Nasdaq 10-Q 2026-03-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2026
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period	from ________ to ________

Commission file number: 001-38855

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

Delaware		52-1165937
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

151 W. 42nd Street,	New York,	New York	10036
(Address of Principal Executive Offices)			(Zip Code)

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		NDAQ		The Nasdaq Stock Market
Common Stock, $0.01 par value per share		NDAQ		Nasdaq Texas, LLC
4.500% Senior Notes due 2032		NDAQ32		The Nasdaq Stock Market
0.900% Senior Notes due 2033		NDAQ33		The Nasdaq Stock Market
0.875% Senior Notes due 2030		NDAQ30		The Nasdaq Stock Market
1.75% Senior Notes due 2029		NDAQ29		The Nasdaq Stock Market

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

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has

been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit such files). Yes ☒ No ☐

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

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

“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

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

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

Class		Outstanding at April 16, 2026
Common Stock, $0.01 par value per share		565,540,798	shares

i

Nasdaq, Inc.

TABLE OF CONTENTS
PART I	Financial Information
	Item 1.	Financial Statements	1
		Condensed Consolidated Balance Sheets	1
		Condensed Consolidated Statements of Income	2
		Condensed Consolidated Statements of Comprehensive Income	3
		Condensed Consolidated Statements of Changes in Stockholders' Equity	4
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
	Item 4.	Controls and Procedures	41
PART II	Other Information
	Item 1.	Legal Proceedings	41
	Item 1A.	Risk Factors	41
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
	Item 5.	Other Information	42
	Item 6.	Exhibits	42
		SIGNATURES	43

ii

About this Form 10-Q

Throughout this Form 10-Q, unless otherwise specified:

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

• “Nasdaq Baltic” refers to collectively, Nasdaq Tallinn

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

• “Nasdaq Texas” refers to the cash equity exchange

operated by Nasdaq Texas, LLC, formerly Nasdaq BX.

• “NTX Options” refers to the options exchange operated

by Nasdaq Texas, LLC, formerly Nasdaq BX Options.

• “Nasdaq Clearing” refers to the clearing operations

conducted by Nasdaq Clearing AB.

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

cash equity trading books operated by Nasdaq CXC

Limited.

• “Nasdaq First North” refers to our alternative

marketplaces for smaller companies and growth

companies in the Nordic and Baltic regions.

• “Nasdaq GEMX” refers to the options exchange

operated by Nasdaq GEMX, LLC.

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

Nasdaq ISE, LLC.

• “Nasdaq MRX” refers to the options exchange operated

by Nasdaq MRX, LLC.

• “Nasdaq Nordic” refers to collectively, Nasdaq Clearing

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

Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

• “Nasdaq PHLX” refers to the options exchange operated

by Nasdaq PHLX LLC.

• “Nasdaq PSX” refers to the cash equity exchange

operated by Nasdaq PHLX LLC.

• “The Nasdaq Options Market” refers to the options

exchange operated by The Nasdaq Stock Market LLC.

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

exchange and listing venue operated by The Nasdaq

Stock Market LLC.

Nasdaq also provides the following list of abbreviations and

acronyms used throughout this Quarterly Report on Form 10-

Q as a tool for the reader.

2022 Revolving Credit Facility: $1.25 billion senior

unsecured revolving credit facility, which matures on

December 16, 2027

2026 Notes: $500 million aggregate principal amount issued

of 3.850% senior unsecured notes due June 30, 2026

2028 Notes: $1 billion aggregate principal amount issued of

5.350% senior unsecured notes due June 28, 2028

2029 Notes: €600 million aggregate principal amount issued

of 1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount issued

of 0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount issued

of 1.650% senior unsecured notes due January 15, 2031

2032 Notes: €750 million aggregate principal amount issued

of 4.500% senior unsecured notes due February 15, 2032

2033 Notes: €615 million aggregate principal amount issued

of 0.900% senior unsecured notes due July 30, 2033

2034 Notes: $1.25 billion aggregate principal amount issued

of 5.550% senior unsecured notes due February 15, 2034

2040 Notes: $650 million aggregate principal amount issued

of 2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount issued

of 3.250% senior unsecured notes due April 28, 2050

2052 Notes: $550 million aggregate principal amount issued

of 3.950% senior unsecured notes due March 7, 2052

2053 Notes: $750 million aggregate principal amount issued

of 5.950% senior unsecured notes due August 15, 2053

2063 Notes: $750 million aggregate principal amount issued

of 6.100% senior unsecured notes due June 28, 2063

Adenza: Adenza Holdings, Inc.

AI: Artificial Intelligence

ARR: Annualized Recurring Revenue

ASR: Accelerated Share Repurchase

AUM: Assets Under Management

CCP: Central Counterparty

CAT: A market-wide consolidated audit trail established

under an SEC approved plan by Nasdaq and other

exchanges

EMIR: European Market Infrastructure Regulation

Equity Plan: Nasdaq Equity Incentive Plan

ESPP: Nasdaq Employee Stock Purchase Plan

ETP: Exchange Traded Product

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

Exchange Act: Securities Exchange Act of 1934, as amended

FINRA: Financial Industry Regulatory Authority

GICS: Global Industry Classification Standard

IPO: Initial Public Offering

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

PSU: Performance Share Unit

SaaS: Software as a Service

SEC: U.S. Securities and Exchange Commission

SERP: Supplemental Executive Retirement Plan

iii

SFSA: Swedish Financial Supervisory Authority

SOFR: Secured Overnight Financing Rate

SPAC: Special Purpose Acquisition Company

S&P: Standard & Poor's

S&P 500: S&P 500 Stock Index

TSR: Total Shareholder Return

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

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

data

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

product names or marks referred to in this report are

trademarks or service marks, registered or otherwise, of

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

Reporting Facility are registered trademarks of FINRA.

This Quarterly Report on Form 10-Q includes market share

and industry data that we obtained from industry publications

and surveys, reports of governmental agencies and internal

company surveys. Industry publications and surveys

generally state that the information they contain has been

obtained from sources believed to be reliable, but we cannot

assure you that this information is accurate or complete. We

have not independently verified any of the data from third-

party sources nor have we ascertained the underlying

economic assumptions relied upon therein. Statements as to

our market position are based on the most currently available

market data. For market comparison purposes, The Nasdaq

Stock Market data in this Quarterly Report on Form 10-Q for

IPOs and new listings of equity securities (including issuers

that switched from other listings venues, closed-end funds

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

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

available IPO data. Data in this Quarterly Report on Form

10-Q for IPOs and new listings of equity securities on the

Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq

First North also is based on data generated internally by us.

IPOs and new listings data is presented as of period end.

While we are not aware of any misstatements regarding

industry data presented herein, our estimates involve risks

and uncertainties and are subject to change based on various

factors. We refer you to the “Risk Factors” section in our

Form 10-K for the fiscal year ended December 31, 2025 that

was filed with the SEC on February 12, 2026.

