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

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

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

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

EXECUTIVE OVERVIEW

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

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

Third Quarter 2025 Highlights

Nasdaq delivered a strong quarter in Listing Services, highlighting the Company’s continued market leadership and welcomed U.S. operating companies that raised $6.0 billion in proceeds.
Index had $17 billion in net inflows in the third quarter and a record $91 billion in net inflows over the last twelve months. End of period ETP AUM reached $829 billion and average ETP AUM over the third quarter was $777 billion at quarter-end, an all-time high. Nasdaq launched 30 new Index products in the third quarter, including 18 international products and 13 in the institutional insurance annuity space.
The Financial Technology segment delivered 12% ARR growth, reflecting an increase in new clients, cross-sells and upsells.
Market Services delivered record U.S. equity derivatives revenue and volumes. Within our U.S. derivatives business, Nasdaq Index options volumes also achieved record levels in the third quarter.
In September, Nasdaq’s Closing Cross set a new daily notional value record.

Macroeconomic environment

Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad-based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes in the first nine months of 2025, as compared to the same period in 2024, has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues. Market factors also contributed to higher valuations in Nasdaq indices. The impact of global uncertainty due to tariff policies has caused some delays in IPOs; however, the expectation of a lower cost of capital, U.S. economic resilience and certain deregulation efforts have created more investor confidence in new issuances. To the extent that global or national economic conditions weaken and result in slower growth or recessions, or we experience an extended U.S. federal government shutdown, our business may temporarily be negatively impacted.

Nasdaq’s Operating Results

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


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$	1,315	$	1,146		14.8	%
Operating expenses	729		698			4.4	%
Operating income	$	586	$	448		31.0	%
Net income attributable to Nasdaq	$	423	$	306		38.4	%
Diluted earnings per share	$	0.73	$	0.53		38.4	%
Cash dividends declared per common share	$	0.27	$	0.24		12.5	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$	3,857	$	3,422		12.7	%
Operating expenses	2,155		2,141			0.7	%
Operating income	$	1,702	$	1,281		32.9	%
Net income attributable to Nasdaq	$	1,270	$	762		66.6	%
Diluted earnings per share	$	2.19	$	1.32		66.6	%
Cash dividends declared per common share	$	0.78	$	0.70		11.4	%

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

The following chart summarizes our ARR (in millions):

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

The ARR chart includes:


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

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

1642

SEGMENT OPERATING RESULTS

The following tables present our revenues by segment:


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
Capital Access Platforms	$	546	$	501		9.1	%
Financial Technology	457		371			23.3	%
Market Services	946		1,022			(7.4)	%
Other revenues	9		8			1.7	%
Total revenues	$	1,958	$	1,902		3.0	%
Transaction rebates	(637)		(513)			24.1	%
Brokerage, clearance and exchange fees	(6)		(243)			(97.2)	%
Total revenues less transaction-based expenses	$	1,315	$	1,146		14.8	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Capital Access Platforms	$	1,588	$	1,460		8.8	%
Financial Technology	1,352		1,183			14.4	%
Market Services	3,171		2,700			17.4	%
Other revenues	27		27			0.1	%
Total revenues	$	6,138	$	5,370		14.3	%
Transaction rebates	(1,845)		(1,478)			24.8	%
Brokerage, clearance and exchange fees	(436)		(470)			(7.3)	%
Total revenues less transaction-based expenses	$	3,857	$	3,422		12.7	%

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

268

270

Capital Access Platforms

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


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
Data & Listing Services	$	204	$	190		7.4	%
Index	206		182			13.5	%
Workflow & Insights	136		129			5.4	%
Total Capital Access Platforms	$	546	$	501		9.1	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Data & Listing Services	$	594	$	562		5.8	%
Index	595		517			14.9	%
Workflow & Insights	399		381			4.8	%
Total Capital Access Platforms	$	1,588	$	1,460		8.8	%


