Item 1. Financial Statements

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Item 1. Financial Statements

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions, except share and par value amounts)

September 30, 2025December 31, 2024
Assets(unaudited)
Current assets:
Cash and cash equivalents$470$592
Restricted cash and cash equivalents22731
Default funds and margin deposits (including restricted cash and cash equivalents of $3,744 and $4,383, respectively)5,7505,664
Financial investments53184
Receivables, net8651,022
Other current assets232293
Total current assets7,5977,786
Property and equipment, net689593
Goodwill14,33613,957
Intangible assets, net6,6206,905
Operating lease assets440375
Other non-current assets972779
Total assets$30,654$30,395
Liabilities
Current liabilities:
Accounts payable and accrued expenses$256$269
Section 31 fees payable to SEC—319
Accrued personnel costs313325
Deferred revenue719711
Other current liabilities236215
Default funds and margin deposits5,7505,664
Short-term debt431399
Total current liabilities7,7057,902
Long-term debt8,6679,081
Deferred tax liabilities, net1,5641,594
Operating lease liabilities454388
Other non-current liabilities234230
Total liabilities18,62419,195
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 597,402,009 at September 30, 2025 and 598,920,378 at December 31, 2024; shares outstanding: 572,746,191 at September 30, 2025 and 575,062,217 at December 31, 202466
Additional paid-in capital5,3515,530
Common stock in treasury, at cost: 24,655,818 shares at September 30, 2025 and 23,858,161 shares at December 31, 2024(710)(647)
Accumulated other comprehensive loss(1,847)(2,099)
Retained earnings9,2238,401
Total Nasdaq stockholders’ equity12,02311,191
Noncontrolling interests79
Total equity12,03011,200
Total liabilities and equity$30,654$30,395

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Income

(unaudited)

(in millions, except per share amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues:
Capital Access Platforms$546$501$1,588$1,460
Financial Technology4573711,3521,183
Market Services9461,0223,1712,700
Other revenues982727
Total revenues1,9581,9026,1385,370
Transaction-based expenses:
Transaction rebates(637)(513)(1,845)(1,478)
Brokerage, clearance and exchange fees(6)(243)(436)(470)
Revenues less transaction-based expenses1,3151,1463,8573,422
Operating expenses:
Compensation and benefits3533321,0331,000
Professional and contract services3836112108
Technology and communication infrastructure8071236207
Occupancy32289085
General, administrative and other22265184
Marketing and advertising13114134
Depreciation and amortization158153471460
Regulatory1294137
Merger and strategic initiatives9105323
Restructuring charges122227103
Total operating expenses7296982,1552,141
Operating income5864481,7021,281
Interest income883220
Interest expense(87)(102)(279)(313)
Net gain (loss) on divestitures(2)—37—
Other income—1—15
Net income from unconsolidated investees241737
Income before income taxes5293561,5651,010
Income tax provision10651296250
Net income4233051,269760
Net loss attributable to noncontrolling interests—112
Net income attributable to Nasdaq$423$306$1,270$762
Per share information:
Basic earnings per share$0.74$0.53$2.21$1.32
Diluted earnings per share$0.73$0.53$2.19$1.32
Cash dividends declared per common share$0.27$0.24$0.78$0.70

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net income$423$305$1,269$760
Other comprehensive income (loss):
Foreign currency translation gains (losses)2731157(48)
Income tax benefit (expense)(1)(5)28937
Foreign currency translation, net2259250(41)
Employee benefit plan adjustment———19
Income tax expense———(4)
Employee benefit plan, net———15
Unrealized gain (loss) on derivatives instruments, net——2(2)
Total other comprehensive income (loss), net of tax2259252(28)
Comprehensive income4453641,521732
Comprehensive loss attributable to noncontrolling interests—112
Comprehensive income attributable to Nasdaq$445$365$1,522$734

____________

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

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

(in millions)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Shares$Shares$Shares$Shares$
Common stock5746576657565756
Additional paid-in capital
Beginning balance5,4255,5285,5305,496
Share repurchase program(1)(115)(1)(88)(4)(330)(2)(145)
Share-based compensation—41—3721223105
Other issuances of common stock, net—————29—21
Ending balance5,3515,4775,3515,477
Common stock in treasury, at cost
Beginning balance(706)(641)(647)(587)
Other employee stock activity—(4)—(2)—(63)(1)(56)
Ending balance(710)(643)(710)(643)
Accumulated other comprehensive loss
Beginning balance(1,869)(2,011)(2,099)(1,924)
Other comprehensive income (loss)2259252(28)
Ending balance(1,847)(1,952)(1,847)(1,952)
Retained earnings
Beginning balance8,9558,0168,4017,825
Net income attributable to Nasdaq4233061,270762
Cash dividends declared and paid(155)(138)(448)(403)
Ending balance9,2238,1849,2238,184
Total Nasdaq stockholders’ equity12,02311,07212,02311,072
Noncontrolling interests
Beginning balance710911
Net activity related to noncontrolling interests—(1)(2)(2)
Ending balance7979
Total Equity573$12,030575$11,081573$12,030575$11,081

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in millions)