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

for disclosing material non-public information and for

complying with SEC Regulation FD and other disclosure

obligations.

iv

Forward-Looking Statements

The SEC encourages companies to disclose forward-looking

information so that investors can better understand a

company’s future prospects and make informed investment

decisions. This Quarterly Report on Form 10-Q contains

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

“will,” “could,” “should,” “anticipate,” “estimates,”

“expects,” “projects,” “intends,” “plans,” “believes” and

words or terms of similar substance used in connection with

any discussion of future expectations as to industry and

regulatory developments or business initiatives and

strategies, future operating results or financial performance,

and other future developments are intended to identify

forward-looking statements. These include, among others,

statements relating to:

*•*our strategic direction;

*•*the integration of acquired businesses, including

accounting decisions relating thereto;

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

investments or other transactional activities;

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

initiatives, including transactional activities and other

strategic, restructuring, technology, de-leveraging and

capital return initiatives;

• our products and services;

• the impact of pricing changes;

• tax matters;

• the cost and availability of liquidity and capital; and

*•*any litigation, or any regulatory or government

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

party or which may affect us and any potential settlements

of litigation, regulatory or governmental investigations or

actions.

Forward-looking statements involve risks and uncertainties.

Factors that could cause actual results to differ materially

from those contemplated by the forward-looking statements

include, among others, the following:

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

*•*our ability to successfully integrate acquired businesses or

divest sold businesses or assets, including the fact that any

integration or transition may be more difficult, time

consuming or costly than expected, and we may be unable

to realize synergies from business combinations,

acquisitions, divestitures or other transactional activities;

• loss of significant trading and clearing volumes or values,

fees, market share, listed companies, market data

customers or other customers;

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

businesses;

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

including our ability to effectively manage the development

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

adequately address cybersecurity risks;

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

fluctuations, including inflation, tariffs, interest rate and

foreign currency risk inherent in U.S. and international

operations, and geopolitical instability;

• the performance and reliability of our technology and

technology of third parties on which we rely;

• any significant systems failures or errors in our

operational processes;

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

indebtedness; and

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

regulatory areas, or in the securities markets generally, or

increased regulatory oversight domestically or

internationally.

Most of these factors are difficult to predict accurately and

are generally beyond our control. You should consider the

uncertainty and any risk related to forward-looking

statements that we make. These risk factors are more fully

described in the “Risk Factors” section in our Form 10-K

filed with the SEC on February 12, 2026. You are cautioned

not to place undue reliance on these forward-looking

statements, which speak only as of the date of this report. You

should carefully read this entire Quarterly Report on Form

10-Q, including “Part I. Item 2. Management’s Discussion

and Analysis of Financial Condition and Results of

Operations” and the condensed consolidated financial

statements and the related notes. Except as required by the

federal securities laws, we undertake no obligation to update

any forward-looking statement, release publicly any revisions

to any forward-looking statements or report the occurrence

of unanticipated events. For any forward-looking statements

contained in any document, we claim the protection of the

safe harbor for forward-looking statements contained in the

Private Securities Litigation Reform Act of 1995.

PART I - FINANCIAL INFORMATION

Nasdaq, Inc.

Condensed Consolidated Balance Sheets

(in millions, except share and par value amounts)

	March 31, 2026		December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$515		$604
Restricted cash and cash equivalents	49		210
Default funds and margin deposits (including restricted cash and cash equivalents of $572 and $3,120, respectively)	2,253		5,842
Financial investments	184		28
Receivables, net	985		943
Other current assets	388		376
Total current assets	4,374		8,003
Property and equipment, net	739		728
Goodwill	14,307		14,371
Intangible assets, net	6,376		6,511
Operating lease assets	485		447
Other non-current assets	1,020		993
Total assets	$27,301		$31,053
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$245		$280
Accrued personnel costs	209		364
Deferred revenue	1,093		785
Other current liabilities	160		259
Default funds and margin deposits	2,253		5,842
Short-term debt	431		431
Total current liabilities	4,391		7,961
Long-term debt	8,526		8,573
Deferred tax liabilities, net	1,611		1,584
Operating lease liabilities	488		462
Other non-current liabilities	247		241
Total liabilities	15,263		18,821
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 589,846,052 at March 31, 2026 and 594,620,320 at December 31, 2025; shares outstanding: 564,750,026 at March 31, 2026 and 569,894,024 at December 31, 2025	6		6
Additional paid-in capital	4,627		5,122
Common stock in treasury, at cost: 25,096,026 shares at March 31, 2026 and 24,726,296 shares at December 31, 2025	(747)		(716)
Accumulated other comprehensive loss	(1,807)		(1,773)
Retained earnings	9,954		9,588
Total Nasdaq stockholders’ equity	12,033		12,227
Noncontrolling interests	5		5
Total equity	12,038		12,232
Total liabilities and equity	$27,301		$31,053

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 March 31,
	2026		2025
Revenues:
Capital Access Platforms	$565		$508
Financial Technology	517		432
Market Services	1,047		1,140
Other revenues	8		16
Total revenues	2,137		2,096
Transaction-based expenses:
Transaction rebates	(724)		(585)
Brokerage, clearance and exchange fees	(6)		(274)
Revenues less transaction-based expenses	1,407		1,237
Operating expenses:
Compensation and benefits	356		329
Professional and contract services	39		36
Technology and communication infrastructure	84		77
Occupancy	33		28
General, administrative and other	29		6
Marketing and advertising	20		14
Depreciation and amortization	165		156
Regulatory	9		15
Merger and strategic initiatives	4		24
Restructuring charges	11		5
Total operating expenses	750		690
Operating income	657		547
Interest income	6		11
Interest expense	(87)		(96)
Net gain on divestitures	89		—
Other losses	(14)		(1)
Net income from unconsolidated investees	26		27
Income before income taxes	677		488
Income tax provision	158		93
Net income	$519		$395
Per share information:
Basic earnings per share	$0.92		$0.69
Diluted earnings per share	$0.91		$0.68
Cash dividends declared per common share	$0.27		$0.24

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)

	Three Months Ended March 31,
	2026		2025
Net income	$519		$395
Other comprehensive income (loss):
Foreign currency translation gains (losses)	(20)		175
Income tax benefit (expense)(1)	(17)		30
Foreign currency translation, net	(37)		205
Unrealized gain (loss) on derivatives instruments, net	3		(2)
Total other comprehensive income (loss), net of tax	(34)		203
Comprehensive income	$485		$598

____________

(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 March 31,
	2026				2025
	Shares		$		Shares		$
Common stock	570		6		575		6
Additional paid-in capital
Beginning balance			5,122				5,530
Share repurchase program	(6)		(548)		(2)		(115)
Share-based compensation	1		38		2		35
Issuance of stock under employee stock plans	1		15		—		—
Ending balance			4,627				5,450
Common stock in treasury, at cost
Beginning balance			(716)				(647)
Employee shares withheld	(1)		(31)		(1)		(25)
Ending balance			(747)				(672)
Accumulated other comprehensive loss
Beginning balance			(1,773)				(2,099)
Other comprehensive income (loss)			(34)				203
Ending balance			(1,807)				(1,896)
Retained earnings
Beginning balance			9,588				8,401
Net income			519				395
Cash dividends declared and paid			(153)				(138)
Ending balance			9,954				8,658
Total Nasdaq stockholders’ equity			12,033				11,546
Noncontrolling interests
Beginning balance			5				9
Net activity related to noncontrolling interests			—				—
Ending balance			5				9
Total Equity	565		$12,038		574		$11,555

See accompanying notes to condensed consolidated financial statements.

