Item 2. Management’s Discussion and Analysis of

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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 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.

Second Quarter 2026 Highlights and Recent

Developments

  • Nasdaq welcomed seven of the 10 largest operating

company IPOs on the U.S. exchanges, including SpaceX,

the largest IPO in history with $86 billion in offering

proceeds. Nasdaq set a quarterly record for total proceeds

raised, with 26 operating company IPOs joining the U.S.

listings franchise, raising over $105 billion in offering

proceeds. Nasdaq achieved a 74% win rate across eligible

U.S. operating companies, direct listings, and SPAC

business combinations.

  • Our Index business generated net inflows of $109 billion

over the last twelve months, including $51 billion in the

second quarter. Our end-of-period and average ETP AUM

reached new milestones, both exceeding $1.0 trillion for

the first time ever. During the quarter, Nasdaq launched 34

new products, including 11 in the institutional annuity

space and 17 international products.

  • Financial Technology delivered double-digit revenue

growth in each subdivision for the second consecutive

quarter. Financial Technology delivered 16% revenue

growth and 16% ARR growth. During the second quarter

of 2026, Nasdaq signed 58 new clients, 7 cross-sells, and

107 upsells.

  • Market Services delivered record quarterly net revenues

partially driven by record U.S. equity options volumes,

supported by record industry volumes. Nasdaq’s Closing

Cross achieved new records in notional value traded across

both the June Triple Witch and Russell reconstitution.

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 for the six

months ended June 30, 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, higher overall

volumes in Index derivatives and a strengthening IPO

environment. To the extent that global or national economic

conditions weaken and result in slower growth or recessions,

our business may be negatively impacted.

Nasdaq’s Operating Results

The following tables summarize our financial performance

for the three and six months ended June 30, 2026 compared

to the same periods in 2025. For a detailed discussion of our

results of operations, see “Segment Operating Results”

below.

Three Months Ended June 30,Percentage Change
20262025
(in millions, except per share amounts)
Revenues less transaction-based expenses$1,500$1,30614.9%
Operating expenses7887386.9%
Operating income$712$56825.2%
Net income attributable to Nasdaq$507$45212.2%
Diluted earnings per share$0.89$0.7814.5%
Cash dividends declared per common share$0.31$0.2714.8%
Six Months Ended June 30,Percentage Change
20262025
(in millions, except per share amounts)
Revenues less transaction-based expenses$2,908$2,54314.4%
Operating expenses1,5391,4287.8%
Operating income$1,369$1,11522.7%
Net income attributable to Nasdaq$1,026$84721.2%
Diluted earnings per share$1.80$1.4623.3%
Cash dividends declared per common share$0.58$0.5113.7%

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):

59

  • In the chart above, Other 2Q25 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, for 2Q25, includes ARR related to our Solovis business divested in October 2025.

The following chart summarizes our quarterly annualized

SaaS revenues for June 30, 2026 and 2025 (in millions):

1600

  • In the chart above, Other 2Q25 includes $29 million.

SEGMENT OPERATING RESULTS

The following tables present our revenues by segment:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Capital Access Platforms$621$52019.4%
Financial Technology53946416.3%
Market Services1,3721,10124.6%
Other revenues—16(100.0)%
Total revenues$2,532$2,10120.6%
Transaction rebates(712)(640)11.2%
Brokerage, clearance and exchange fees(320)(155)106.6%
Total revenues less transaction-based expenses$1,500$1,30614.9%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Capital Access Platforms$1,186$1,02815.5%
Financial Technology1,05789617.9%
Market Services2,4192,2408.0%
Other revenues832(75.6)%
Total revenues$4,670$4,19611.3%
Transaction rebates(1,436)(1,224)17.2%
Brokerage, clearance and exchange fees(326)(429)(23.9)%
Total revenues less transaction-based expenses$2,908$2,54314.4%

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

549755814158

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Data & Listing Services$217$1989.6%
Index27119638.4%
Workflow & Insights1331265.4%
Total Capital Access Platforms$621$52019.4%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Data & Listing Services$431$39110.5%
Index49138826.5%
Workflow & Insights2642496.0%
Total Capital Access Platforms$1,186$1,02815.5%
As of June 30,
20262025
ARR (in millions)$1,388$1,286