Nine Months Ended September 30,
20252024
Cash flows from operating activities:
Net income$1,269$760
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization471460
Share-based compensation122105
Deferred income taxes30(62)
Net gain on divestitures(37)—
Non-cash restructuring charges—33
Net income from unconsolidated investees(73)(7)
Adenza purchase accounting adjustment—32
Other reconciling items included in net income(1)39
Net change in operating assets and liabilities, excluding the effects of divestitures:
Receivables, net172(99)
Other assets67(43)
Accounts payable and accrued expenses(22)(43)
Section 31 fees payable to SEC(319)(10)
Accrued personnel costs(25)11
Deferred revenue(10)8
Other liabilities(14)50
Net cash provided by operating activities1,6301,234
Cash flows from investing activities:
Purchases of securities(234)(152)
Proceeds from sales and redemptions of securities392141
Proceeds from divestitures, net of cash divested52—
Purchases of property and equipment(177)(147)
Investments related to default funds and margin deposits, net(1)(419)237
Other investing activities(76)(24)
Net cash provided by (used in) investing activities(462)55
Cash flows from financing activities:
Repayments of commercial paper, net—(291)
Repayments of debt and credit commitment(726)(340)
Repurchases of common stock(330)(145)
Dividends paid(448)(403)
Proceeds received from employee stock activity and other issuances2821
Payments related to employee shares withheld for taxes(63)(56)
Default funds and margin deposits(847)(1,320)
Other financing activities—(3)
Net cash used in financing activities(2,386)(2,537)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents653(75)
Net decrease in cash and cash equivalents and restricted cash and cash equivalents(565)(1,323)
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period5,0067,118
Cash and cash equivalents, restricted cash and cash equivalents at end of period$4,441$5,795
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents$470$266
Restricted cash and cash equivalents22742
Restricted cash and cash equivalents (default funds and margin deposits)3,7445,487
Total$4,441$5,795
Supplemental Disclosure Cash Flow Information
Interest paid$283$315
Income taxes paid, net of refund$220$236

__________________________

(1) Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," of Note 14, "Clearing Operations."

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

Nasdaq is a 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.

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 September 30, 2025, a total of 5,492 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges. As of September 30, 2025, there were 4,359 total listings on The Nasdaq Stock Market, including 1,000 ETPs. The Nasdaq combined market capitalization in the U.S. was approximately $38.6 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,133 listed companies with a combined market capitalization of approximately $2.2 trillion.

Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled futures, options and options on futures on our indices. As of September 30, 2025, 439 ETPs listed on 29 exchanges in over 20 countries tracked a Nasdaq index and accounted for $829 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 and Solovis 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 September 2025, Nasdaq entered into an agreement to sell Nasdaq Solovis to a global software investor, which subsequently closed in October, and resulted in a gain which will be recorded in the fourth quarter of 2025.

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 more than 2,700 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 cloud-enabled platform supports compliance across a wide range of global and local regulations. Our surveillance solutions are designed for banks, brokers and other market participants to assist them in complying with market abuse and integrity rules and regulations. In addition, we provide regulators and exchanges with a platform for surveillance.

Capital Markets Technology includes 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 cloud-enabled 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, “Divestitures,” for further discussion. Revenues from this business are reflected in other revenues in the Condensed Consolidated Statements of Income for all periods, 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. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity, but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. We recognize our share of earnings or losses of an equity method investee based on our ownership percentage. See “Equity Method Investments,” of Note 6, “Investments,” for further discussion of our equity method investments.

The accompanying condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.

As permitted under U.S. GAAP, certain footnotes or other financial information can be condensed or omitted in the interim condensed consolidated financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in Nasdaq’s Form 10-K. The year-end balance sheet data was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP.

Certain prior year amounts have been reclassified to conform to the current year presentation.

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

Accounting Estimates

In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenues, operating income and net income, as well as on the value of certain assets and liabilities in our Condensed Consolidated Balance Sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.

Subsequent Events

We have evaluated subsequent events through the issuance date of this Quarterly Report on Form 10-Q. See Note 4, “Divestitures” and “Variable Notional ASR Agreement,” of Note 11, “Nasdaq Stockholders’ Equity” for a discussion of subsequent events.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,
20252024
(in millions)
Capital Access Platforms:
Data & Listing Services$204$190
Index206182
Workflow & Insights136129
Financial Technology:
Financial Crime Management Technology8469
Regulatory Technology10968
Capital Markets Technology264234
Market Services, net303266
Other revenues98
Revenues less transaction-based expenses$1,315$1,146
Nine Months Ended September 30,
20252024
(in millions)
Capital Access Platforms
Data & Listing Services$594$562
Index595517
Workflow & Insights399381
Financial Technology
Financial Crime Management Technology241200
Regulatory Technology315253
Capital Markets Technology796730
Market Services, net890752
Other revenues2727
Revenues less transaction-based expenses$3,857$3,422

Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the three and nine months ended September 30, 2025 and 2024.

For the three months ended September 30, 2025 and 2024, approximately 95.3% and 94.6%, respectively, of Market Services revenues were recognized at a point in time and 4.7% and 5.4%, respectively, were recognized over time. For the nine months ended September 30, 2025 and 2024, approximately 95.2% and 95.4%, respectively, of Market Services revenues were recognized at a point in time and 4.8% and 4.6%, respectively, were recognized over time.

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. 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.

Contract Balances

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Condensed Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $11 million as of September 30, 2025 and $10 million as of December 31, 2024. Changes to the allowance for doubtful accounts during the nine months ended September 30, 2025 were not material to our condensed consolidated financial statements. We do not have obligations for warranties, returns or refunds to customers.

Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations and is the only significant contract asset or liability as of September 30, 2025. See Note 7, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition.

We do not provide disclosures about the transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue, and therefore not included below. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. The timing in the table below is based on our best estimates as, for certain contracts, the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue.

The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of September 30, 2025:

Financial Crime Management TechnologyRegulatory TechnologyCapital Markets TechnologyWorkflow & InsightsTotal
(in millions)
Remainder of 2025$82$81$88$51$302
20263122763261571,071
202723120526385784
202812313219429478
202938621218229
2030+115127410346
Total$797$807$1,266$340$3,210

4. 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 by the end of the second quarter 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 previously included in Capital Markets Technology within our Financial Technology segment.

The impact of the transactions, net of costs to sell, described above are included in net gain (loss) on divestitures in the Condensed Consolidated Statements of Income.

In September 2025, Nasdaq entered into an agreement to sell Nasdaq Solovis to a global software investor, which subsequently closed in October, and resulted in a gain which will be recorded in the fourth quarter of 2025. The Nasdaq Solovis business is included in Workflow & Insights within our Capital Access Platforms segment.

5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS

Goodwill

The following table presents the changes in goodwill by business segment during the nine months ended September 30, 2025:

(in millions)
Capital Access Platforms
Balance at December 31, 2024$4,127
Foreign currency translation adjustments155
Balance at September 30, 2025$4,282
Financial Technology
Balance at December 31, 2024$7,925
Divestiture of business(9)
Foreign currency translation adjustments31
Balance at September 30, 2025$7,947
Market Services
Balance at December 31, 2024$1,905
Foreign currency translation adjustments202
Balance at September 30, 2025$2,107
Total
Balance at December 31, 2024$13,957
Divestiture of business(9)
Foreign currency translation adjustments388
Balance at September 30, 2025$14,336

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 for the three and nine months ended September 30, 2025 and 2024; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future.

Acquired Intangible Assets

The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:

September 30, 2025December 31, 2024
Finite-Lived Intangible Assets(in millions)
Gross Amount:
Technology$1,234$1,234
Customer relationships5,7145,720
Trade names and other417417
Foreign currency translation adjustment(172)(237)
Total gross amount$7,193$7,134
Accumulated Amortization:
Technology$(496)$(348)
Customer relationships(1,365)(1,164)
Trade names and other(60)(43)
Foreign currency translation adjustment118153
Total accumulated amortization$(1,803)$(1,402)
Net Amount:
Technology$738$886
Customer relationships4,3494,556
Trade names and other357374
Foreign currency translation adjustment(54)(84)
Total finite-lived intangible assets$5,390$5,732
Indefinite-Lived Intangible Assets
Exchange and clearing registrations$1,257$1,257
Trade names121121
Licenses5252
Foreign currency translation adjustment(200)(257)
Total indefinite-lived intangible assets$1,230$1,173
Total intangible assets, net$6,620$6,905

There was no impairment of intangible assets for the three and nine months ended September 30, 2025 and 2024.

The following tables present our amortization expense for acquired finite-lived intangible assets:

Three Months Ended September 30,
20252024
(in millions)
Amortization expense$122$122
Nine Months Ended September 30,
20252024
(in millions)
Amortization expense$365$366

The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $54 million as of September 30, 2025) of acquired finite-lived intangible assets as of September 30, 2025:

(in millions)
Remainder of 2025$123
2026503
2027493
2028460
2029433
2030+3,432
Total$5,444

6. INVESTMENTS

The following table presents the details of our investments:

September 30, 2025December 31, 2024
(in millions)
Financial investments$53$184
Equity method investments491417
Equity securities199121

Financial Investments

Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $43 million as of September 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 this balance as of September 30, 2025 is primarily due to more regulatory capital being invested in short-term investments, which are classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed 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 September 30, 2025 and December 31, 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 Condensed Consolidated Balance Sheets. No impairments were recorded for the three and nine months ended September 30, 2025 and 2024.

Net income recognized from our equity interest in the earnings and losses of these equity method investments was $24 million and $1 million for the three months ended September 30, 2025 and 2024, respectively, and $73 million and $7 million for the nine months ended September 30, 2025 and 2024, respectively.

Equity Securities

The carrying amounts of our equity securities are included in other non-current assets in the Condensed Consolidated Balance Sheets. Equity securities in the table above include $49 million of securities with readily determinable fair value. See Note 13, “Fair Value of Financial Instruments” for further discussion. For investments without readily determinable fair value we elected the measurement alternative. No material adjustments were made to the carrying value of our equity securities for the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, our equity securities primarily represent various strategic minority investments made through our corporate venture program.

7. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the nine months ended September 30, 2025 are reflected in the following table:

Balance at December 31, 2024AdditionsRevenue RecognizedForeign Currency TranslationBalance at September 30, 2025
(in millions)
Capital Access Platforms:
Initial Listings$89$30$(26)$3$96
Annual Listings292(1)497
Workflow & Insights194174(164)1205
Other2212(11)326
Financial Technology:
Financial Crime Management Technology148129(130)—147
Regulatory Technology147100(129)1119
Capital Markets Technology18671(151)5111
Total$788$608$(612)$17$801

In the above table:

  • Additions reflect 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.

  • Other, within our Capital Access Platforms segment, primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business.

