NASDAQ, INC.

(Unaudited)

1. ORGANIZATION AND NATURE OF OPERATIONS

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

advanced technology, data, and intelligence solutions that

enable our clients to capture opportunities, navigate risk, and

strengthen resilience.

Our organizational structure aligns our businesses with the

foundational shifts that are driving the evolution of the global

financial system. We manage, operate and provide our

products and services inthree business segments: Capital

Access Platforms, Financial Technology and Market

Services.

Capital Access Platforms

The Capital Access Platforms segment comprises our Data &

Listing Services, Index and Workflow & Insights businesses.

Our Data business distributes historical and real-time market

data to sell-side customers, the institutional investing

community, retail online brokers, proprietary trading firms

and other venues, as well as various client portals and data

distributors. Our data products can enhance the transparency

of market activity within our exchanges and provide critical

information to professional and non-professional investors

globally.

Our Listing Services business operates listing platforms in

the U.S. and Europe and provides multiple global capital

raising solutions for public companies. Our main listing

markets are The Nasdaq Stock Market and the Nasdaq

Nordic and Nasdaq Baltic exchanges. Through Nasdaq First

North, our Nordic and Baltic operations also offer alternative

marketplaces for smaller companies and growth companies.

As of September 30, 2026, a total of 5,829 companies listed

securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and

Nasdaq First North exchanges. As of September 30, 2026,

there were 4,726 total listings on The Nasdaq Stock Market,

including 1,292 ETPs. The Nasdaq combined market

capitalization in the U.S. was approximately$47.1 trillion. In

Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,

together with Nasdaq First North, were home to 1,103 listed

companies with a combined market capitalization of

approximately$2.4 trillion.

Our Index business develops and licenses Nasdaq-branded

indices and financial products. We also license cash-settled

futures, options and options on futures on our indices. As of

September 30, 2026,487 ETPs listed on 28 exchanges in

over 20 countries tracked a Nasdaq index and accounted for

$1.2 trillion in AUM.

Workflow & Insights includes our analytics and corporate

solutions businesses. Our analytics business provides hedge

funds, asset managers, investment consultants and

institutional asset owners with information and analytics to

make data-driven investment decisions, deploy their

resources more productively, and provide liquidity solutions

for private funds. Through our eVestment solution, we

provide a suite of cloud-based solutions that help institutional

investors and consultants conduct pre-investment due

diligence, and monitor their portfolios post-investment. The

eVestment platform also enables asset managers to efficiently

distribute information about their firms and funds to asset

owners and consultants worldwide. The Nasdaq Fund

Network and Nasdaq Data Link are additional platforms in

our suite of investment data analytics offerings and data

management tools. In October 2025, we sold our Solovis

business, a financial technology platform offering portfolio

monitoring and analytics tools. In September 2026, we

acquired Dasseti, Inc., an AI-powered due diligence platform

used by institutional asset allocators and managers across

public and private markets. This business will be integrated

into our analytics business within Workflow & Insights. In

September 2026, we also completed the sale of Nasdaq Fund

Secondaries, a liquidity solution for private fund interests.

Our corporate solutions business serves both public and

private companies and organizations through our Investor

Relations Intelligence and Governance Solutions products.

Our public company clients can be companies listed on our

exchanges or other U.S. and global exchanges. Our private

company clients include a diverse group of organizations

ranging from family-owned companies, government

organizations, law firms, privately held entities, and various

non-profit organizations to hospitals and healthcare systems.

We help organizations enhance their ability to understand and

expand their global shareholder base and improve corporate

governance.

In August 2026, we completed the sale of Nasdaq Metrio's

platform and customer contracts to a third party and also

commencedan orderly wind-down of our sustainability

advisory business. We expect this wind-down to continue

through 2027.

Financial Technology

The Financial Technology segment comprises our Financial

Crime Management Technology, Regulatory Technology and

Capital Markets Technology businesses.

Financial Crime Management Technology includes our

Nasdaq Verafin solution, a cloud-based platform leveraging

consortium data and AI to help more than 2,800 financial

institutions detect, investigate, and report money laundering

and financial fraud.