Nasdaq, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in millions)

	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income	$519		$395
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	165		156
Share-based compensation	38		35
Deferred income tax expense	12		6
Net gain on divestitures	(89)		—
Net income from unconsolidated investees	(26

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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 leading technology platform that powers the

world’s economies. We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system. We

empower economic opportunity by designing and deploying

the technology, data, and advanced analytics that enable our

clients to capture opportunities, navigate risk, and strengthen

resilience.

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services.

First Quarter 2026 Highlights and Recent Developments

• Nasdaq extended its listing leadership with 7 of the top 10

largest operating company IPOs and a 71% win rate across

eligible U.S. operating companies, direct listings and

SPAC business combinations.

• Our Index business generated net inflows of $79 billion

over the last twelve months including $6 billion in the first

quarter. ETP AUM as of March 31, 2026 was $836 billion

and average ETP AUM in the first quarter reached a new

record at $877 billion. During the quarter, Nasdaq

launched 31 new products, including 11 in the institutional

annuity space and 12 international products.

• Financial Technology delivered 20% revenue growth and

18% ARR growth.

• Market Services generated record net revenues, driven by

record volumes and strong market share across U.S. cash

equities and equity derivatives.

Macroeconomic environment

Our business performance can be positively or negatively

impacted by a number of factors, including general economic

conditions, the accelerated pace of technological change, 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

quarter of 2026 compared with the same period in 2025 led to

an increase in our U.S. equities options and U.S. cash

equities revenues. Market factors also contributed to higher

valuations in Nasdaq Indices and higher overall volumes in

Index derivatives. To the extent that global or national

economic conditions weaken and result in slower growth or

recessions, our business may be negatively impacted.

Nasdaq’s Operating Results

The following table summarizes our financial performance

for the three months ended March 31, 2026 compared to the

same period in 2025. For a detailed discussion of our results

of operations, see “Segment Operating Results” below.

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions, except per share amounts)
Revenues less transaction-based expenses	$1,407		$1,237		13.8%
Operating expenses	750		690		8.8%
Operating income	$657		$547		20.1%
Net income	$519		$395		31.4%
Diluted earnings per share	$0.91		$0.68		33.3%
Cash dividends declared per common share	$0.27		$0.24		12.5%

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):

• In the chart above, Other 1Q25 includes $29 million.

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
	◦	Subscription contracts excluding non-recurring professional services.
▪	Other includes ARR related to our Solovis business divested in October 2025.

The following chart summarizes our quarterly annualized

SaaS revenues for March 31, 2026 and 2025 (in millions):

• In the chart above, Other 1Q25 includes $29 million.

SEGMENT OPERATING RESULTS

The following table presents our revenues by segment:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
Capital Access Platforms	$565		$508		11.4%
Financial Technology	517		432		19.7%
Market Services	1,047		1,140		(8.1)%
Other revenues	8		16		(50.6)%
Total revenues	$2,137		$2,096		2.0%
Transaction rebates	(724)		(585)		23.9%
Brokerage, clearance and exchange fees	(6)		(274)		(97.9)%
Total revenues less transaction-based expenses	$1,407		$1,237		13.8%

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.

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
Data & Listing Services	$214		$192		11.4%
Index	220		193		14.4%
Workflow & Insights	131		123		6.7%
Total Capital Access Platforms	$565		$508		11.4%

		As of March 31,
		2026		2025
ARR (in millions)		$1,366		$1,252

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

	Three Months Ended March 31,
IPOs	2026		2025
The Nasdaq Stock Market	63		63
Operating company	15		45
SPACs	48		18
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	—		4
Total new listings
The Nasdaq Stock Market	176		170
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	5		9
	As of December 31
Number of listed companies	2026		2025
The Nasdaq Stock Market	4,570		4,139
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	1,107		1,160
ARR (in millions)	$777		$701

In the tables above:

• The number of total listed companies on The Nasdaq Stock

Market for the three months ended March 31, 2026 and

2025 included 1,180 and 833 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 in the first

quarter of 2026 compared with the same period in 2025 due

to new data sales to new and existing clients, pricing and

usage, increased annual listings revenues due to new listings,

increased initial listing fees and the favorable impact from

changes in foreign currency rates, partially offset by the

impact of prior year delistings.

Index Revenues

The following table presents key drivers from our Index

business:

		As of or Three Months Ended March 31,
		2026		2025
Number of licensed ETPs		470		418
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance		$622		$519
Net appreciation		135		17
Net inflows		79		86
Ending balance		$836		$622
Quarterly average ETP AUM tracking Nasdaq indices (in billions)		$877		$662
ARR (in millions)		$85		$79

In the table above, TTM represents trailing twelve months.

Index revenues increased in the first quarter of 2026

compared with the same period in 2025 primarily due to

higher average AUM in exchange traded products linked to

Nasdaq indices.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow

& Insights business:

	As of or Three Months Ended March 31,
	2026		2025
	(in millions)
ARR	$504		$472
Quarterly annualized SaaS revenues	432		401

Workflow & Insights revenues increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to an increase in analytics revenues, largely driven by

eVestment and Nasdaq Data Link sales growth.

Financial Technology

The following table presents revenues from our Financial

Technology segment:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
Financial Crime Management Technology	$93		$77		21.0%
Regulatory Technology	118		101		16.4%
Capital Markets Technology	306		254		20.6%
Total Financial Technology	$517		$432		19.7%

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial

Crime Management Technology business:

		As of or Three Months Ended March 31,
		2026		2025
		(in millions)
ARR and Quarterly annualized SaaS revenues		$344		$295

Financial Crime Management Technology revenues

increased in the first quarter of 2026 compared with the same

period in 2025 primarily due to higher subscription revenues

from new and existing clients and higher professional

services fees.

Regulatory Technology Revenues

The following table presents key drivers for our Regulatory

Technology business:

		As of or Three Months Ended March 31,
		2026		2025
		(in millions)
ARR		$419		$362
Quarterly annualized SaaS revenues		252		197

Regulatory Technology revenues increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to increased subscription revenues from our AxiomSL

and Surveillance solutions driven by new sales and price

increases to existing clients, revenue from new clients and the

favorable impact from changes in foreign currency rates.