	As of September 30,
	2025		2024
ARR (in millions)	$	1,345	$	1,254

Data & Listing Services Revenues

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


	Three Months Ended September 30,
	2025	2024
IPOs
The Nasdaq Stock Market	76	48
The Nasdaq Stock Market - SPACs	30	15
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	2	1
Total new listings
The Nasdaq Stock Market	205	138
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	4	6

	Nine Months Ended September 30,
	2025	2024
IPOs
The Nasdaq Stock Market	218	114
The Nasdaq Stock Market - SPACs	89	28
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	12	7
Total new listings
The Nasdaq Stock Market	569	301
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	19	18

	As of September 30,
	2025	2024
Number of listed companies
The Nasdaq Stock Market	4,359	4,039
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	1,133	1,186

ARR (in millions)	743	683

In the tables above:

The number of total listed companies on The Nasdaq Stock Market for the nine months ended September 30, 2025 and 2024 included 1,000 and 712 ETPs, respectively.
IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.

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

Index Revenues

The following table presents key drivers from our Index business:


	As of or Three Months Ended September 30,
	2025		2024
Number of licensed ETPs	439		388
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance	$	600	$	411
Net appreciation	138		143
Net impact of ETP sponsor switches	—		(16)
Net inflows	91		62
Ending balance	$	829	$	600
Quarterly average ETP AUM tracking Nasdaq indices (in billions)	$	777	$	575

ARR (in millions)	$	81	$	74

In the table above, TTM represents trailing twelve months.

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

Workflow & Insights Revenues

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


	As of or Three Months Ended September 30,
	2025		2024
	(in millions)
ARR	$	521	$	497
Quarterly annualized SaaS revenues	450		427

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

Financial Technology

The following tables present revenues from our Financial Technology segment:


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
Financial Crime Management Technology	$	84	$	69		22.0	%
Regulatory Technology	109		68			61.6	%
Capital Markets Technology	264		234			12.6	%
Total Financial Technology	$	457	$	371		23.3	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Financial Crime Management Technology	$	241	$	200		20.7	%
Regulatory Technology	315		253			24.2	%
Capital Markets Technology	796		730			9.2	%
Total Financial Technology	$	1,352	$	1,183		14.4	%

Financial Crime Management Technology Revenues

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


	As of or Three Months Ended September 30,
	2025		2024
	(in millions)
ARR and Quarterly annualized SaaS revenues	$	316	$	268

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

Regulatory Technology Revenues

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


	As of or Three Months Ended September 30,
	2025		2024
	(in millions)
ARR	$	389	$	350
Quarterly annualized SaaS revenues	213		188

Regulatory Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to increased subscription revenue from new sales and price increases to existing clients, and revenue from new clients from our AxiomSL and Surveillance product offerings. Revenues also increased as compared to the same periods in 2024 due to a one-time revenue reduction recognized in the third quarter of 2024 related to a purchase accounting adjustment. See Note 3, “Revenue from Contracts with Customers,” to the condensed consolidated financial statements for discussion on the measurement period adjustment.

Capital Markets Technology Revenues

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


	As of or Three Months Ended September 30,
	2025		2024
	(in millions)
ARR	$	957	$	864
Quarterly annualized SaaS revenues	153		128

Capital Markets Technology revenues increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024. The increase for both periods was primarily due to an increase in our trade management services business due to data center growth. The increase for these periods is also attributable to higher subscription revenues from new sales and price increases to existing clients, as well as revenues from new clients from our Calypso business. For the nine months ended September 30, 2025 the increase was also driven by price increases and upsells in our market technology business.