Regulatory Technology comprises our AxiomSL and

surveillance solutions. AxiomSL is a global leader in risk

data management and regulatory reporting solutions for the

financial industry, including banks, broker dealers and asset

managers. Its unique enterprise data management platform

delivers data lineage, risk aggregation, analytics, workflow

automation, reconciliation, validation and audit functionality,

as wellas disclosures. AxiomSL’s platform supports

compliance across a wide range of global and local

regulations. Our surveillance solutions are designed for

banks, brokers and other market participants to assist them in

complying with market abuse and integrity rules and

regulations. In addition, we provide regulators and exchanges

with a platform for surveillance.

Capital Markets Technology includes our market technology,

trade management services and Calypso solutions. Our

market technology business is a leading global technology

solutions provider and partner to exchanges, clearing

organizations, central securities depositories, regulators,

banks, brokers, buy-side firms and corporate businesses. Our

market technology solutions are utilized by leading markets

in North America, Europe and Asia as well as emerging

markets in the Middle East, Latin America, and Africa. Our

trade management services provide market participants with

a wide variety of alternatives for connecting to and accessing

our markets for a fee. Our marketplaces may be accessed

through different protocols used for quoting, order entry,

trade reporting and connectivity to various data feeds. We

also provide colocation services to market participants,

whereby we offer firms cabinet space and power to house

their own equipment and servers within our data centers.

Additionally, we offer a number of wireless connectivity

offerings between select data centers using millimeter wave

and microwave technology. Calypso is a leading platform

providing cross-asset, front-to-back trading, treasury, risk and

collateral management solutions. The Calypso solution

provides customers with a single platform designed from the

outset to enable consolidation, innovation and growth.

Market Services

Our Market Services segment includes revenues from equity

derivatives trading, cash equity trading, Nordic fixed income

trading & clearing and U.S. Tape plans data. We operate 18

exchanges across several asset classes, including derivatives,

cash equity, debt, structured products and ETPs. In addition,

in certain countries where we operate exchanges, we also

provide clearing, settlement and central depository services.

In the first quarter of 2026, we completed the transfer of

existing open positions in our Nordic power futures business

to a European exchange. See Note 4,“Acquisitions and

Divestitures,” for further discussion. Revenues from this

business are reflected in Other revenues in the Condensed

Consolidated Statements of Income for all periods presented,

and in our Corporate segment for our segment disclosures.

Our transaction-based platforms provide market participants

with the ability to access, process, display and integrate

orders and quotes. The platforms allow the routing and

execution of buy and sell orders as well as the reporting of

transactions, providing fee-based revenues.

In the third quarter of 2026, we formed Digital Liquidity

Networks, a new organization under our Market Services

segment focused on advancing the company’s leadership in

digital assets and market modernization.

2. BASIS OF PRESENTATION AND PRINCIPLES OF

CONSOLIDATION

The condensed consolidated financial statements are prepared

in accordance with U.S. GAAP and include the accounts of

Nasdaq, its wholly-owned subsidiaries and other entities in

which Nasdaq has a controlling financial interest. When we

do not have a controlling interest in an entity, but exercise

significant influence over the entity’s operating and financial

policies, such investment is accounted for under the equity

method of accounting. We primarily recognize our share of

earnings or losses of an equity method investee based on our

ownership percentage. See“Equity Investments,” of Note 6,

“Investments,” for further discussion of our equity method

investments.

The accompanying condensed consolidated financial

statements reflect all adjustments which are, in the opinion of

management, necessary for a fair statement of the results.

These adjustments are of a normal recurring nature. All

significant intercompany accounts and transactions have been

eliminated in consolidation.

As permitted under U.S. GAAP, certain footnotes or other

financial information can be condensed or omitted in the

interim condensed consolidated financial statements. The

information included in this Quarterly Report on Form 10-Q

should be read in conjunction with the consolidated financial

statements and accompanying notes included in Nasdaq’s

Form 10-K. The year-end balance sheet data was derived

from the audited financial statements, but does not include all

disclosures required by U.S. GAAP.

Certain prior year amounts have been reclassified to conform

to the current year presentation.

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

Accounting Estimates

In preparing our condensed consolidated financial statements,

we make assumptions, judgments and estimates that can have

a significant impact on our revenues, operating income and

net income, as well as on the value of certain assets and

liabilities in our Condensed Consolidated Balance Sheets. At

least quarterly, we evaluate our assumptions, judgments and

estimates, and make changes as deemed necessary.