Capital Markets Technology Revenues

The following table presents key drivers for our Capital

Markets Technology business:

	As of or Three Months Ended March 31,
	2026		2025
	(in millions)
ARR	$1,059		$893
Quarterly annualized SaaS revenues	174		139

Capital Markets Technology revenues increased in the first

quarter of 2026 compared with the same period in 2025. The

increase was primarily due to higher revenues from data

center growth including a change in pricing structure, higher

Calypso upfront license revenues, increased subscription

revenues across the business and certain one-time fees,

partially offset by lower professional services revenues.

Market Services

The following table presents revenues from our Market

Services segment:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
Market Services	$1,047		$1,140		(8.1)%
Transaction-based expenses:
Transaction rebates	(724)		(585)		23.9%
Brokerage, clearance and exchange fees	(6)		(274)		(97.9)%
Total Market Services, net	$317		$281		12.8%

The following table presents net revenues by product from

our Market Services segment:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
U.S. Equity Derivative Trading	$120		$108		10.7%
Cash Equity Trading	138		121		14.8%
U.S. Tape plans	33		33		1.5%
Other	26		19		30.7%
Total Market Services, net	$317		$281		12.8%

In the table above, Other includes Nordic fixed income

trading & clearing, Nordic derivatives and Canadian cash

equities trading.

U.S. Equity Derivative Trading

The following table presents 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 March 31,				Percentage Change
	2026		2025
	(in millions)
U.S. Equity Derivative Trading Revenues	$432		$409		7.3%
Section 31 fees	—		32		(100.0)%
Transaction-based expenses:
Transaction rebates	(312)		(299)		6.4%
Section 31 fees	—		(32)		(100.0)%
Brokerage and clearance fees	—		(2)		(79.5)%
U.S. Equity Derivative Trading Revenues, net	$120		$108		10.7%

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 in the first quarter of 2026

compared with the same period in 2025 primarily due to a

decrease in the rate to zero 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 March 31,
	2026		2025
Total industry average daily volume (in millions)	62.6		53.6
Nasdaq PHLX matched market share	12.5%		9.1%
The Nasdaq Options Market matched market share	2.6%		5.1%
Nasdaq Texas Options matched market share	1.3%		1.7%
Nasdaq ISE Options matched market share	6.0%		6.8%
Nasdaq GEMX Options matched market share	3.4%		3.6%
Nasdaq MRX Options matched market share	4.3%		2.8%
Total matched market share executed on Nasdaq’s exchanges	30.1%		29.1%

U.S. equity derivative trading revenues and U.S. equity

derivative trading revenues, net increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to higher industry trading volumes and higher overall

U.S. matched market share executed on Nasdaq’s exchanges

partially offset by lower capture.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher industry trading volumes and higher

overall U.S. matched market share executed on Nasdaq’s

exchanges, partially offset by lower rebate capture rate.

Cash Equity Trading Revenues

The following table presents 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 March 31,				Percentage Change
	2026		2025
	(in millions)
Cash Equity Trading Revenues	$548		$407		34.5%
Section 31 fees	—		234		(100.0)%
Transaction-based expenses:
Transaction rebates	(404)		(280)		44.4%
Section 31 fees	—		(234)		(100.0)%
Brokerage and clearance fees	(6)		(6)		(20.3)%
Cash equity trading revenues, net	$138		$121		14.8%

See the discussion above for an explanation of Section 31

fees for the first quarter of 2026 compared with the same

period in 2025.

	Three Months Ended March 31,
Total U.S.-listed securities	2026		2025
Total industry average daily share volume (in billions)	20.0		15.7
Matched share volume (in billions)	183.7		137.6
The Nasdaq Stock Market matched market share	14.7%		14.2%
Nasdaq Texas matched market share	0.3%		0.3%
Nasdaq PSX matched market share	0.1%		0.1%
Total matched market share executed on Nasdaq’s exchanges	15.1%		14.6%
Market share reported to the FINRA/ Nasdaq Trade Reporting Facility	45.6%		48.1%
Total market share	60.7%		62.7%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	797,886		789,103
Total average daily value of shares traded (in billions)	$6.8		$5.4
Total market share executed on Nasdaq’s exchanges	74.3%		70.5%

Cash equity trading revenues and cash equity trading

revenues, net increased in the first quarter of 2026 compared

with the same period in 2025 primarily due to higher U.S.

and European industry trading volumes, and higher overall

U.S. matched market share executed on Nasdaq's exchanges.

Cash equity trading revenues, net also increased due to these

drivers but was partially offset by lower capture.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher industry trading volumes, higher

overall U.S. matched market share executed on Nasdaq’s

exchanges and higher rebate capture rate. 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 Texas, we credit a portion of the

per share execution charge to the market participant that

takes the liquidity.

U.S. Tape Plans

The following table presents revenues from our U.S. Tape

plans business:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
U.S. Tape plans	$33		$33		1.5%

U.S. Tape plans revenues remained relatively flat in the first

quarter of 2026 compared with the same period in 2025.

Other

Other includes Nordic fixed income trading and clearing,

Nordic derivatives and Canadian cash equities trading. The

following table presents revenues from our Other business:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
Other	$26		$19		30.7%

In the preceding table, Other is presented net of Canadian

cash equity transaction rebates of $8 million and $6 million

for the three months ended March 31, 2026 and 2025,

respectively.

Other revenues increased in the first quarter of 2026

compared with the same period in 2025 due to an increase in

Canadian cash equity revenues, Nordic fixed income

revenues and Nordic equity derivatives revenues.

Other Revenues

For the three months ended March 31, 2026 and 2025, Other

revenues related to our Nordic power futures business. For

the three months ended March 31, 2025, Other revenues also

included our Solovis business. See Note 4, “Divestitures,” to

the condensed consolidated financial statements for further

discussion.

EXPENSES

Operating Expenses

The following table presents our operating expenses:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
Compensation and benefits	$356		$329		8.4%
Professional and contract services	39		36		8.5%
Technology and communication infrastructure	84		77		8.0%
Occupancy	33		28		15.8%
General, administrative and other	29		6		458.3%
Marketing and advertising	20		14		42.2%
Depreciation and amortization	165		156		6.0%
Regulatory	9		15		(35.7)%
Merger and strategic initiatives	4		24		(84.7)%
Restructuring charges	11		5		103.4%
Total operating expenses	$750		$690		8.8%

The increase in compensation and benefits expense for the

first quarter of 2026 compared with the same period in 2025

was primarily driven by increased headcount and the

unfavorable impact from changes in foreign currency rates.

Headcount, including employees of non-wholly owned

consolidated subsidiaries, increased to 9,613 employees as of

March 31, 2026 from 9,377 employees as of March 31, 2025,

as we support revenue growth and innovation.

Professional and contract services expense increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher legal fee accruals.

Technology and communication infrastructure expense

increased in the first quarter of 2026 compared with the same

period in 2025 primarily due to increased investment in

technology, particularly our cloud initiatives and software

licensing.

Occupancy expense increased in the first quarter of 2026

compared with the same period in 2025 primarily due to

colocation data center expansion.

General, administrative and other expense increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to a gain on extinguishment of debt recorded in

the first quarter of 2025.