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

Three Months Ended June 30,
20262025
IPOs
The Nasdaq Stock Market6879
Operating company2638
SPACs4241
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic116
Total new listings
The Nasdaq Stock Market188194
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic156
Six Months Ended June 30,
IPOs20262025
The Nasdaq Stock Market131142
Operating company4183
SPACs9059
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1310
Total new listings
The Nasdaq Stock Market364364
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic2015
As of June 30,
Number of listed companies20262025
The Nasdaq Stock Market4,6594,238
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic1,1091,148
ARR (in millions)$791$726

In the tables above:

  • The number of total listed companies on The Nasdaq Stock

Market as of June 30, 2026 and 2025 included 1,243 and

914 ETPs, respectively.

  • IPOs, new listings (which includes IPOs) and total listed

companies for exchanges that comprise Nasdaq Nordic and

Nasdaq Baltic represent companies listed on the Nasdaq

Nordic and Nasdaq Baltic exchanges and companies listed

on the alternative markets of Nasdaq First North.

Data & Listing Services revenues increased for the three and

six months ended June 30, 2026, compared with the same

periods in 2025, primarily due to new data sales to new and

existing clients, pricing and usage, and increased revenue

from annual and initial listing fees due to new listings,

partially offset by the impact of prior year delistings and roll-

off of prior period amortization of initial listing fees. The

increase in the six months ended June 30, 2026 also included

a favorable impact from changes in foreign currency rates.

Index Revenues

The following table presents key drivers from our Index

business:

As of or Three Months Ended June 30,
20262025
Number of licensed ETPs481422
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance$745$569
Net inflows10988
Net appreciation26088
Ending balance$1,114$745
Quarterly average ETP AUM tracking Nasdaq indices (in billions)$1,014$663
ARR (in millions)$87$80

In the table above, TTM represents trailing twelve months.

Index revenues increased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

primarily due to higher average AUM in exchange traded

products linked to Nasdaq indices, higher volume based

revenues and a $6 million one-time revenue benefit, due to a

contract modification, recognized in the second quarter of

Workflow & Insights Revenues

The following table presents key drivers from our Workflow

& Insights business:

As of or Three Months Ended June 30,
20262025
(in millions)
ARR$510$480
Quarterly annualized SaaS revenues439410

Workflow & Insights revenues increased for the three and six

months ended June 30, 2026, compared with the same

periods in 2025, primarily due to an increase in analytics

revenues, largely driven by eVestment and Nasdaq Data Link

sales growth.

Financial Technology

The following tables present revenues from our Financial

Technology segment:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Financial Crime Management Technology$98$8121.6%
Regulatory Technology12010415.2%
Capital Markets Technology32127915.1%
Total Financial Technology$539$46416.3%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Financial Crime Management Technology$191$15721.3%
Regulatory Technology23820615.8%
Capital Markets Technology62853317.8%
Total Financial Technology$1,057$89617.9%

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial

Crime Management Technology business:

As of or Three Months Ended June 30,
20262025
(in millions)
ARR and Quarterly annualized SaaS revenues$359$308

Financial Crime Management Technology revenues

increased for the three and six months ended June 30, 2026,

compared with the same periods 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 June 30,
20262025
(in millions)
ARR$428$376
Quarterly annualized SaaS revenues258204

Regulatory Technology revenues increased for the three and

six months ended June 30, 2026, compared with the same

periods in 2025, primarily due to increased subscription

revenues from our AxiomSL and Surveillance solutions

primarily driven by price increases, 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 June 30,
20262025
(in millions)
ARR$1,083$932
Quarterly annualized SaaS revenues172147

Capital Markets Technology revenues increased for the three

and six months ended June 30, 2026 compared with the same

periods in 2025. The increase was primarily due to higher

revenues from data center expansion, including a change in

pricing structure, higher Calypso upfront license revenues

and increased subscription revenues across all businesses,

partially offset by lower professional services revenues. For

the six months ended June 30, 2026 the increase was also

driven by certain one-time fees.

Market Services

The following tables present revenues from our Market

Services segment:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Market Services$1,372$1,10124.6%
Transaction-based expenses:
Transaction rebates(712)(640)11.2%
Brokerage, clearance and exchange fees(320)(155)106.6%
Total Market Services, net$340$30611.2%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Market Services$2,419$2,2408.0%
Transaction-based expenses:
Transaction rebates(1,436)(1,224)17.2%
Brokerage, clearance and exchange fees(326)(429)(23.9)%
Total Market Services, net$657$58712.0%

The following tables present net revenues by product from

our Market Services segment:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
U.S. Equity Derivative Trading$123$1148.2%
Cash Equity Trading16013518.7%
U.S. Tape plans3337(10.7)%
Other242018.3%
Total Market Services, net$340$30611.2%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
U.S. Equity Derivative Trading$243$2229.4%
Cash Equity Trading29825516.8%
U.S. Tape plans6670(5.0)%
Other504024.5%
Total Market Services, net$657$58712.0%

In the tables above, Other includes Nordic fixed income

trading & clearing, Nordic derivatives and Canadian cash

equities trading.