Subsequent Events

We have evaluated subsequent events through the issuance

date of this Quarterly Report on Form 10-Q. See Note 4,

“Acquisitions and Divestitures,” and Note 11, “Nasdaq

Stockholders’ Equity,” for a discussion of subsequent events.

Accounting Pronouncements Not Yet Adopted

•In November 2024, the FASB issued ASU 2024-03,

“Income Statement—Reporting Comprehensive Income—

Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” This

guidance will require disclosures about specific types of

expenses included in the expense captions presented on the

face of the income statement. The update is effective for

annual periods beginning after December 15, 2026, and

interim periods beginning after December 15, 2027, with

early adoption permitted. Prospective application is

required and retrospective application is permitted. We are

currently evaluating the impact of adopting this ASU on

our income statement disaggregation disclosures. We do

not believe this update will have a material impact on our

consolidated financial statement disclosures.

•In September 2025, the FASB issued ASU 2025-06,

“Intangibles – Goodwill and Other – Internal-Use Software

(Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software.” The new guidance

removes references to various stages of a software

development project to align better with current software

development methods, such as agile programming. Under

the new standard, entities will start capitalizing eligible

costs when (1) management has authorized and committed

to funding the software project, and (2) it is probable that

the project will be completed and the software will be used

to perform the function intended. The update is effective

for interim and annual periods beginning after December

15, 2027, with early adoption permitted. The guidance can

be applied on a prospective basis, a modified basis for in-

process projects, or a retrospective basis. We are

evaluating the impact this amended guidance may have on

our consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH

CUSTOMERS

Disaggregation of Revenue

The following tables summarize the disaggregation of

revenue by major product and service and by segment for the

three and nine months ended September 30, 2026 and 2025:

Substantially all revenues from the Capital Access Platforms

and Financial Technology segments were recognized over

time for the three and nine months ended September 30, 2026

and 2025. Substantially all revenues from our Market

Services segment were recognized at a point in time for the

same periods.

In order to facilitate comparability between periods, we

reclassify revenues related to divestitures or business wind-

downs to Other Revenues in the Condensed Consolidated

Statements of Income for all periods presented. For the three

months ended September 30, 2026, Other revenues related to

our Nasdaq Metrio platform and our sustainability advisory

business that is in the process of being wound down. For the

nine months ended September 30, 2026, Other revenues also

includeour Nordic power futures business and Nasdaq Fund

Secondaries. For the three and nine months ended September

30, 2025, Other revenues also included our Solovis business.

See Note 4,“Acquisitions and Divestitures,” for further

Contract Balances

Substantially all of our revenues are considered to be

revenues from contracts with customers. The related accounts

receivable balances are recorded in the Condensed

Consolidated Balance Sheets as receivables, which are net of

allowance for doubtful accounts of$11 million as of

September 30, 2026 and December 31, 2025. Changes to the

allowance for doubtful accounts during the nine months

ended September 30, 2026 were not material to our

condensed consolidated financial statements. We do not have

obligations for warranties, returns or refunds to customers.

Deferred revenue represents consideration received that is yet

to be recognized as revenue for unsatisfied performance

obligations and is the only significant contract asset or

liability as of September 30, 2026. See Note 7, “Deferred

Revenue,” for our discussion on deferred revenue balances,

activity, and expected timing of recognition.

We do not provide disclosures about the transaction price

allocated to unsatisfied performance obligations if contract

durations are less than one year. For our initial listings, the

transaction price allocated to remaining performance

obligations is included in deferred revenue, and therefore not

included below. For our Financial Crime Management

Technology, Regulatory Technology, Capital Markets

Technology and Workflow & Insights contracts, the portion

of transaction price allocated to unsatisfied performance

obligations is presented in the table below. The timing in the

table below is based on our best estimates as, for certain

contracts, the recognition is primarily dependent upon the

completion of customization and any significant

modifications made pursuant to existing contracts. To the

extent consideration has been received, unsatisfied

performance obligations would be included in the table below

as well as deferred revenue.

The following table summarizes the amount of the

transaction price allocated to performance obligations that are

unsatisfied, for contract durations greater than one year, as of

September 30, 2026:

4. ACQUISITIONS AND DIVESTITURES

Acquisitions

In September 2026, we completed the acquisition of Dasseti,

an AI-powered due diligence and monitoring platform for

investment consultants, institutional investors, and asset

managers. Dasseti's capabilities will be integrated into our

analytics business within Workflow & Insights. This

acquisition builds on our pre-existing minority investment in

Dasseti.