Market Services

The following tables present revenues from our Market Services segment:


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
Market Services	$	946	$	1,022		(7.4)	%
Transaction-based expenses:
Transaction rebates	(637)		(513)			24.1	%
Brokerage, clearance and exchange fees	(6)		(243)			(97.2)	%
Total Market Services, net	$	303	$	266		14.1	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Market Services	$	3,171	$	2,700		17.4	%
Transaction-based expenses:
Transaction rebates	(1,845)		(1,478)			24.8	%
Brokerage, clearance and exchange fees	(436)		(470)			(7.3)	%
Total Market Services, net	$	890	$	752		18.3	%

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


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
U.S. Equity Derivative Trading	$	124	$	107		15.5	%
Cash Equity Trading	127		107			19.0	%
U.S. Tape plans	33		35			(7.4)	%
Other	19		17			18.5	%
Total Market Services, net	$	303	$	266		14.1	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
U.S. Equity Derivative Trading	$	346	$	289		19.8	%
Cash Equity Trading	381		317			20.1	%
U.S. Tape plans	103		94			8.7	%
Other	60		52			15.8	%
Total Market Services, net	$	890	$	752		18.3	%

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

U.S. Equity Derivative Trading

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


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
U.S. Equity Derivative Trading Revenues	$	416	$	374		11.4	%
Section 31 fees	—		27			(100.0)	%
Transaction-based expenses:
Transaction rebates	(292)		(266)			9.9	%
Section 31 fees	—		(27)			(100.0)	%
Brokerage and clearance fees	—		(1)			(44.4)	%
U.S. Equity Derivative Trading Revenues, net	$	124	$	107		15.5	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
U.S. Equity Derivative Trading Revenues	$	1,234	$	1,031		19.7	%
Section 31 fees	47		57			(17.5)	%
Transaction-based expenses:
Transaction rebates	(885)		(740)			19.7	%
Section 31 fees	(47)		(57)			(17.5)	%
Brokerage and clearance fees	(3)		(2)			25.3	%
U.S. Equity Derivative Trading Revenues, net	$	346	$	289		19.8	%

Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to a rate change by the SEC in the second quarter of 2025. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.


	Three Months Ended September 30,
	2025		2024

Total industry average daily volume (in millions)	55.8		44.5
Nasdaq PHLX matched market share	10.4	%	9.4	%
The Nasdaq Options Market matched market share	2.5	%	5.8	%
Nasdaq BX Options matched market share	1.6	%	2.3	%
Nasdaq ISE Options matched market share	7.0	%	6.8	%
Nasdaq GEMX Options matched market share	3.5	%	2.7	%
Nasdaq MRX Options matched market share	3.5	%	3.2	%
Total matched market share executed on Nasdaq’s exchanges	28.5	%	30.2	%

	Nine Months Ended September 30,
	2025		2024
U.S. equity options
Total industry average daily volume (in millions)	54.0		43.3
Nasdaq PHLX matched market share	9.7	%	9.9	%
The Nasdaq Options Market matched market share	3.9	%	5.5	%
Nasdaq BX Options matched market share	1.7	%	2.3	%
Nasdaq ISE Options matched market share	6.8	%	6.7	%
Nasdaq GEMX Options matched market share	3.9	%	2.6	%
Nasdaq MRX Options matched market share	3.0	%	2.6	%
Total matched market share executed on Nasdaq’s exchanges	29.0	%	29.6	%

U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes, partially offset by lower capture and lower matched market share executed on Nasdaq’s exchanges.

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

Cash Equity Trading Revenues

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


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
Cash Equity Trading Revenues	$	471	$	354		33.1	%
Section 31 fees	—		210			(100.0)	%
Transaction-based expenses:
Transaction rebates	(338)		(242)			39.7	%
Section 31 fees	—		(210)			(100.0)	%
Brokerage and clearance fees	(6)		(5)			17.2	%
Cash equity trading revenues, net	$	127	$	107		19.0	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Cash Equity Trading Revenues	$	1,340	$	1,056		27.0	%
Section 31 fees	367		394			(7.1	%)
Transaction-based expenses:
Transaction rebates	(940)		(722)			30.2	%
Section 31 fees	(367)		(394)			(7.1	%)
Brokerage and clearance fees	(19)		(17)			13.4	%
Cash equity trading revenues, net	$	381	$	317		20.1	%