U.S. Equity Derivative Trading

The following tables present total revenues, transaction-based

expenses, and total revenues less transaction-based expenses

as well as key drivers from our U.S. Equity Derivative

Trading business:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
U.S. Equity Derivative Trading Revenues$462$4268.5%
Section 31 fees3415129.2%
Transaction-based expenses:
Transaction rebates(338)(311)8.6%
Section 31 fees(34)(15)129.2%
Brokerage and clearance fees(1)(1)(11.1)%
U.S. Equity Derivative Trading Revenues, net$123$1148.2%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
U.S. Equity Derivative Trading Revenues$894$8347.2%
Section 31 fees3447(26.5)%
Transaction-based expenses:
Transaction rebates(650)(610)6.6%
Section 31 fees(34)(47)(26.5)%
Brokerage and clearance fees(1)(2)(53.4)%
U.S. Equity Derivative Trading Revenues, net$243$2229.4%

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 increased for the three months ended June 30,

2026, compared with the same period in 2025, primarily due

to a higher average SEC fee rate. The decrease in the six

months ended June 30, 2026, compared with the same period

in 2025, is primarily due to lower average SEC fee rates.

Since the amount recorded in revenues is equal to the amount

recorded as Section 31 fees, there is no impact on our net

revenues.

Three Months Ended June 30,
20262025
U.S. equity options
Total industry average daily volume (in millions)66.552.5
Nasdaq PHLX matched market share11.2%9.6%
The Nasdaq Options Market matched market share2.6%4.3%
Nasdaq Texas Options matched market share1.3%1.7%
Nasdaq ISE Options matched market share6.6%6.6%
Nasdaq GEMX Options matched market share3.4%4.4%
Nasdaq MRX Options matched market share4.0%2.8%
Total matched market share executed on Nasdaq’s exchanges29.1%29.4%
Six Months Ended June 30,
U.S. equity options20262025
Total industry average daily volume (in millions)64.653.0
Nasdaq PHLX matched market share11.8%9.4%
The Nasdaq Options Market matched market share2.6%4.7%
Nasdaq Texas Options matched market share1.3%1.7%
Nasdaq ISE Options matched market share6.4%6.7%
Nasdaq GEMX Options matched market share3.4%4.0%
Nasdaq MRX Options matched market share4.1%2.8%
Total matched market share executed on Nasdaq’s exchanges29.6%29.3%

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

derivative trading revenues, net increased for the three and

six months ended June 30, 2026, compared with the same

periods in 2025, primarily due to higher industry trading

volumes, partially offset by lower capture. The increase for

the six months ended June 30, 2026 was also driven by

higher overall U.S. 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 six months ended June 30, 2026, compared with the

same periods in 2025, primarily due to higher industry

trading volumes executed on Nasdaq’s exchanges, partially

offset by lower rebate capture rate.

Cash Equity Trading Revenues

The following tables present total revenues, transaction-based

expenses, and total revenues less transaction-based expenses

as well as key drivers and other metrics from our Cash Equity

Trading business:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Cash Equity Trading Revenues$531$46314.8%
Section 31 fees280133110.4%
Transaction-based expenses:
Transaction rebates(366)(322)13.8%
Section 31 fees(280)(133)110.4%
Brokerage and clearance fees(5)(6)(2.5)%
Cash equity trading revenues, net$160$13518.7%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Cash Equity Trading Revenues$1,079$87024.0%
Section 31 fees280367(23.7%)
Transaction-based expenses:
Transaction rebates(770)(602)28.0%
Section 31 fees(280)(367)(23.7%)
Brokerage and clearance fees(11)(13)(12.2%)
Cash equity trading revenues, net$298$25516.8%

See the discussion above for an explanation of Section 31

fees for the three and six months ended June 30, 2026

compared with the same periods in 2025.