As of September 30, 2025, we estimate that our deferred revenue will be recognized in the following years:

Fiscal year ended:202520262027202820292030+Total
(in millions)
Capital Access Platforms:
Initial Listings$10$36$23$12$8$7$96
Annual Listings97—————97
Workflow & Insights96109————205
Other610631—26
Financial Technology:
Financial Crime Management Technology687711——147
Regulatory Technology4970————119
Capital Markets Technology525531——111
Total$378$357$33$17$9$7$801

In the above table, 2025 represents the remaining three months of 2025.

Deferred revenue that will be recognized beyond September 30, 2026 is included in other non-current liabilities in the Condensed Consolidated Balance Sheets. The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts.

8. DEBT OBLIGATIONS

The following table presents the changes in the carrying amounts of our debt obligations during the nine months ended September 30, 2025:

December 31, 2024Payments, Foreign Currency Translation and AccretionSeptember 30, 2025
Short-term debt:(in millions)
2025 Notes$399$(399)$—
2026 Notes499(68)431
Total short-term debt$898$(467)$431
Long-term debt - senior unsecured notes:
2028 Notes935(60)875
2029 Notes61883701
2030 Notes61784701
2031 Notes6451646
2032 Notes769104873
2033 Notes63385718
2034 Notes1,220(98)1,122
2040 Notes6441645
2050 Notes4871488
2052 Notes541(118)423
2053 Notes7381739
2063 Notes738—738
2022 Revolving Credit Facility(3)1(2)
Total long-term debt$8,582$85$8,667
Total debt obligations$9,480$(382)$9,098

In the table above, the 2026 Notes were reclassified to short-term debt as of September 30, 2025, including the balance as of December 31, 2024, for presentation purposes. Refer to “About this Form 10-Q” 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 September 30, 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 $8 million for the nine months ended September 30, 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.

In the third quarter of 2025, we repurchased an aggregate principal amount of $69 million of our 2026 Notes, which in the table above is partially offset by $1 million of accretion of discount and debt issuance costs on the notes.

In the second quarter of 2025, we repaid in full the 2025 Notes for an aggregate of $400 million. In the table above, $399 million reflects the repayment of $400 million partially offset by $1 million of accretion recorded during the first half of 2025.

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. In the table above, the $279 million of repurchased debt is partially offset by $3 million of accelerated accretion of discount and debt issuance costs on the notes. As a result of the early extinguishment of these notes, we recorded a pre-tax gain of $19 million in general, administrative and other expense in the Condensed Consolidated Statements of Income.

Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any.

The Euro Notes pay interest annually. All other notes pay interest semi-annually. The U.S. dollar senior unsecured notes coupon rates may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%.

Net Investment Hedge

Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in foreign currency translation gains (losses) within accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. For the nine months ended September 30, 2025, the impact of translation increased the U.S. dollar value of our Euro Notes by $354 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 support for the repayment of commercial paper issued through the 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 September 30, 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.

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 three and nine months ended September 30, 2025 and 2024.

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.

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 $204 million as of September 30, 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 three and nine months ended September 30, 2025 and 2024.

These facilities include customary affirmative and negative operating covenants and events of default.

Debt Covenants

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

9. RETIREMENT PLANS

Defined Contribution Savings Plan

We sponsor a 401(k) plan, which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. The following table presents the savings plan expense for the three and nine months ended September 30, 2025 and 2024, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in millions)
Savings Plan expense$5$5$16$14

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 Condensed Consolidated Statements of Income for the nine months ended September 30, 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 Condensed Consolidated Statements of Income:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in millions)
Retirement Plans expense$9$8$26$47

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 three and nine months ended September 30, 2025 and 2024.

10. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. 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 three and nine months ended September 30, 2025 and 2024, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in millions)
Share-based compensation expense before income taxes$41$37$122$105

Common Shares Available Under Our Equity Plan

As of September 30, 2025, we had approximately 21.5 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 nine months ended September 30, 2025:

Restricted Stock
Number of AwardsWeighted-Average Grant Date Fair Value
Unvested at December 31, 20244,178,86756.30
Granted1,576,29274.21
Vested(1,451,059)54.04
Forfeited(182,952)61.01
Unvested at September 30, 20254,121,148$63.74

As of September 30, 2025, $158 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 2.3 years.

PSUs

We grant three-year PSUs to certain eligible employees. PSUs are based on performance measures that impact the amount of shares that each PSU eligible individual receives, subject to the satisfaction of applicable market performance conditions, with a three-year cumulative performance period that vest at the end of the performance period and which settle in shares of our common stock. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0%. The first peer group consists of the S&P 500 GICS 4020 Index, which is a blend of exchanges, as well as data, financial technology and banking companies, and the second peer group consists of all companies in the S&P 500. 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. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition.

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.

The following weighted-average assumptions were used to determine the weighted-average fair values of the outstanding PSU awards granted under the three-year PSU program during the nine months ended September 30, 2025 and 2024:

Grant date20252024
Weighted-average risk-free interest rate3.82%4.51%
Expected volatility23.27%24.50%
Weighted-average grant date share price$76.10$62.28
Weighted-average fair value at grant date$92.57$78.43

The following table summarizes our PSU activity for the nine months ended September 30, 2025:

PSUs
Three-Year Program
Number of AwardsWeighted-Average Grant Date Fair Value
Unvested at December 31, 20242,174,151$64.83
Granted886,65690.84
Vested(620,515)62.89
Forfeited(54,200)68.92
Unvested at September 30, 20252,386,092$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 September 30, 2025, the total unrecognized compensation cost related to the outstanding PSU awards is $96 million and is expected to be recognized over a weighted-average period of 1.3 years.