In October 2026, we acquired the remaining ownership

interests in LeveL Holdings, LLC, parent of LeveL Markets,

LLC, or LeveL Markets, an institutional alternative trading

system and broker-dealer serving the institutional equity

trading market. Prior to the acquisition, we helda minority

interest in LeveL Markets. Following the transaction, LeveL

Markets became a wholly owned subsidiary of Nasdaq and

will be integrated into Digital Liquidity Networks, a new

organization under our Market Services segment.

Divestitures

In September 2026, we completed the sale of our subsidiary,

Nasdaq Fund Secondaries, to NPM in exchange for

additional equity interests in NPM. Following the transaction,

we continue to maintain a minority interest in NPM. During

August 2026, we completed the sale of Nasdaq Metrio's

platform and customer contracts to a third party. We also

commenced an orderly wind-down of our sustainability

advisory business. We expect this wind-down to continue

through 2027. In October 2025, Nasdaq completed the sale of

our Solovis business. The divestitures discussed above were

previously included in Workflow & Insights within our

Capital Access Platforms segment.

In April 2025, Nasdaq completed the sale of our Nasdaq Risk

Modelling for Catastrophes business previously included in

Capital Markets Technology within our Financial

Technology segment.

In January 2025, we entered into an agreement to transfer

existing open positions in our Nordic power futures business

to a European exchange. In June 2025, this transaction was

completed and partial consideration was received. Migration

of open positions was completed during the first quarter of

2026, resulting in an incremental gain of$88 million, net of

costs to sell. This additional consideration was received in

April 2026. We no longer provide commodities clearing and

trading services as of June 2026, and will continue to wind

down business operations through the remainder of 2026. In

connection with the successful migration of open positions,

Nasdaq may receive additional consideration in 2027, and is

expected to release regulatory capital in the medium term.

The impact of the transactions described above is net of cost

to sell and is included in net gain(loss)on divestitures in the

5. GOODWILL AND ACQUIRED INTANGIBLE

ASSETS

Goodwill

The following table presents the changes in goodwill by

business segment during the nine months ended September

30, 2026:

Goodwill represents the excess of purchase price over the

value assigned to the net assets, including identifiable

intangible assets, of a business acquired. Goodwill is

allocated to our reporting units based on the assignment of

the fair values of each reporting unit of the acquired

company. We test goodwill for impairment at the reporting

unit level annually, or in interim periods if certain events

occur indicating that the carrying amount may be impaired,

such as changes in the business climate, poor indicators of

operating performance or the sale or disposition of a

significant portion of a reporting unit.

There wasno impairment ofgoodwill for the three and nine

months ended September 30, 2026 and 2025; however,

events such as prolonged economic weakness or unexpected

significant declines in operating results of any of our

reporting units or businesses may result in goodwill

impairment charges in the future.

Acquired Intangible Assets

The following table presents details of our total acquired

intangible assets, both finite- and indefinite-lived:

In connection with the wind-down of our Nordic power

futures business during the second quarter of 2026, we

recognized a$20 million impairment primarily related to

customer relationships and licenses. There was no other

material impairment of intangible assets for the three and

nine months ended September 30, 2026 and 2025.

The following tables present our amortization expense for

acquired finite-lived intangible assets:

The table below presents the estimated future amortization

expense (excluding the impact of foreign currency translation

adjustments of$48 million as of September 30, 2026) of

acquired finite-lived intangible assets as of September 30,

2026:

6. INVESTMENTS

The following table presents the details of our investments:

Short-Term Investments

Short-term investments are comprised of trading securities,

primarily highly rated European government debt securities,

of which$134 million as of September 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. Capital held for

regulatory purposes is invested to optimize returns while

staying within approved risk tolerances. This active portfolio

management can result in investments with original

maturities of 90 days or less that qualify as cash equivalents

and are included in restricted cash and cash equivalents, or

investments with original maturities greater than 90 days and

less than one year that are classified as short-term

investments in the Condensed Consolidated Balance Sheets.

Corporate Debt Securities

In September 2026, we purchased Series E preferred stock of

Payward, Inc., the parent company of Kraken, a

cryptocurrency platform and digital asset infrastructure

provider, for an aggregate purchase price of$100 million.