Three Months Ended June 30,
20262025
Total U.S.-listed securities
Total industry average daily share volume (in billions)20.218.4
Matched share volume (in billions)184.5158.4
The Nasdaq Stock Market matched market share14.3%13.5%
Nasdaq Texas matched market share0.3%0.3%
Nasdaq PSX matched market share0.1%0.1%
Total matched market share executed on Nasdaq’s exchanges14.7%13.9%
Market share reported to the FINRA/ Nasdaq Trade Reporting Facility46.4%47.7%
Total market share61.1%61.6%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges747,410804,121
Total average daily value of shares traded (in billions)$6.2$5.7
Total market share executed on Nasdaq’s exchanges74.5%71.9%
Six Months Ended June 30,
Total U.S.-listed securities20262025
Total industry average daily share volume (in billions)20.117.1
Matched share volume (in billions)368.2295.5
The Nasdaq Stock Market matched market share14.5%13.8%
Nasdaq Texas matched market share0.3%0.3%
Nasdaq PSX matched market share0.1%0.1%
Total matched market share executed on Nasdaq’s exchanges14.9%14.2%
Market share reported to the FINRA/ Nasdaq Trade Reporting Facility46.0%47.9%
Total market share60.9%62.1%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges773,062796,426
Total average daily value of shares traded (in billions)$6.5$5.5
Total market share executed on Nasdaq’s exchanges74.4%71.2%

Cash equity trading revenues and cash equity trading

revenues, net increased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

primarily due to higher U.S. industry trading volumes, higher

U.S. and European matched market share executed on

Nasdaq's exchanges, and higher European trading volumes.

For the six months ended June 30, 2026, higher capture also

contributed to the increase in cash equity trading revenues as

compared to the prior period.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, increased for the

three and six months ended June 30, 2026, compared with the

same periods in 2025, primarily due to higher industry

trading volumes and higher U.S. matched market share

executed on Nasdaq’s exchanges. The increase for the six

months ended June 30, 2026 is also driven by a 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 tables present revenues from our U.S. Tape

plans business:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
U.S. Tape plans$33$37(10.7)%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
U.S. Tape plans$66$70(5.0)%

U.S. Tape plans revenues decreased for the three and six

months ended June 30, 2026, compared with the same

periods in 2025, primarily due to lower audit revenues as

compared to the three and six months ended June 30, 2025,

which included an industry-wide adjustment.

Other

Other includes Nordic fixed income trading and clearing,

Nordic derivatives and Canadian cash equities trading. The

following tables present revenues from our Other business:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Other$24$2018.3%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Other$50$4024.5%

In the preceding tables, Other is presented net of Canadian

cash equity transaction rebates of $7 million for both the

three months ended June 30, 2026 and 2025, and $16 million

and $13 million for the six months ended June 30, 2026 and

2025, respectively.

Other revenues increased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

primarily due to an increase in Nordic fixed income revenues.

The increase for the six months ended June 30, 2026,

compared with the same period in 2025, was also due to an

increase in Nordic equity derivatives revenues and Canadian

cash equity revenues.

Other Revenues

For the six months ended June 30, 2026, Other revenues

related to our Nordic power futures business. For the three

and six months ended June 30, 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 tables present our operating expenses:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Compensation and benefits$383$3528.8%
Professional and contract services423910.5%
Technology and communication infrastructure887911.6%
Occupancy353020.1%
General, administrative and other2323(1.9)%
Marketing and advertising241469.4%
Depreciation and amortization1651585.0%
Regulatory914(35.4)%
Merger and strategic initiatives520(76.5)%
Restructuring charges14948.0%
Total operating expenses$788$7386.9%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Compensation and benefits$739$6818.6%
Professional and contract services82759.5%
Technology and communication infrastructure1711569.8%
Occupancy685818.0%
General, administrative and other522979.7%
Marketing and advertising442855.5%
Depreciation and amortization3313135.5%
Regulatory1929(35.5)%
Merger and strategic initiatives944(80.9)%
Restructuring charges241568.6%
Total operating expenses$1,539$1,4287.8%

The increase in compensation and benefits expense for the

three and six months ended June 30, 2026, compared with the

same periods in 2025, was primarily driven by increased

headcount and higher incentive compensation driven by our

performance.

Headcount, including employees of non-wholly owned

consolidated subsidiaries, increased to 9,630 employees as of

June 30, 2026 from 9,492 employees as of June 30, 2025, as

we support revenue growth and innovation.