Marketing and advertising expense increased in the first

quarter of 2026 compared with the same period in 2025

primarily due to an increase in client marketing spend.

Depreciation and amortization expense increased in the first

quarter of 2026 compared with the same period in 2025 due

to increased depreciation of capitalized software projects.

Regulatory expense decreased in the first quarter of 2026

compared with the same period in 2025 primarily due to

lower CAT operating costs.

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 months ended

March 31, 2026, these costs included amounts associated

with various strategic initiative costs. For the three months

ended March 31, 2025, these costs included amounts

associated with the transfer of open positions in our Nordic

power derivatives trading and clearing business, Adenza

integration costs and other strategic initiative costs.

Restructuring charges increased in the first quarter of 2026

compared with the same period in 2025 primarily due to the

higher consulting and other services in relation to our Adenza

restructuring program. We initiated the program upon the

acquisition of Adenza and further expanded the program in

the fourth quarter of 2024 following the achievement of our

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

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

have incurred costs principally related to employee-related

costs, contract terminations, asset impairments and other

related costs and expect to incur additional costs in these

areas in an effort to accelerate efficiencies through location

strategy and enhanced AI capabilities. Actions taken as part

of this program were completed as of December 31, 2025,

while certain costs are being recognized in the first half of

2026. We have achieved benefits primarily in the form of

expense synergies with over $160 million net expense

synergies actioned through March 31, 2026. See Note 19,

“Restructuring Charges,” to the condensed consolidated

financial statements for further discussion.

Non-Operating Income and Expenses

The following table presents our non-operating income and

expenses:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
Interest income	$6		$11		(48.5)%
Interest expense	(87)		(96)		(10.1)%
Net interest expense	(81)		(85)		(5.1)%
Net gain on divestitures	89		—		100.0%
Other losses	(14)		(1)		NM
Net income from unconsolidated investees	26		27		(3.2)%
Total non-operating income (expense)	$20		$(59)		(134.2)%

---

NM Not meaningful

The following table presents our interest expense:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	(in millions)
Interest expense on debt	$84		$92		(10.0)%
Accretion of debt issuance costs and debt discount	2		3		(13.8)%
Other fees	1		1		(10.0)%
Interest expense	$87		$96		(10.1)%

Interest income decreased for the first quarter of 2026

compared with the same period in 2025 primarily due to a

lower average cash balance.

Interest expense decreased for the first quarter of 2026

compared with the same period in 2025 primarily due to

lower outstanding debt following the repayment of our 2025

Notes and the partial repurchases of several series of

outstanding senior unsecured notes in 2025.

Net gains on divestitures for the three months ended March

31, 2026 primarily relates to the divestiture of our Nordic

power futures business. See Note 4, “Divestitures,” to the

condensed consolidated financial statements for further

discussion of these transactions.

Other losses primarily represents realized and unrealized

gains and losses from strategic investments related to our

corporate venture program. See “Equity Securities,” of Note

6, “Investments,” to the condensed consolidated financial

statements for further discussion of these transactions.

Net income from unconsolidated investees primarily relates

to income recognized from our equity method investment in

OCC. See “Equity Method Investments,” of Note 6,

“Investments,” to the condensed consolidated financial

statements for further discussion.

Tax Matters

The following table presents our income tax provision and

effective tax rate:

	Three Months Ended March 31,				Percentage Change
	2026		2025
	($ in millions)
Income tax provision	$158		$93		69.6%
Effective tax rate	23.4%		19.1%

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

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 and non-GAAP diluted earnings per share, to assess

operating performance. We use non-GAAP net income 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 table presents reconciliations between U.S.

GAAP net income and diluted earnings per share and non-

GAAP net income and diluted earnings per share:

	Three Months Ended March 31,
	2026		2025
	(in millions, except per share amounts)
U.S. GAAP net income	$519		$395
Non-GAAP adjustments:
Amortization expense of acquired intangible assets	121		122
Merger and strategic initiatives expense	4		24
Restructuring charges	11		5
Gain on extinguishment of debt	—		(19)
Net gain on divestitures	(89)		—
Net income from unconsolidated investees	(26)		(27)
Legal and regulatory matters	6		2
Other loss	15		1
Total non-GAAP adjustments	$42		$108
Total non-GAAP tax adjustments	(12)		(28)
Other tax adjustments	—		(19)
Total non-GAAP adjustments, net of tax	$30		$61
Non-GAAP net income	$549		$456
U.S. GAAP effective tax rate	23.4%		19.1%
Total adjustments from non- GAAP tax rate	0.3%		4.4%
Non-GAAP effective tax rate	23.7%		23.5%
Weighted-average common shares outstanding for diluted earnings per share	571.7		580.0
U.S. GAAP diluted earnings per share	$0.91		$0.68
Total adjustments from non- GAAP net income	0.05		0.11
Non-GAAP diluted earnings per share	$0.96		$0.79

We believe that excluding the above items, described further

below, from the non-GAAP net income provides a more

meaningful analysis of Nasdaq’s ongoing operating

performance and comparisons in Nasdaq’s performance

between periods:

*•*Amortization expense of acquired intangible assets: We

amortize intangible assets acquired in connection with

various acquisitions. Intangible asset amortization expense

can vary from period to period due to episodic acquisitions

completed, rather than from our ongoing business

operations. As such, if intangible asset amortization is

included in performance measures, it is more difficult to

assess the day-to-day operating performance of the

businesses and the relative operating performance of the

businesses between periods.

*•*Merger and strategic initiatives expense: We have pursued

various strategic initiatives and completed acquisitions and

divestitures in recent years that have resulted in expenses

which would not have otherwise been incurred. The

frequency and the amount of such expenses vary

significantly based on the size, timing and complexity of

the transactions. These expenses primarily include

integration costs, as well as legal, due diligence and other

third-party transaction costs. For the three months ended

March 31, 2026, these costs included amounts associated

with various strategic initiative costs. For the three months

ended March 31, 2025, these costs included amounts

associated with the transfer of open positions in our Nordic

power derivatives trading and clearing business, Adenza

integration costs and other strategic initiative costs.

• 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 initiated the program upon the

acquisition of Adenza and further expanded the program in

the fourth quarter of 2024 following the achievement of

our initial targets. Actions taken as part of this program

were completed as of December 31, 2025, while certain

costs are being recognized in the first half of 2026. See

Note 19, “Restructuring Charges,” to the condensed

consolidated financial statements for further discussion of

this program.

*•*Gain on extinguishment of debt: For the three months

ended March 31, 2025, this included a gain on

extinguishment of debt, which is recorded under general,

administrative and other expense in the Condensed

Consolidated Statements of Income.

*•*Net gain on divestitures: For the three months ended

March 31, 2026, this primarily includes the recognition of

an incremental gain on the sale of our Nordic power

futures business, net of costs to sell. See Note 4,

“Divestitures,” to the condensed consolidated financial

statements for further discussion of this transaction.

*•*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.