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


	Three Months Ended September 30,
	2025			2024
Total U.S.-listed securities
Total industry average daily share volume (in billions)	17.6			11.5
Matched share volume (in billions)	158.6			118.2
The Nasdaq Stock Market matched market share	13.7		%	15.6		%
Nasdaq BX matched market share	0.3		%	0.3		%
Nasdaq PSX matched market share	0.1		%	0.2		%
Total matched market share executed on Nasdaq’s exchanges	14.1		%	16.1		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	47.6		%	44.7		%
Total market share	61.7		%	60.8		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	627,568			609,167
Total average daily value of shares traded (in billions)	$	4.5		$	4.1
Total market share executed on Nasdaq’s exchanges	72.8		%	72.3		%

	Nine Months Ended September 30,
	2025			2024
Total U.S.-listed securities
Total industry average daily share volume (in billions)	17.2			11.7
Matched share volume (in billions)	454.4			354.3
The Nasdaq Stock Market matched market share	13.8		%	15.6		%
Nasdaq BX matched market share	0.3		%	0.4		%
Nasdaq PSX matched market share	0.1		%	0.2		%
Total matched market share executed on Nasdaq’s exchanges	14.2		%	16.2		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	47.7		%	43.0		%
Total market share	61.9		%	59.2		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	736,829			645,622
Total average daily value of shares traded (in billions)	$	5.2		$	4.5
Total market share executed on Nasdaq’s exchanges	71.8		%	72.2		%

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

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

U.S. Tape Plans

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


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
U.S. Tape plans	$	33	$	35		(7.4)	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
U.S. Tape plans	$	103	$	94		8.7	%

U.S. Tape plans revenues decreased for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to lower audit revenue collection, partially offset by higher usage volume. The increase for the nine months ended September 30, 2025 compared with the same period in 2024 was primarily due to higher one-time industry-wide adjustments and higher usage volume.

Other

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


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
Other	$	19	$	17		18.5	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Other	$	60	$	52		15.8	%

In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million and $5 million for the three months ended September 30, 2025 and 2024, respectively, and $20 million and $16 million for the nine months ended September 30, 2025 and 2024, respectively.

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

Other Revenues

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

EXPENSES

Operating Expenses

The following tables present our operating expenses:


	Three Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Compensation and benefits	$	353	$	332	6.5	%
Professional and contract services	38		36		6.7	%
Technology and communication infrastructure	80		71		11.9	%
Occupancy	32		28		15.0	%
General, administrative and other	22		26		(18.6)	%
Marketing and advertising	13		11		17.0	%
Depreciation and amortization	158		153		3.3	%
Regulatory	12		9		32.8	%
Merger and strategic initiatives	9		10		(12.3)	%
Restructuring charges	12		22		(44.4)	%
Total operating expenses	$	729	$	698	4.4	%

















	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Compensation and benefits	$	1,033	$	1,000		3.3%
Professional and contract services	112		108			4.5%
Technology and communication infrastructure	236		207			14.2%
Occupancy	90		85			7.0%
General, administrative and other	51		84			(39.7)%
Marketing and advertising	41		34			19.9%
Depreciation and amortization	471		460			2.3%
Regulatory	41		37			10.1%
Merger and strategic initiatives	53		23			129.8%
Restructuring charges	27		103			(74.4)%
Total operating expenses	$	2,155	$	2,141		0.7%

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

Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,625 employees as of September 30, 2025 from 9,120 employees as of September 30, 2024, as we support revenue growth and innovation.

Professional and contract services expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to increased consulting costs. For the nine months ended September 30, 2025, these costs were partially offset by a decrease in certain legal fees.

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

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

General, administrative and other expense decreased for the three and nine months ended September 30, 2025 as compared with the same periods in 2024 due to a change in classification of costs related to the CAT from general, administrative and other expense to regulatory expense, beginning in the fourth quarter of 2024 and a gain on extinguishment of debt recorded in the first nine months of 2025. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Marketing and advertising expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to higher client acquisition costs.

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

Regulatory expense increased for the three and nine months ended September 30, 2025 compared with the same periods in 2024 primarily due to an increase in CAT operating fees and the change in classification of these costs, as described above.

We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the three and 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 a portion of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.

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

We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur up to approximately $140 million in pre-tax charges. 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. We have surpassed the initial program target by actioning approximately $150 million of net expense synergies through September 30, 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition.