Professional and contract services expense increased for the

three and six months ended June 30, 2026, compared with the

same periods in 2025, primarily due to higher legal fee

accruals.

Technology and communication infrastructure expense

increased for the three and six months ended June 30, 2026,

compared with the same periods in 2025, primarily due to

increased investment in technology, particularly our cloud

initiatives and software licensing.

Occupancy expense increased for the three and six months

ended June 30, 2026, compared with the same periods in

2025, primarily due to colocation data center expansion.

General, administrative and other expense remained

relatively flat for the three months ended June 30, 2026,

compared with the same period in 2025. The increase for the

six months ended June 30, 2026 compared with the same

period in 2025 was primarily due to a gain on extinguishment

of debt recorded in the first quarter of 2025.

Marketing and advertising expense increased for the three

and six months ended June 30, 2026, compared with the

same periods in 2025, primarily due to a strengthening IPO

environment.

Depreciation and amortization expense increased for the

three and six months ended June 30, 2026, compared with the

same periods in 2025, due to increased depreciation of

capitalized software projects.

Regulatory expense decreased for the three and six months

ended June 30, 2026, compared with the same periods 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 and six months

ended June 30, 2026, these costs included amounts associated

with various strategic initiative costs. For the three and six

months ended June 30, 2025, these costs primarily included

amounts associated with the transfer of open positions in our

Nordic power futures business, Adenza integration costs and

other strategic initiative costs.

Restructuring charges increased for the three and six months

of June 30, 2026, compared with the same periods in 2025,

primarily due to the higher consulting and other services,

partially offset by lower employee-related costs in relation to

our Adenza restructuring program. See Note 19,

“Restructuring Charges,” to the condensed consolidated

financial statements for further discussion.

Non-Operating Income and Expenses

The following tables present our non-operating income and

expenses:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Interest income$8$12(37.7)%
Interest expense(86)(95)(9.4)%
Net interest expense(78)(83)(5.2)%
Net gain on divestitures—39(100.0)%
Other income (losses)(2)1(174.6)%
Net income from unconsolidated investees2123(6.1)%
Total non-operating expense$(59)$(20)191.6%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Interest income$13$24(42.8)%
Interest expense(172)(192)(9.7)%
Net interest expense(159)(168)(5.1)%
Net gain on divestitures8939127.7%
Other income (losses)(15)—N/M
Net income from unconsolidated investees4750(4.5)%
Total non-operating expense$(38)$(79)(51.5)%

N/M Not meaningful

The following tables present our interest expense:

Three Months Ended June 30,Percentage Change
20262025
(in millions)
Interest expense on debt$83$92(9.5)%
Accretion of debt issuance costs and debt discount22(6.1)%
Other fees11(2.7)%
Interest expense$86$95(9.4)%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Interest expense on debt$166$185(9.7)%
Accretion of debt issuance costs and debt discount56(10.0)%
Other fees11(6.8)%
Interest expense$172$192(9.7)%

Interest income decreased for the three and six months ended

June 30, 2026, compared with the same periods in 2025,

primarily due to a lower average cash balance.

Interest expense decreased for the three and six months ended

June 30, 2026, compared with the same periods 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 six months ended June 30,

2026 primarily relates to the divestiture of our Nordic power

futures business, net of costs to sell. Net gains on divestitures

for the three and six months ended June 30, 2025 relates to

the divestitures of our Nordic power futures business and our

Nasdaq Risk Modelling for Catastrophes business, net of

costs to sell. See Note 4, “Divestitures,” to the condensed

consolidated financial statements for further discussion of

these transactions.

Other income (losses) primarily represents realized and

unrealized gains and losses from strategic investments related

to our corporate venture program. For the three and six

months ended June 30, 2026, this also includes the

impairment of intangible assets related to customer

relationships and licenses associated with the wind-down of

our Nordic power futures business. See “Acquired Intangible

Assets,” of Note 5, “Goodwill and Acquired Intangible

Assets,” and “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 tables present our income tax provision and

effective tax rate:

Three Months Ended June 30,Percentage Change
20262025
($ in millions)
Income tax provision$146$9651.6%
Effective tax rate22.4%17.5%
Six Months Ended June 30,Percentage Change
20262025
(in millions)
Income tax provision$305$19060.4%
Effective tax rate22.9%18.3%

