Item 3. Quantitative And Qualitative Disclosures About

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.

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 June 30, 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 June 30, 2026, would not have a material impact on our

financial statements.

Debt Obligations

As of June 30, 2026, the majority 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 2026 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 June 30, 2026, we have $269 million

outstanding under our commercial paper program. A

hypothetical 100 basis points increase in interest rates on our

outstanding commercial paper would not have a material

impact on our financial statements.

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 and six months ended June 30,

2026 is presented in the following tables. The tables below

do 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 June 30, 2026
Average FX rate to the U.S. dollar	1.162	0.107	0.722	#	N/A
Percentage of revenues less transaction- based expenses	8.3%	3.3%	0.7%	3.1%	84.6%
Percentage of operating income	12.3%	(2.4)%	(5.4)%	(7.8)%	103.3%
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses	$(12)	$(5)	$(1)	$(5)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(9)	$(2)	$(4)	$(6)	$—

	Euro	Swedish Krona	Canadian Dollar	Other Foreign Currencies	U.S. Dollar
	(in millions, except currency rate)
Six Months Ended June 30, 2026
Average FX rate to the U.S. dollar	1.167	0.108	0.726	#	N/A
Percentage of revenues less transaction- based expenses	7.7%	3.5%	0.7%	3.5%	84.6%
Percentage of operating income	10.9%	(2.0)%	(5.5)%	(7.1)%	103.7%
Impact of a 10% adverse currency fluctuation on revenues less transaction- based expenses	$(22)	$(10)	$(2)	$(10)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(15)	$(3)	$(8)	$(10)	$—

__________

#Represents multiple foreign currency rates.

N/ANot applicable.

The adverse impacts shown in the preceding tables 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 June 30,

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

June 30, 2026 is presented in the following table:

		Net Assets		Impact of a 10% Adverse Currency Fluctuation
		(in millions)
Swedish Krona		$3,146		$(315)
Canadian Dollar		146		(15)
Norwegian Krone		102		(10)
Australian Dollar		91		(9)
British Pound		78		(8)

In the table above, Swedish Krona includes goodwill of

$2,362 million and intangible assets, net of $477 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 remaining 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.