations by contractual maturity include both principal and interest obligations. For our Euro Notes, interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of June 30, 2025. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.
Operating lease obligations represent our undiscounted operating lease liabilities as of June 30, 2025, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 15, “Leases,” to the condensed consolidated financial statements for further discussion of our leases.
Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of June 30, 2025 is primarily comprised of our multi-year Amazon Web Services partnership contract, which we expanded and extended in the first quarter of 2025. This contract will benefit both our Financial Technology and Market Services segments, including their modernization. The expansion of this contract is not expected to increase our cloud expense compared to our expectation over the short term or the life of the contract, and preserves flexibility beyond our forecast.

OFF-BALANCE SHEET ARRANGEMENTS

For discussion of off-balance sheet arrangements see:

Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and
Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of:

◦Guarantees issued and credit facilities available;

◦Other guarantees; and

◦Routing brokerage activities.

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