Stock Options

There were no stock option awards granted and no stock options exercised for the three and nine months ended September 30, 2025 and 2024.

A summary of our outstanding and exercisable stock options at September 30, 2025 is as follows:

Number of Stock OptionsWeighted-Average Exercise PriceWeighted- Average Remaining Contractual Term (in years)Aggregate Intrinsic Value (in millions)
Outstanding at September 30, 20251,420,323$41.793.4$66
Exercisable at September 30, 2025806,451$22.231.3$53

As of September 30, 2025, the aggregate pre-tax intrinsic value represents the difference between our closing stock price on September 30, 2025 of $88.45 and the exercise price, times the number of shares that would have been received by the option holder had the option holder exercised the stock options on that date. This amount can change based on the fair market value of our common stock. As of September 30, 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 10.3 million shares of our common stock were available for future issuance as of September 30, 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.

11. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of September 30, 2025, 900,000,000 shares of our common stock were authorized, 597,402,009 shares were issued and 572,746,191 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 Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 24,655,818 shares of common stock in treasury as of September 30, 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 September 30, 2025, the remaining aggregate authorized amount under the existing share repurchase program was $1.4 billion.

These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date.

The following is a summary of our share repurchase activity, reported based on settlement date, for the nine months ended September 30, 2025:

Nine Months Ended September 30, 2025
Number of shares of common stock repurchased4,007,607
Average price paid per share$82.34
Total purchase price (in millions)$330

In the table above, the number of shares of common stock repurchased excludes an aggregate of 797,657 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs, and these repurchases are excluded from our repurchase program.

As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.

Variable Notional ASR Agreement

In October 2025, as part of a variable notional ASR agreement, we prepaid $250 million in exchange for an initial delivery of shares of common stock. The final number of shares to be repurchased will be based on an average of 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. The final notional amount is subject to a minimum and maximum and will depend on the price of our shares of common stock during the term of the ASR. The final settlement of the ASR agreement is expected to be completed in the fourth quarter of 2025. 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.

Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. As of September 30, 2025 and December 31, 2024, no shares of preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the first nine months of 2025, our board of directors declared and paid the following cash dividends:

Declaration DateDividend Per Common ShareRecord DateTotal Amount PaidPayment Date
(in millions)
January 28, 2025$0.24March 14, 2025$138March 28, 2025
April 23, 20250.27June 13, 2025155June 27, 2025
July 23, 20250.27September 12, 2025155September 26, 2025
$448

The total amount paid of $448 million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at September 30, 2025.

In October 2025, 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 December 19, 2025 to shareholders of record at the close of business on December 5, 2025. 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.

12. EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings per share:

Three Months Ended September 30,
20252024
Numerator:(in millions, except share and per share amounts)
Net income attributable to common shareholders$423$306
Denominator:
Weighted-average common shares outstanding for basic earnings per share573,286,343575,120,541
Weighted-average effect of dilutive securities:
Weighted-average effect of dilutive securities - Employee equity awards5,691,1593,896,663
Weighted-average common shares outstanding for diluted earnings per share578,977,502579,017,204
Basic and diluted earnings per share:
Basic earnings per share$0.74$0.53
Diluted earnings per share$0.73$0.53
Nine Months Ended September 30,
20252024
Numerator:(in millions, except share and per share amounts)
Net income attributable to common shareholders$1,270$762
Denominator:
Weighted-average common shares outstanding for basic earnings per share574,128,432575,647,283
Weighted-average effect of dilutive securities - Employee equity awards5,178,9643,317,144
Weighted-average common shares outstanding for diluted earnings per share579,307,396578,964,427
Basic and diluted earnings per share:
Basic earnings per share$2.21$1.32
Diluted earnings per share$2.19$1.32

In the tables above, employee equity awards from our PSU program, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation.

Securities that were not included in the computation of diluted earnings per share because their effect was antidilutive were immaterial for the three and nine months ended September 30, 2025 and 2024.

13. 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 September 30, 2025 and December 31, 2024.

September 30, 2025
TotalLevel 1Level 2Level 3
(in millions)
European government debt securities$52$52$—$—
Time deposits11——
Total financial investments$53$53$—$—
Equity securities4949——
Total assets at fair value$102$102$—$—
December 31, 2024
TotalLevel 1Level 2Level 3
(in millions)
European government debt securities$166$166$—$—
Swedish mortgage bonds13—13—
Time deposits5—5—
Total financial investments$184$166$18$—
Equity securities22——
Total assets at fair value$186$168$18$—

Derivative Instruments

We utilize foreign exchange contracts primarily to reduce the volatility of earnings and cash flows associated with changes in foreign exchange rates. As of September 30, 2025, 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 Condensed Consolidated Balance Sheets, and as cash flow hedges of certain foreign currency-denominated revenues and expenses, with fair value changes initially recorded in accumulated other comprehensive income. For our cash flow hedges, when the forecasted transaction affects earnings, or in the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the related gain or loss to revenue or operating expenses, as applicable.