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

Non-Operating Income and Expenses

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


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
Interest income	$	8	$	8		—%
Interest expense	(87)		(102)			(14.5)	%
Net interest expense	(79)		(94)			(15.7)	%
Net gain (loss) on divestitures	(2)		—			N/M
Other income	—		1			(119.9)	%
Net income from unconsolidated investees	24		1			2,361.0	%
Total non-operating expense	$	(57)	$	(92)		(39.0)	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Interest income	$	32	$	20		55.4	%
Interest expense	(279)		(313)			(10.9)	%
Net interest expense	(247)		(293)			(15.5)	%

Net gain (loss) on divestitures	37		—			N/M
Other income	—		15			(99.7)	%
Net income from unconsolidated investees	73		7			1,012.5	%
Total non-operating expense	$	(137)	$	(271)		(36.0)	%

The following tables present our interest expense:


	Three Months Ended September 30,					Percentage Change
	2025		2024
	(in millions)
Interest expense on debt	$	84	$	98		(14.3)	%
Accretion of debt issuance costs and debt discount	2		3			(16.8)	%
Other fees	1		1			(21.1)	%
Interest expense	$	87	$	102		(14.5)	%

	Nine Months Ended September 30,				Percentage Change
	2025		2024
	(in millions)
Interest expense on debt	$	269	$	301		(10.6)	%
Accretion of debt issuance costs and debt discount	8		10			(18.4)	%
Other fees	2		2			(15.2)	%
Interest expense	$	279	$	313		(10.9)	%

Interest income increased for the nine months ended September 30, 2025 compared with the same period in 2024 primarily due to a higher average cash balance.

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

For the nine months ended September 30, 2025, net gain (loss) on divestitures includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business, net of costs to sell, of which a portion are reflected for the three months ended September 30, 2025. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

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

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

Tax Matters

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


	Three Months Ended September 30,							Percentage Change
	2025			2024
	($ in millions)
Income tax provision	$	106		$	51			106.9	%
Effective tax rate	20.0		%	14.3		%

	Nine Months Ended September 30,						Percentage Change
	2025			2024
	(in millions)
Income tax provision	$	296		$	250			18.8	%
Effective tax rate	18.9		%	24.8		%

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

NON-GAAP FINANCIAL MEASURES

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

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

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

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


	Three Months Ended September 30,
	2025			2024
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$	423		$	306
Non-GAAP adjustments:
Adenza purchase accounting adjustment	—			34
Amortization expense of acquired intangible assets	122			122
Merger and strategic initiatives expense	9			10
Restructuring charges	12			22


Net (gain) loss on divestitures	2			—
Net income from unconsolidated investees	(24)			(1)
Legal and regulatory matters	1			—

Other loss	4			1
Total non-GAAP adjustments	$	126		$	188
Non-GAAP tax adjustments	(38)			(51)

Other tax adjustments	—			(14)
Total non-GAAP adjustments, net of tax	$	88		$	123
Non-GAAP net income attributable to Nasdaq	$	511		$	429

U.S. GAAP effective tax rate	20.0		%	14.3		%
Total adjustments from non-GAAP tax rate	2.0		%	7.0		%
Non-GAAP effective tax rate	22.0		%	21.3		%

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

U.S. GAAP diluted earnings per share	$	0.73		$	0.53
Total adjustments from non-GAAP net income	0.15			0.21
Non-GAAP diluted earnings per share	$	0.88		$	0.74


	Nine Months Ended September 30,
	2025			2024
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$	1,270		$	762
Non-GAAP adjustments:
Adenza purchase accounting adjustment	—			34
Amortization expense of acquired intangible assets	365			366
Merger and strategic initiatives expense	53			23
Restructuring charges	27			103

Gain on extinguishment of debt	(19)			—
Net (gain) loss on divestitures	(37)			—
Net income from unconsolidated investees	(73)			(7)
Legal and regulatory matters	3			16