For further discussion of our tax matters, see Note 16,

“Income Taxes,” to the condensed consolidated financial

statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance

with U.S. GAAP, we also provide non-GAAP net income

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 tables present 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 June 30,
20262025
(in millions, except per share amounts)
U.S. GAAP net income$507$452
Non-GAAP adjustments:
Amortization expense of acquired intangible assets121122
Merger and strategic initiatives expense520
Restructuring charges149
Net gain on divestitures—(39)
Net income from unconsolidated investees(21)(23)
Legal and regulatory matters61
Other loss61
Total non-GAAP adjustments$131$91
Non-GAAP tax adjustments(33)(24)
Other tax adjustments—(27)
Total non-GAAP adjustments, net of tax$98$40
Non-GAAP net income$605$492
U.S. GAAP effective tax rate22.4%17.5%
Total adjustments from non- GAAP tax rate0.4%5.5%
Non-GAAP effective tax rate22.8%23.0%
Weighted-average common shares outstanding for diluted earnings per share567.8579.0
U.S. GAAP diluted earnings per share$0.89$0.78
Total adjustments from non- GAAP net income0.180.07
Non-GAAP diluted earnings per share$1.07$0.85
Six Months Ended June 30,
20262025
(in millions, except per share amounts)
U.S. GAAP net income$1,026$847
Non-GAAP adjustments:
Amortization expense of acquired intangible assets243243
Merger and strategic initiatives expense944
Restructuring charges2415
Gain on extinguishment of debt—(19)
Net gain on divestitures(89)(39)
Net income from unconsolidated investees(47)(50)
Legal and regulatory matters124
Other loss201
Total non-GAAP adjustments$172$199
Non-GAAP tax adjustments(44)(52)
Other tax adjustments—(45)
Total non-GAAP adjustments, net of tax$128$102
Non-GAAP net income$1,154$949
U.S. GAAP effective tax rate22.9%18.3%
Total adjustments from non- GAAP tax rate0.3%4.9%
Non-GAAP effective tax rate23.2%23.2%
Weighted-average common shares outstanding for diluted earnings per share569.7579.5
U.S. GAAP diluted earnings per share$1.80$1.46
Total adjustments from non- GAAP net income0.230.18
Non-GAAP diluted earnings per share$2.03$1.64

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 and six months

ended June 30, 2026, these costs included amounts

associated with various strategic initiative costs. For the

three and six months ended June 30, 2025, these costs

primarily included amounts associated with the transfer of

open positions in our Nordic power futures business,

Adenza integration costs and other strategic initiative costs.

  • Restructuring charges: See Note 19, “Restructuring

Charges,” to the condensed consolidated financial

statements for further discussion of this program.

*•*Gain on extinguishment of debt: This gain is recorded in

general, administrative and other expense in the Condensed

Consolidated Statements of Income.

*•*Net gain on divestitures: For the six months ended June 30,

2026, this primarily includes the recognition of an

incremental gain on the sale of our Nordic power futures

business, net of costs to sell. For the three and six months

ended June 30, 2025, this includes gains on divestitures of

our Nordic power futures business and our Nasdaq Risk

Modelling for Catastrophes business, net of costs to sell.

See Note 4, “Divestitures,” to the condensed consolidated

financial statements for further discussion of these

transactions.

*•*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 and six months

ended June 30, 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 and six months ended June 30,

2026 and 2025, other items primarily include net gains and

losses from strategic investments entered into through our

corporate venture program. For the three and six months

ended June 30, 2026, this also includes intangible assets

impairments of customer relationships and licenses relating

to the wind-down of our Nordic power futures business.

The net effect of these items is included in other income

(losses) in our Condensed Consolidated Statements of

Income. See “Acquired Intangible Assets,” of Note 5,

“Goodwill and Acquired Intangible Assets,” and “Equity

Securities,” of Note 6, “Investments,” to the condensed

consolidated financial statements for further discussion of

these transactions.

  • 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 and six months ended

June 30, 2025, other tax adjustments reflect a tax benefit

related to payments made to certain former Adenza

employees. For the six months ended June 30, 2025, this

also reflects the release of 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:

June 30, 2026December 31, 2025
(in millions)
Working capital$28$42
Cash and cash equivalents520604
Financial investments19828

Working Capital

The decrease in working capital from December 31, 2025 to

June 30, 2026, excluding default funds and margin deposits,

as the corresponding assets and liabilities are both equal and

offsetting, is primarily due to an increase in current liabilities

partially offset by an increase in current assets.