We 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 Condensed Consolidated Statements of Income, together with the re-measurement gain or loss from the hedged balance sheet position.

All derivative contracts are measured at fair value using Level 2 inputs based on observable foreign currency exchange rates and interest rates, and recorded under other current assets and other current liabilities in the Condensed Consolidated Balance Sheets. As of September 30, 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, commercial paper and certain other current liabilities.

We have certain investments, primarily our investment in OCC, which are accounted for under the equity method of accounting. For equity securities that do not have readily determinable fair value we have elected the measurement alternative. These equity securities 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 September 30, 2025, all of our outstanding debt obligations were fixed-rate obligations. We are 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 discounted cash flow analyses for our floating rate debt, and prevailing market rates for our fixed rate debt was $8.7 billion as of September 30, 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 8, “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 September 30, 2025 and December 31, 2024, there were no non-financial assets measured at fair value on a non-recurring basis.

14. CLEARING OPERATIONS

Nasdaq Clearing

Nasdaq Clearing is authorized and supervised under EMIR as a multi-asset clearinghouse by the SFSA. Such authorization is effective for all member states of the European Union and certain other non-member states that are part of the European Economic Area, including Norway. The clearinghouse acts as the CCP for exchange and OTC trades in equity derivatives, 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, "Divestitures," for further discussion. Additionally, beginning in January 2025, Nasdaq no longer offers 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.

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 September 30, 2025, clearing member default fund contributions and margin deposits were as follows:

September 30, 2025
Cash ContributionsNon-Cash ContributionsTotal Contributions
(in millions)
Default fund contributions$1,275$178$1,453
Margin deposits4,4756,03210,507
Total$5,750$6,210$11,960

Of the total default fund contributions of $1,453 million, Nasdaq Clearing can utilize $1,368 million as capital resources in the event of a counterparty default. The remaining balance of $85 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 1 to 8 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 $5,750 million as of September 30, 2025 and $5,664 million as of December 31, 2024, in accordance with its investment policy as follows:

September 30, 2025December 31, 2024
(in millions)
Demand deposits$3,011$3,616
Central bank certificates733767
Restricted cash and cash equivalents$3,744$4,383
European government debt securities361465
Reverse repurchase agreements1,463610
Multilateral development bank debt securities182206
Investments$2,006$1,281
Total$5,750$5,664

In the table above, the change from December 31, 2024 to September 30, 2025 includes a favorable impact from currency translation adjustments of $627 million for restricted cash and cash equivalents and $306 million for investments.

For the nine months ended September 30, 2025 and 2024, investments related to default funds and margin deposits, net includes purchases of investment securities of $70,866 million and $27,301 million, respectively, and proceeds from sales and redemptions of investment securities of $70,447 million and $27,538 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, highly rated government debt securities, reverse repurchase agreements with highly rated government debt securities as collateral, or multilateral development bank debt securities. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing. Clearing members’ cash contributions are included in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Clearing. Non-cash contributions are pledged assets that are not recorded in the Condensed Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions.

In addition to clearing members’ required contributions to the liability waterfall, Nasdaq Clearing is also required to contribute capital to the liability waterfall and overall regulatory capital as specified under its clearinghouse rules. As of September 30, 2025, Nasdaq Clearing committed capital totaling $159 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as a cash equivalent and included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits and may be used to cover losses sustained by a clearing member in the event of a default.

Margin Deposits

Nasdaq Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call if needed. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions.

Similar to default fund contributions, Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Condensed Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in the Condensed Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty.

Nasdaq Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process helps identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing Nasdaq Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Clearing can access the defaulting member’s margin and default fund deposits to cover the defaulting member’s losses.

Regulatory Capital and Risk Management Calculations

Nasdaq Clearing manages risk through a comprehensive counterparty risk management framework, which comprises policies, procedures, standards and financial resources. The level of regulatory capital is determined in accordance with Nasdaq Clearing’s regulatory capital and default fund policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital.

As mentioned above, Nasdaq Clearing is the legal counterparty for each contract cleared and thereby guarantees the fulfillment of each contract. Nasdaq Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis the estimated liability was nominal and no liability was recorded as of September 30, 2025.

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 Waterfall

The liability waterfall is the priority order in which the capital resources would be utilized in the event of a default where the defaulting clearing member’s collateral and default fund contribution would not be sufficient to cover the cost to settle its portfolio. If a default occurs and the defaulting clearing member’s collateral, including cash deposits and pledged assets, is depleted, then capital is utilized in the following amount and order:

  • junior capital contributed by Nasdaq Clearing, which totaled $46 million as of September 30, 2025;

  • 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 September 30, 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 $89 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks.

Market Value of Derivative Contracts Outstanding

The following table presents the market value of derivative contracts outstanding prior to netting:

September 30, 2025
(in millions)
Commodity forwards$18
Fixed-income swaps and forwards734
Stock options and forwards479
Index options and forwards111
Total$1,342

In the table above:

  • We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument.

  • We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument.

Derivative Contracts Cleared

The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,
20252024
Commodity and seafood options, futures and forwards191,088165,641
Fixed-income swaps, futures and forwards14,269,08114,306,316
Stock options, futures and forwards17,875,22417,592,459
Index options, futures and forwards23,362,39026,833,338
Total55,697,78358,897,754

As noted above, beginning in January 2025, Nasdaq no longer offers seafood derivatives clearing.