• Legal and regulatory matters: For the three months ended

March 31, 2026 and 2025, this includes accruals relating to

certain legal matters, which are recorded in professional

and contract services in the Condensed Consolidated

Statements of Income.

• Other loss: For the three months ended March 31, 2026

and 2025, other items primarily include net gains and

losses from strategic investments entered into through our

corporate venture program, which are included in other

losses in our Condensed Consolidated Statements of

Income.

• Total non-GAAP tax adjustments: The non-GAAP

adjustment to the income tax provision for all periods

primarily includes the tax impact of each non-GAAP

adjustment.

• Other tax adjustments: For the three months ended March

31, 2025, other tax adjustments included the release of the

prior years' reserves following a favorable audit settlement.

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:

		March 31, 2026		December 31, 2025
		(in millions)
Working capital		$(17)		$42
Cash and cash equivalents		515		604
Financial investments		184		28

Working Capital

The decrease in working capital from December 31, 2025 to

March 31, 2026, excluding default funds and margin

deposits, which are both equal and offsetting, is primarily due

to a decrease in current assets and an increase in current

liabilities.

Decreased current assets were primarily due to:

• lower restricted cash primarily due to the movement of

regulatory capital to longer term investments classified as

financial investments,

• lower cash and cash equivalents; partially offset by

• an increase in financial investments at fair value,

• an increase in receivables, net due to timing of billings, and

• an increase in other current assets.

Increased current liabilities were primarily due to:

• Higher deferred revenue due to timing of billings,

primarily relating to our annual listing fees; partially offset

by

• a decrease in accrued personnel costs,

• a decrease in other current liabilities, and

• a decrease in accounts payable and accrued expenses.

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 March 31, 2026 and December 31,

2025, our cash and cash equivalents of $515 million were

primarily invested in money market funds, bank deposits,

European government debt securities, and municipal notes.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in

various foreign subsidiaries totaled $335 million as of March

31, 2026 and $280 million as of December 31, 2025. The

remaining balance held in the U.S. totaled $180 million as of

March 31, 2026 and $324 million as of December 31, 2025.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $49 million

as of March 31, 2026 and $210 million as of December 31,

2025, 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 decrease in this balance as of March 31,

2026 is primarily due to more regulatory capital being

invested in longer term investments, which are classified as

financial investments in the Condensed Consolidated Balance

Sheets as of March 31, 2026. Capital held for regulatory

purposes is invested based on prevailing market rates and our

investment strategy and may be held in shorter term

investments, which meet the criteria to be classified as cash

equivalents, and would then be included in restricted cash

and cash equivalents or longer term investments which would

be classified as financial investments in the Condensed

Consolidated Balance Sheets.

Cash Flow Analysis

The following table summarizes the changes in cash flows:

	Three Months Ended March 31,
	2026		2025
Net cash provided by (used in):	(in millions)
Operating activities	$689		$663
Investing activities	747		(258)
Financing activities	(4,184)		(1,083)

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, net gain on

divestitures 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 $26

million in the first quarter of 2026 compared with the same

period in 2025. The increase was primarily driven by an

increase in net income, partially offset by changes in working

capital, as discussed above, and a decrease in adjustments to

net income primarily driven by net gain on divestitures.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by (used in) investing activities increased

in the first quarter of 2026 compared with the same period in

2025. This was primarily driven by higher proceeds from net

sales and redemption of investments related to default funds

and margin deposits of $1,180 million, partially offset by

purchases of securities, net of $158 million, primarily due to

more regulatory capital being invested in longer term

investments, purchases of property and equipment of $11

million and other investing activities of $6 million primarily

related to our corporate venture program. The movement in

our default funds and margin deposits has no impact on

Nasdaq's cash, cash equivalents, restricted cash or restricted

cash equivalents as it is held on behalf of our customers.

Net Cash Used in Financing Activities

Net cash used in financing activities increased in the first

quarter of 2026 compared with the same period in 2025

primarily driven by an increase in default funds and margin

deposits of $2,918 million, which does not impact Nasdaq's

cash, cash equivalents, restricted cash or restricted cash

equivalents as it relates to customer funds, increases in

repurchases of common stock of $433 million and an

increase in dividends paid of $15 million. These increases

were partially offset by a decrease in repayment of debt of

$257 million.

See “Default Fund Contributions and Margin Deposits” of

Note 14, “Clearing Operations,” for further discussion of

these balances.

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 $184 million as of March

31, 2026 and $28 million as of December 31, 2025. Of these

securities, $168 million as of March 31, 2026 and $18

million as of December 31, 2025 are assets primarily utilized

to meet regulatory capital requirements, mainly for our

clearing operations at Nasdaq Clearing. See Restricted Cash

and Cash Equivalents above and 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 March 31,

2026, our required regulatory capital of $154 million was

primarily comprised of European government debt securities

that are included in financial investments in the Condensed

Consolidated Balance Sheets.

Broker-Dealer Net Capital Requirements

Our broker-dealer subsidiaries, Nasdaq Execution Services,

NFSTX, LLC, and Nasdaq Capital Markets Advisory, are

subject to regulatory requirements intended to ensure their

general financial soundness and liquidity. These requirements

obligate these subsidiaries to comply with minimum net

capital requirements. As of March 31, 2026, the combined

required minimum net capital totaled $1 million and the

combined excess capital totaled $20 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 March

31, 2026, our required regulatory capital of $46 million was

primarily invested in cash and cash equivalents, which is

included in restricted cash and cash equivalents in the

Condensed Consolidated Balance Sheets and European

government debt securities that are included in financial

investments 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 March 31, 2026, other required

regulatory capital of $14 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 and cash equivalents, 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, including our ASR agreement.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends

paid per common share on our outstanding common stock:

	2026		2025
First quarter	$0.27		$0.24

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 March 31, 2026 are as follows (in U.S. Dollar millions):

n U.S. Notes n Euro Notes

As of and for the three months ended March 31, 2026, the

weighted average interest rate on our debt obligations was

approximately 3.7%. This rate can fluctuate based on changes

in foreign currency exchange rates and changes in the amount

and duration of outstanding debt. See “Foreign Currency

Exchange Rate Risk” below for further discussion on

hedging associated with our Euro Notes. 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 $202 million as of March 31, 2026 and

$208 million as of December 31, 2025 in available liquidity,

none of which was utilized.

As of March 31, 2026, 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 had no significant changes to our contractual

obligations and contingent commitments from those

disclosed in “Part I. Item 7. Management’s Discussion and

Analysis of Financial Condition and Results of Operations”

in our Annual Report Form 10-K that was filed with the SEC

February 12, 2026.

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.

Market Risk

As a result of our operating, investing and financing

activities, we are exposed to market risks such as interest rate

risk and foreign currency exchange rate risk. We are also

exposed to credit risk as a result of our normal business

activities.

We have implemented policies and procedures to measure,

manage, monitor and report risk exposures, which are

reviewed regularly by management and the board of

directors. We identify risk exposures and monitor and

manage such risks on a daily basis.