Increased current liabilities were primarily due to:

  • increased Section 31 fees payable due to an increase in the

Section 31 fee rate and timing of payment, and

  • higher deferred revenue due to timing of billings, primarily

relating to our annual listing fees; partially offset by

  • a decrease in short-term debt, see “Debt obligations” below

for further discussion,

  • a decrease in accrued personnel costs,

  • a decrease in other current liabilities, and

  • a decrease in accounts payable and accrued expenses.

Increased current assets were primarily due to:

  • higher receivables, net primarily due to an increase in

Section 31 fee rate and due to timing of billings, and

  • an increase in financial investments at fair value, partially

offset by

  • lower restricted cash primarily due to the movement of

regulatory capital to longer-term investments classified as

financial investments,

  • lower other current assets, and

  • lower cash and 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 June 30, 2026 and December 31,

2025, our cash and cash equivalents of $520 million and

$604 million, respectively, were primarily invested in money

market funds and bank deposits.

Repatriation of Cash

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

various foreign subsidiaries totaled $199 million as of June

30, 2026 and $280 million as of December 31, 2025. The

remaining balance held in the U.S. totaled $321 million as of

June 30, 2026 and $324 million as of December 31, 2025.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $26 million

as of June 30, 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 June 30,

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 June 30, 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:

Six Months Ended June 30,
20262025
Net cash provided by (used in):(in millions)
Operating activities$1,400$1,409
Investing activities301(317)
Financing activities(4,767)(2,545)

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 decreased $9

million for the six months ended June 30, 2026 compared

with the same period in 2025. The decrease was primarily

driven by changes in working capital, as discussed above and

an increase in net gain on divestitures, partially offset by

higher net income and an increase in other adjustments to net

income.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by (used in) investing activities increased

for the six months ended June 30, 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 $915 million,

which does not impact Nasdaq's cash, cash equivalents,

restricted cash or restricted cash equivalents as it relates to

customer funds. The increase is also driven by higher

proceeds from divestitures, net of cash divested of $37

million, partially offset by an increase in purchases of

securities of $299 million, primarily due to more regulatory

capital being invested in longer-term investments and

purchases of property and equipment of $29 million.

Net Cash Used in Financing Activities

Net cash used in financing activities increased for the six

months ended June 30, 2026 compared with the same period

in 2025 primarily driven by higher outflows of cash from the

default funds and margin deposits of $1,997 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 $688

million and an increase in dividends paid of $34 million.

These increases were partially offset by issuance of

commercial paper, net of $269 million and a decrease in

repayment of debt of $226 million.

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

consolidated financial statements for further discussion of our

debt obligations.

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 $198 million as of June 30,

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

securities, $163 million as of June 30, 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 June 30,

2026, our required regulatory capital of $131 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 June 30, 2026, the combined

required minimum net capital totaled $1 million and the

combined excess capital totaled $18 million, substantially all

of which is held in cash and cash equivalents in the

Condensed Consolidated Balance Sheets. The required

minimum net capital is included in restricted cash and cash

equivalents in the Condensed Consolidated Balance Sheets.

Nordic and Baltic Exchange Regulatory Capital

Requirements

The entities that operate trading venues in the Nordic and

Baltic countries are each subject to local regulations and are

required to maintain regulatory capital intended to ensure

their general financial soundness and liquidity. As of June 30,

2026, our required regulatory capital of $41 million 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.

Other Capital Requirements

We operate several other businesses which are subject to

local regulation and are required to maintain certain levels of

regulatory capital. As of June 30, 2026, 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 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 agreements.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends

paid per common share on our outstanding common stock:

20262025
First quarter$0.27$0.24
Second quarter0.310.27
Total$0.58$0.51

See “Cash Dividends on Common Stock,” of Note 11,

“Nasdaq Stockholders’ Equity,” to the condensed

consolidated financial statements for further discussion of the

dividends.

Debt Obligations

Our outstanding debt obligations, by contractual maturity, at June 30, 2026 are as follows (in U.S. Dollar millions):

n U.S. Notes n Euro Notes

10652

As of and for the six months ended June 30, 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 June 2026,

Nasdaq amended and restated our existing $1.25 billion five-

year revolving credit facility, with a new maturity date of

June 30, 2031, and increased the borrowing capacity to

$1.50 billion. In addition to the 2026 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.

As of June 30, 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 on Form 10-K that was filed with the

SEC on 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.

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