Pension settlement charge	—			23
Other (income) loss	6			(8)
Total non-GAAP adjustments	$	325		$	550
Non-GAAP tax adjustments	(108)			(137)

Other tax adjustments	(27)			19
Total non-GAAP adjustments, net of tax	$	190		$	432
Non-GAAP net income attributable to Nasdaq	$	1,460		$	1,194

U.S. GAAP effective tax rate	18.9		%	24.8		%
Total adjustments from non-GAAP tax rate	3.9		%	(1.2)		%
Non-GAAP effective tax rate	22.8		%	23.6		%

Weighted-average common shares outstanding for diluted earnings per share	579.3			579.0

U.S. GAAP diluted earnings per share	$	2.19		$	1.32
Total adjustments from non-GAAP net income	0.33			0.74
Non-GAAP diluted earnings per share	$	2.52		$	2.06

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

Adenza purchase accounting adjustment: During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time revenue reduction of $32 million was recorded, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. For the nine months ended September 30, 2024, we excluded the reduction of $34 million as this relates to the prior year's impact of this change from our non-GAAP results. We did not exclude the $2 million offsetting impact of this change as it is related to the 2024 results.

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

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

◦For the three and nine months ended September 30, 2025, and September 30, 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 the recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the 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: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, to optimize our efficiencies as a combined organization. We further expanded this restructuring program in the fourth quarter of 2024 to accelerate our momentum. In addition, we completed our divisional realignment program in September 2024. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of these programs.
Net income from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.
Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:

*◦*Net (gain) loss on divestitures: For the nine months ended September 30, 2025, this includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business, net of costs to sell, of which a portion are reflected for the three months ended September 30, 2025. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

*◦*Gain on extinguishment of debt: For the nine months ended September 30, 2025, this includes a gain on extinguishment of debt, which is recorded under general, administrative and other expense in the Condensed Consolidated Statements of Income. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

*◦*Legal and regulatory matters: For the three and 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 the 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 charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits expense in the Condensed Consolidated Statements of Income.

◦Other: For the three and nine months ended September 30, 2025 and 2024, other items include net gains and losses from strategic investments entered into through our corporate venture program, which are included in other income in our Condensed Consolidated Statements of Income.

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

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


	September 30, 2025		December 31, 2024
	(in millions)
Working capital	$	(108)	$	(116)
Cash and cash equivalents	470		592
Financial investments	53		184

Working Capital

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

Decreased current liabilities were primarily due to:

decreased Section 31 fees payable due to decrease in fee rate and timing of payment,
a decrease in accounts payable and accrued expenses, and
a decrease in accrued personnel costs due to timing of incentive compensation payments; partially offset by,
reclassification of 2026 Notes to short-term debt, partially offset by the repayment of the 2025 Notes and the partial repayment of the 2026 Notes,
an increase in other current liabilities, and
an increase in deferred revenue.

Decreased current assets were primarily due to:

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

Cash and Cash Equivalents

Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of September 30, 2025, our cash and cash equivalents of $470 million were primarily invested in money market funds, European government debt securities and bank deposits.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $227 million as of September 30, 2025 and $181 million as of December 31, 2024. The remaining balance held in the U.S. totaled $243 million as of September 30, 2025 and $411 million as of December 31, 2024.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $227 million as of September 30, 2025 and $31 million as of December 31, 2024, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Condensed Consolidated Balance Sheets. The increase in this balance as of September 30, 2025 is primarily due to more regulatory capital being invested in shorter term investments, which are classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets as of September 30, 2025. As of December 31, 2024, more regulatory capital was invested in longer term investments, which were classified as financial investments in the Condensed Consolidated Balance Sheets.

Cash Flow Analysis

The following table summarizes the changes in cash flows:


	Nine Months Ended September 30,
	2025		2024
Net cash provided by (used in):	(in millions)
Operating activities	$	1,630	$	1,234
Investing activities	(462)		55
Financing activities	(2,386)		(2,537)

Net Cash Provided by Operating Activities

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

Net cash provided by operating activities increased $396 million for the nine months ended September 30, 2025 compared with the same period in 2024. The increase was primarily driven by an increase in net income, partially offset by changes in working capital, as discussed above.

Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2025 primarily relates to net purchases of investments related to default funds and margin deposits of $419 million, purchases of property and equipment of $177 million and other investing activities of $76 million primarily related to our corporate venture program, partially offset by proceeds from sales and redemption of securities, net, of $158 million and proceeds from divestitures of $52 million.

Net cash provided by investing activities for the nine months ended September 30, 2024 primarily related to net proceeds from sales and redemption of investments related to default funds and margin deposits of $237 million, partially offset by purchases of property and equipment of $147 million, other investing activities primarily related to our corporate venture program of $24 million and purchases of trading securities, net, of $11 million.

Net Cash Used in Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2025 primarily relates to a decrease in default funds and margin deposits of $847 million, repayments of debt including the repayment of our 2025 Notes for $400 million, the partial repayment of our 2028, 2034 and 2052 Notes for $257 million and the partial repayment of our 2026 Notes for $69 million, dividend payments to our shareholders of $448 million, repurchases of common stock of $330 million and payments related to employee shares withheld for taxes of $63 million, partially offset by proceeds received from employee stock activity and other issuances of $28 million.

Net cash used in financing activities for the nine months ended September 30, 2024 related to a decrease in default funds and margin deposits of $1,320 million, dividend payments to our shareholders of $403 million, repayment of the 2023 Term Loan of $340 million, repayments of our commercial paper, net, of $291 million, repurchases of common stock of $145 million and payments related to employee shares withheld for taxes of $56 million, partially offset by proceeds received from employee stock activity and other issuances of $21 million.

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

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

Financial Investments

Our financial investments totaled $53 million as of September 30, 2025 and $184 million as of December 31, 2024. Of these securities, $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. See Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Regulatory Capital Requirements

Clearing Operations Regulatory Capital Requirements

We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of September 30, 2025, our required regulatory capital of $159 million was primarily comprised of cash and cash equivalents that are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Broker-Dealer Net Capital Requirements

Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of September 30, 2025, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $23 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Nordic and Baltic Exchange Regulatory Capital Requirements

The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of September 30, 2025, our required regulatory capital of $43 million was primarily invested in European government bills that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Other Capital Requirements

We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of September 30, 2025, other required regulatory capital of $13 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Equity and dividends

Share Repurchase Program

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

Cash Dividends on Common Stock

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


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

Total	$	0.78	$	0.70

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

Debt Obligations

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

n U.S. Notes n Euro Notes

10997

In the third quarter of 2025, we repurchased an aggregate principal amount of $69 million of our 2026 Notes. In the second quarter of 2025, we repaid in full the 2025 Notes for an aggregate of $400 million. In the first quarter of 2025, we repurchased an aggregate principal amount of $279 million of our 2028, 2034 and 2052 Notes, for a net purchase price of $257 million, excluding accrued interest.

For the three months ended September 30, 2025, the weighted average interest rate on our debt obligations was approximately 3.75% and for the nine months ended September 30, 2025, the weighted average interest rate on our debt obligations was approximately 3.83%. This rate can fluctuate based on changes in interest rates for our variable rate debts, changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt. In addition to the 2022 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. These European credit facilities, which are available in multiple currencies, totaled $204 million as of September 30, 2025 and $174 million as of December 31, 2024 in available liquidity, none of which was utilized.

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

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

CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS

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


	Payments Due by Period
(in millions)	Total		<1 year		1-3 years		3-5 years		5+ years
Debt obligation by contractual maturity	$	14,436	$	773	$	1,530	$	1,951	$	10,182
Operating lease obligations	628		76		153		140		259
Purchase obligations	1,515		134		252		279		850
Total	$	16,579	$	983	$	1,935	$	2,370	$	11,291

In the table above:

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

OFF-BALANCE SHEET ARRANGEMENTS

For discussion of off-balance sheet arrangements see:

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

◦Guarantees issued and credit facilities available;

◦Other guarantees; and

◦Routing brokerage activities.

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