Resale and Repurchase Agreements Contracts Outstanding and Cleared

The outstanding contract value of resale and repurchase agreements was $1.4 billion and $2.1 billion as of September 30, 2025 and 2024, respectively. The total number of resale and repurchase agreements contracts cleared was 2,812,945 and 3,706,152 for the nine months ended September 30, 2025 and 2024, respectively.

15. LEASES

We have operating leases, which are primarily real estate leases, predominantly for our U.S. and European headquarters, data centers and for general office space. The following table provides supplemental balance sheet information related to Nasdaq’s operating leases:

Balance Sheet ClassificationSeptember 30, 2025December 31, 2024
Assets:(in millions)
Operating lease assetsOperating lease assets$440$375
Liabilities:
Current lease liabilitiesOther current liabilities$56$55
Non-current lease liabilitiesOperating lease liabilities454388
Total lease liabilities$510$443

The following table summarizes Nasdaq’s lease cost:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in millions)
Operating lease cost$21$19$60$59
Variable lease cost12103128
Sublease income(1)(1)(1)(2)
Total lease cost$32$28$90$85

In the table above, operating lease costs include short-term lease costs, which were immaterial.

The following table reconciles the undiscounted cash flows for the following years and total of the remaining years to the operating lease liabilities recorded in the Condensed Consolidated Balance Sheets.

September 30, 2025
(in millions)
Remainder of 2025$17
202680
202776
202872
202970
2030+295
Total lease payments$610
Less: interest(100)
Present value of lease liabilities$510

In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $56 million.

Total lease payments in the table above excludes $18 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:

September 30, 2025
Weighted-average remaining lease term (in years)8.6
Weighted-average discount rate4.2%

The following table provides supplemental cash flow information related to Nasdaq’s operating leases:

Nine Months Ended September 30,
20252024
(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities$59$64
Lease assets obtained in exchange for operating lease liabilities$107$28

16. INCOME TAXES

Income Tax Provision

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

Three Months Ended September 30,
20252024
(in millions)
Income tax provision$106$51
Effective tax rate20.0%14.3%
Nine Months Ended September 30,
20252024
(in millions)
Income tax provision$296$250
Effective tax rate18.9%24.8%

The higher effective tax rate for the three months ended September 30, 2025, as compared to the prior year period, was primarily due to a tax benefit related to payments made to former Adenza employees in September of 2024. The lower effective tax rate for the nine months ended September 30, 2025, as compared to the prior year period, was primarily due to the completion of an intra-group transfer of certain intellectual property, or IP, rights to the U.S. headquarters in June of 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 and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law. While we anticipate a positive impact, we do not expect it to be material to earnings in future periods.

Tax Audits

Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return, applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our federal income tax return is subject to examination by the Internal Revenue Service for the years 2021 through 2023. Several state tax returns are currently under examination by the respective tax authorities for the years 2014 through 2023. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2019 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 condensed consolidated financial position or results of operations, but may be material to our operating results for a particular period and the effective tax rate for that period. We do not expect the settlement of any tax audits to be material in the next twelve months.

17. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 14, “Clearing Operations,” we have obtained financial guarantees and credit facilities, which are guaranteed by us through counter indemnities, to provide further liquidity related to our clearing businesses. Financial guarantees issued to us totaled $4 million as of September 30, 2025 and December 31, 2024. As discussed in “Other Credit Facilities,” of Note 8, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $204 million as of September 30, 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 14, “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 condensed 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 Condensed Consolidated Balance Sheets for the above guarantees.

Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution Services, provides a guarantee to securities clearinghouses and exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Condensed Consolidated Balance Sheets for these arrangements.

Legal and Regulatory Matters

European Commission Matter

In September 2024, the European Commission 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 European Commission’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 European Commission’s investigation. We have been cooperating with the European Commission, but are uncertain about the duration or ultimate outcome of the European Commission’s review, or to the extent there is any finding against us, the amount of any fines or other remedies.

Other Matters

Except as disclosed above and in our prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.

In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on our consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters.

Tax Audits

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 16, “Income Taxes,” for further discussion.

18. BUSINESS SEGMENTS

We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments.

Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Our CODM, who is our Chair and Chief Executive Officer, does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below.