We perform sensitivity analyses to determine the effects of

market risk exposures. We may use derivative instruments

solely to hedge financial risks related to our financial

positions or risks that are incurred during the normal course

of business. We do not use derivative instruments for

speculative purposes.

Interest Rate Risk

We are subject to the risk of fluctuating interest rates in the

normal course of business. Our exposure to market risk for

changes in interest rates relates primarily to our financial

investments and debt obligations, which are discussed below.

All of our outstanding debt obligations are fixed-rate

obligations. We may enter into transactions that expose us to

interest rate risk, for which we may utilize interest rate

derivatives agreements to manage that risk.

Financial Investments

As of March 31, 2026, our investment portfolio was

primarily comprised of highly rated European government

debt securities, which pay a fixed rate of interest. These

securities are subject to interest rate risk and the fair value of

these securities will decrease if market interest rates increase.

The impact of an immediate increase to market interest rates,

uniformly, by a hypothetical 100 basis points from levels as

of March 31, 2026, would not have a material impact on our

financial statements.

Debt Obligations

As of March 31, 2026, all of our outstanding debt obligations

are fixed-rate obligations. Interest rates on certain tranches of

notes are subject to adjustment to the extent our debt rating is

downgraded below investment grade, as further discussed in

Note 8, “Debt Obligations,” to the condensed consolidated

financial statements. While changes in interest rates will have

no impact on the interest we pay on fixed-rate obligations, we

are exposed to changes in interest rates as a result of the

borrowings under our 2022 Revolving Credit Facility, as this

facility has a variable interest rate. We may also be exposed

to changes in interest rates if there are amounts outstanding

from the sale of commercial paper under our commercial

paper program, which have variable interest rates. As of

March 31, 2026, there were no outstanding borrowings under

our 2022 Revolving Credit Facility or commercial paper

program.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk. Our

primary transactional exposure to foreign currency

denominated revenues less transaction-based expenses and

operating income for the three months ended March 31, 2026

is presented in the following table. The table below does not

include the offsetting impact of our hedging programs.

	Euro	Swedish Krona	Canadian Dollar	Other Foreign Currencies	U.S. Dollar
	(in millions, except currency rate)
Three Months Ended March 31, 2026
Average FX rate to the U.S. dollar	1.171	0.110	0.729	#	N/A
Percentage of revenues less transaction- based expenses	7.2%	3.7%	0.7%	3.9%	84.5%
Percentage of operating income	9.2%	(1.5)%	(5.5)%	(6.3)%	104.1%
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses	$(10)	$(5)	$(1)	$(5)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(6)	$(1)	$(4)	$(4)	$—

__________

#Represents multiple foreign currency rates.

N/ANot applicable.

The adverse impacts shown in the table above should be

viewed individually by currency and not in aggregate, due to

the correlation between changes in exchange rates for certain

currencies.

We may use foreign exchange contracts to hedge a portion of

our forecasted foreign currency denominated revenues and

expenses in the normal course of business. We hedge these

cash flow exposures to reduce the risk that our earnings and

cash flows will be adversely affected by changes in exchange

rates. These foreign exchange contracts are carried at fair

value, with maturities that can range up to 18 months. We

record changes in fair value of these cash flow hedges of

foreign currency denominated revenue and expenses in

accumulated other comprehensive loss in the Condensed

Consolidated Balance Sheets, until the forecasted transaction

occurs. 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 on the cash flow hedge to

revenue or operating expenses, as applicable. As of March

31, 2026, the fair value of our derivatives designated as cash

flow hedging instruments are not material.

Our investments in foreign subsidiaries are exposed to

volatility in currency exchange rates through translation of

the foreign subsidiaries’ net assets or equity to U.S. dollars.

Substantially all of our foreign subsidiaries operate in

functional currencies other than the U.S. dollar. The financial

statements of these subsidiaries are translated into U.S.

dollars for consolidated reporting using a current rate of

exchange, with net gains or losses recorded in accumulated

other comprehensive loss in the Condensed Consolidated

Balance Sheets.

Our primary exposure to net assets in foreign currencies as of

March 31, 2026 is presented in the following table:

		Net Assets		Impact of a 10% Adverse Currency Fluctuation
		(in millions)
Swedish Krona		$3,301		$(330)
Norwegian Krone		218		(22)
Canadian Dollar		140		(14)
Australian Dollar		89		(9)
British Pound		84		(8)

In the table above, Swedish Krona includes goodwill of

$2,419 million and intangible assets, net of $493 million.

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 accumulated other comprehensive loss in

the Condensed Consolidated Balance Sheets. See Note 8,

“Debt Obligations,” to the condensed consolidated financial

statements for further discussion. We enter into foreign

exchange contracts to hedge a portion of our net investment

in certain foreign subsidiaries. These foreign exchange

contracts are carried at fair value, with maturities ranging up

to eight years, and reported as either an asset or liability

depending on their position as of the balance sheet date, and

accumulated other comprehensive loss in the Condensed

Consolidated Balance Sheets. The accumulated gains and

losses associated with these instruments will remain in

accumulated other comprehensive loss until the foreign

subsidiaries are sold or substantially liquidated, at which

point they will be reclassified into earnings.

Credit Risk

Credit risk is the potential loss due to the default or

deterioration in credit quality of customers or counterparties.

We are exposed to credit risk from third parties, including

customers, counterparties and clearing agents. These parties

may default on their obligations to us due to bankruptcy, lack

of liquidity, operational failure or other reasons. We limit our

exposure to credit risk by evaluating the counterparties with

which we make investments and execute agreements. For our

investment portfolio, our objective is to invest in securities to

preserve principal while maximizing yields, without

significantly increasing risk. Credit risk associated with

investments is minimized substantially by ensuring that these

financial assets are placed with governments which have

investment grade ratings, well-capitalized financial

institutions and other creditworthy counterparties.

Our subsidiary, Nasdaq Execution Services, may be exposed

to credit risk due to the default of trading counterparties in

connection with the routing services it provides for our

trading customers. System trades in cash equities routed to

other market centers for members of our cash equity

exchanges are routed by Nasdaq Execution Services for

clearing to the NSCC. In this function, Nasdaq Execution

Services is to be neutral by the end of the trading day, but

may be exposed to intraday risk if a trade extends beyond the

trading day and into the next day, thereby leaving Nasdaq

Execution Services susceptible to counterparty risk in the

period between accepting the trade and routing it to the

clearinghouse. In this interim period, Nasdaq Execution

Services is not novating like a clearing broker but instead is

subject to the short-term risk of counterparty failure before

the clearinghouse enters the transaction. Once the

clearinghouse officially accepts the trade for novation,

Nasdaq Execution Services is legally removed from trade

execution risk. However, Nasdaq has membership

obligations to NSCC independent of Nasdaq Execution

Services’ arrangements.