The following tables present certain information regarding our business segments for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,
20252024
(in millions)
Capital Access Platforms
Total revenues$546$501
Direct and directly consumed expenses175173
Other expenses4638
Operating income$325$290
Depreciation and amortization1110
Purchase of property and equipment1816
Financial Technology
Total revenues$457$405
Direct and directly consumed expenses220203
Other expenses3120
Operating income$206$182
Depreciation and amortization1410
Purchase of property and equipment3727
Market Services
Total revenues$946$1,022
Transaction-based expenses(643)(756)
Revenues less transaction-based expenses303266
Direct and directly consumed expenses8485
Other expenses2220
Operating income$197$161
Depreciation and amortization1110
Purchase of property and equipment1414
Corporate Items
Total revenues$9$(26)
Other expenses151159
Operating loss$(142)$(185)
Amortization of acquired intangible assets122123
Consolidated
Total revenues$1,958$1,902
Transaction-based expenses(643)(756)
Revenues less transaction-based expenses$1,315$1,146
Direct and directly consumed expenses479461
Other expenses250237
Operating income$586$448
Depreciation and amortization158153
Purchase of property and equipment6957
Nine Months Ended September 30,
20252024
(in millions)
Capital Access Platforms
Total revenues$1,588$1,460
Direct and directly consumed expenses523498
Other expenses127122
Operating income$938$840
Depreciation and amortization3431
Purchase of property and equipment4637
Financial Technology
Total revenues$1,352$1,217
Direct and directly consumed expenses646595
Other expenses8766
Operating income$619$556
Depreciation and amortization3831
Purchase of property and equipment8971
Market Services
Total revenues$3,171$2,700
Transaction-based expenses(2,281)(1,948)
Revenues less transaction-based expenses$890$752
Direct and directly consumed expenses264250
Other expenses6263
Operating income$564$439
Depreciation and amortization3430
Purchase of property and equipment4239
Corporate Items
Total revenues$27$(7)
Other expenses446547
Operating loss$(419)$(554)
Amortization of acquired intangible assets365368
Consolidated
Total revenues$6,138$5,370
Transaction-based expenses(2,281)(1,948)
Revenues less transaction-based expenses$3,857$3,422
Direct and directly consumed expenses1,4331,343
Other expenses722798
Operating income$1,702$1,281
Depreciation and amortization471460
Purchase of property and equipment177147

Direct and directly consumed expenses in the preceding tables represent 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:

Three Months Ended September 30,
20252024
(in millions)
Revenues:
Divestiture$9$8
Adenza purchase accounting adjustment—(34)
Expenses:
Amortization expense of acquired intangible assets122122
Merger and strategic initiatives expense910
Restructuring charges1222
Legal and regulatory matters1—
Expenses - divestiture54
Other21
Total expenses$151$159
Operating loss$(142)$(185)
Nine Months Ended September 30,
20252024
(in millions)
Revenues:
Divestiture$27$27
Adenza purchase accounting adjustment—(34)
Expenses:
Amortization expense of acquired intangible assets365366
Merger and strategic initiatives expense5323
Restructuring charges27103
Legal and regulatory matters316
Gain on extinguishment of debt(19)—
Pension settlement charge—23
Expenses - divestiture1312
Other44
Total expenses$446$547
Operating loss$(419)$(554)

For further discussion of our segments’ results, see “Segment Operating Results,” of “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The items in the preceding 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 by the end of the second quarter 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. Revenues and expenses related to this transaction are included as revenues and expenses - divestiture.

  • 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 transaction.

◦For the three and nine months ended September 30, 2025 and 2024, these costs included Adenza integration costs and other strategic initiative costs. For the nine months ended September 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 nine months ended September 30, 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 19, “Restructuring Charges,” for further discussion of these plans.

*•*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. Other items primarily include:

*◦*Adenza purchase accounting adjustment: 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, for the nine months ended September 30, 2024, we have excluded the reduction of $34 million as this relates to the prior year's impact of this change. We have not excluded the $2 million offsetting impact of this change as it related to the 2024 results.

*◦*Gain on extinguishment of debt: For the nine months ended September 30, 2025, this includes a gain on extinguishment of debt, which is recorded in 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 nine months ended September 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 nine months ended September 30, 2024, this primarily related to settlement of an SFSA fine, and accruals related to certain legal matters.

*◦*Pension settlement charge: For the nine months ended September 30, 2024, we recorded a pre-tax loss 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 in the Condensed Consolidated Statements of Income. See Note 9, “Retirement Plans,” for further discussion.

Geographic Data

The following tables present total gross revenues by geographic area for the three and nine months ended September 30, 2025 and 2024. Revenues are classified based upon the location of the customer.

Three Months Ended September 30,
20252024
(in millions)
United States$1,562$1,549
All other countries396353
Total$1,958$1,902
Nine Months Ended September 30,
20252024
(in millions)
United States$4,947$4,261
All other countries1,1911,109
Total$6,138$5,370

No single customer accounted for 10.0% or more of our revenues for the three and nine months ended September 30, 2025 and 2024.

The following table presents property and equipment, net by geographic area as of September 30, 2025 and December 31, 2024. Property and equipment information is based on the physical location of the assets.

(in millions)September 30, 2025December 31, 2024
United States$454$425
All other countries235168
Total$689$593

Property and equipment, net for all other countries primarily includes assets held in Sweden.

19. RESTRUCTURING CHARGES

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. We further expanded this program in the fourth quarter of 2024 to accelerate our momentum. 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. We expect to achieve benefits primarily in the form of expense synergies, with more than $150 million net expense synergies actioned through September 30, 2025, and do not expect our costs to be more than one times our achieved synergies. Initiatives taken as part of this program are expected to be actioned by the end of 2025, while certain costs may be recognized in the first half of 2026.

Costs related to these programs are recorded as restructuring charges in the Condensed Consolidated Statements of Income.

The following table presents a summary of the Adenza restructuring program and our divisional realignment program charges for the three and nine months ended September 30, 2025 and 2024 as well as total program costs incurred since the inception date of each program.

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in millions)
Asset impairment charges
Adenza restructuring$—$—$—$24
Divisional realignment—5—9
Consulting services
Adenza restructuring3154
Divisional realignment—6—27
Employee-related costs
Adenza restructuring731815
Divisional realignment—2—8
Other
Adenza restructuring2146
Divisional realignment—4—10
Total restructuring charges$12$22$27$103
Total Program Costs Incurred
Adenza restructuring$98
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.

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