Pursuant to the rules of the NSCC and Nasdaq Execution

Services’ clearing agreement, Nasdaq Execution Services is

liable for any losses incurred due to a counterparty or a

clearing agent’s failure to satisfy its contractual obligations,

either by making payment or delivering securities. Adverse

movements in the prices of securities that are subject to these

transactions can increase our credit risk. However, we believe

that the risk of material loss is limited, as Nasdaq Execution

Services’ customers are not permitted to trade on margin and

NSCC rules limit counterparty risk on self-cleared

transactions by establishing credit limits and capital deposit

requirements for all brokers that clear with NSCC.

Historically, Nasdaq Execution Services has never incurred a

liability due to a customer’s failure to satisfy its contractual

obligations as counterparty to a system trade. Credit

difficulties or insolvency, or the perceived possibility of

credit difficulties or insolvency, of one or more larger or

visible market participants could also result in market-wide

credit difficulties or other market disruptions.

We have credit risk related to transaction and subscription-

based revenues that are billed to customers on a monthly or

quarterly basis, in arrears. Our potential exposure to credit

losses on these transactions is represented by the receivable

balances in the Condensed Consolidated Balance Sheets. We

review and evaluate changes in the status of our

counterparties’ creditworthiness. Credit losses such as those

described above could adversely affect our consolidated

financial position and results of operations.

We also are exposed to credit risk through our clearing

operations with Nasdaq Clearing. See Note 14, “Clearing

Operations,” to the condensed consolidated financial

statements for further discussion. 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. As the clearinghouse

may remit to the members interest earned at prevailing

market rates, less a spread, this could include negative or

reduced yield due to market conditions. The following is a

summary of the risks associated with these deposits and how

these risks are mitigated.

*•*Credit Risk: When the clearinghouse has the ability to hold

cash collateral at a central bank, the clearinghouse utilizes

its access to the central bank system to minimize credit risk

exposures. When funds are not held at a central bank, we

seek to substantially mitigate credit risk by ensuring that

investments are primarily placed in large, highly rated

financial institutions, highly rated government debt

instruments and other creditworthy counterparties.

*•*Liquidity Risk: Liquidity risk is the risk a clearinghouse

may not be able to meet its payment obligations in the right

currency, in the right place and the right time. To mitigate

this risk, the clearinghouse monitors liquidity requirements

closely and maintains funds and assets in a manner which

minimizes the risk of loss or delay in the access by the

clearinghouse to such funds and assets. For example,

holding funds with a central bank where possible or

investing in highly liquid government debt instruments

serves to reduce liquidity risks.

*•*Interest Rate Risk: Interest rate risk is the risk that interest

rates rise causing the value of purchased securities to

decline. If we were required to sell securities prior to

maturity, and interest rates had risen, the sale of the

securities might be made at a loss relative to the latest

market price. Our clearinghouse seeks to manage this risk

by making short-term investments of members’ cash

deposits. In addition, the clearinghouse investment

guidelines allow for direct purchases or repurchase

agreements with short dated maturities of high quality

sovereign debt (for example, European government and

U.S. Treasury securities), central bank certificates and

multilateral development bank debt instruments.

*•*Security Issuer Risk: Security issuer risk is the risk that an

issuer of a security defaults on its payment when the

security matures. This risk is mitigated by limiting

allowable investments and collateral under reverse

repurchase agreements to high quality sovereign,

government agency or multilateral development bank debt

instruments.

Disclosure Controls and Procedures

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

Chief Executive Officer, and Executive Vice President and

Chief Financial Officer, has evaluated the effectiveness of

Nasdaq’s disclosure controls and procedures (as defined in

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

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

that evaluation, Nasdaq’s Chief Executive Officer and

Executive Vice President and Chief Financial Officer, have

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

disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

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

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

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

quarter ended March 31, 2026 that have materially affected,

or are reasonably likely to materially affect, Nasdaq’s

internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See “Legal and Regulatory Matters” of Note 17,

“Commitments, Contingencies and Guarantees,” to the

condensed consolidated financial statements for a description

of our legal proceedings, if any.

In addition to the other information set forth in this Quarterly

Report on Form 10-Q, you should carefully consider the

factors discussed under “Risk Factors” in our most recent

Form 10-K. These risks could materially and adversely affect

our business, financial condition and results of operations.

These risks and uncertainties are not the only ones facing us.

Additional risks and uncertainties not presently known to us

or that we currently believe to be immaterial may also

adversely affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of

Proceeds

Issuer Purchases of Equity Securities

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.

Purchases of Equity Securities by the Issuer and

Affiliated Purchasers

Under our board approved share repurchase program, we

may repurchase shares from time to time at prevailing market

prices in open market purchases, privately-negotiated

transactions, block purchases, an accelerated share

repurchase program or otherwise, as determined by our

management. As of March 31, 2026, the remaining aggregate

authorized amount under the existing share repurchase

program was $2.9 billion. The share repurchase program may

be suspended, modified or discontinued at any time, and has

no defined expiration date.

The table below represents repurchases made by or on behalf

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

during the fiscal quarter ended March 31, 2026:

Period		Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 2026
Share repurchase program		2,094,972		$90.78		2,094,972		$939
Employee transactions		—		$—		N/A		N/A
February 2026
Share repurchase program		3,914,850		$84.77		3,914,850		$2,910
Employee transactions		—		$—		N/A		N/A
March 2026
Share repurchase program		308,992		$83.02		308,992		$2,884
Employee transactions		—		$—		N/A		N/A
Total Quarter Ended March 31, 2026
Share repurchase program		6,318,814		$86.67		6,318,814		$2,884
Employee transactions		—		$—		N/A		N/A

In the table above:

• N/A - Not applicable.

• Employee transactions represents shares surrendered to us

to satisfy tax withholding obligations arising from the

vesting of restricted stock and PSUs previously issued to

employees.

• Shares listed under share repurchase program in the table

above primarily include repurchases under the ASR

agreement.

• See “Share Repurchase Program,” of Note 11, “Nasdaq

Stockholders’ Equity,” to the condensed consolidated

financial statements for further discussion of our share

repurchase program.

During the three months ended March 31, 2026, none of the

Company’s directors or officers adopted, terminated or

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

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

intended to satisfy the affirmative defense of Rule 10b5-1(c):

on March 12, 2026, Bryan Smith, Chief People Officer,

adopted a Rule 10b5-1 trading plan for the sale of up to 7,556

shares of our common stock subject to certain conditions and

which plan expires on June 11, 2027.

Exhibit Number
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (“Sarbanes-Oxley”).
31.2		Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.
32.1		Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.
101		The following materials from the Nasdaq, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025; (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2026 and 2025; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025; (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025; and (vi) notes to condensed consolidated financial statements.
104		Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

SIGNATURES

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

Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized, on April 24, 2026.

Nasdaq, Inc.
(Registrant)
By:	/s/ Adena T. Friedman
Name:	Adena T. Friedman
Title:	Chief Executive Officer
Date:	April 24, 2026
By:	/s/ Sarah Youngwood
Name:	Sarah Youngwood
Title:	Executive Vice President and Chief Financial Officer
Date:	April 24, 2026