Our investment is generally redeemable at cost on the tenth

anniversary of issuance at the option of Payward, Inc or

Nasdaq, subject to applicable law. This investment is

convertible into common stock at our option, in connection

with an initial public offering that meets defined criteria, or at

the issuer’s option in connection with an initial public

offering subject to certain price adjustments. We elected the

fair value option for this investment as we believe carrying it

at fair value and recognizing changes in fair value through

earnings best reflects its underlying economics. Accordingly,

any changes in the fair value will be recognized in other

income (loss) in the Condensed Consolidated Statements of

Income. There was no change in the fair value for the three

and nine months ended September 30, 2026. This investment

is included in other non-current assets in the Condensed

Equity Investments

Our strategic equity investments include our equity method

investments, for which we have the ability to exercise

significant influence, but not control, over the investees, as

well as minority investments made through our corporate

venture program in equity securities without readily

determinable fair values and marketable equity securities. As

of September 30, 2026 and December 31, 2025, the carrying

value of our equity method investments is$614 million and

$512 million, respectively, and the carrying value of our

minority equity investments is$173 million and$175

million, respectively. These investments are included in other

non-current assets in the Condensed Consolidated Balance

Sheets.

For equity method investments, we record our estimated pro-

rata share of earnings or losses each reporting period and

record any dividends as a reduction in the investment

balance. As of September 30, 2026 and 2025, our equity

method investments primarily included our 40.0% equity

interest in OCC. Net income recognized from our equity

interest in the earnings and losses of these equity method

investments was$38 million and$24 million for the three

months ended September 30, 2026 and 2025, respectively,

and$86 million and$73 million for the nine months ended

September 30, 2026 and 2025, respectively, and is included

in net income from unconsolidated investees in the

Condensed Consolidated Statements of Income. No

impairments were recorded for the three and nine months

ended September 30, 2026 and 2025.

The majority of our equity securities as of September 30,

2026 do not have a readily determinable fair value and

therefore we have elected the measurement alternative. We

recognized a net gain from the change in the carrying value

of these equity securities of$17 million for the nine months

ended September 30, 2026, primarily related to an upward

adjustment due to the identification of an observable price

change for a similar investment of an investee. There wereno

adjustments to the carrying value of these equity securities

for the three months ended September 30, 2026, andno

material adjustments for the three and nine months ended

September 30, 2025.

We mark-to-market equity securities that have a readily

determinable fair value. Gains and losses from the change in

the fair value of these securities were immaterial for thethree

months ended September 30, 2026 and the three and nine

months ended September 30, 2025. Net loss from the change

in the fair value of these securities was$13 million for the

nine months ended September 30, 2026.

Gains and losses from our equity securities without readily

determinable fair values and marketable equity securities are

recognized in other income (loss) in the Condensed

7. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet

to be recognized as revenue. The changes in our deferred

revenue during the nine months ended September 30, 2026

are reflected in the following table:

In the above table:

•Additions include deferred revenue billed in the current

period, net of recognition.

•Revenue recognized includes revenue recognized during

the current period that was included in the beginning

balance.

•Adjustments include the impact from foreign currency

translation adjustments and the impact of any acquisitions

or divestitures completed during the period.

•Other, within our Capital Access Platforms segment,

primarily includes deferred revenue from our non-U.S.

listing of additional shares fees and our Index business.

As of September 30, 2026, we estimate that our deferred

revenue will be recognized in the following years:

In the preceding table, 2026 represents the remaining three

months of 2026.

Deferred revenue that will be recognized beyond September

30, 2027 is included in other non-current liabilities in the

Condensed Consolidated Balance Sheets. The timing of

recognition of deferred revenue related to certain contracts

represents our best estimates as the recognition is primarily

dependent upon the completion of customization and any

significant modifications made pursuant to existing contracts.

8. DEBT OBLIGATIONS

The following table presents the changes in the carrying

amounts of our debt obligations during the nine months

ended September 30, 2026:

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other

outstanding senior unsecured notes were issued at a discount.

As a result of the discount, the proceeds received from each

issuance were less than the aggregate principal amount. As of

September 30, 2026, the amounts in the table above reflect

the carrying amount, which is net of discount and debt

issuance costs, which are being accreted and amortized

through interest expense over the life of the applicable notes.

The accretion of the discount and amortization of the debt

issuance costs was$7 million for the nine months ended

September 30, 2026. Our Euro Notes are adjusted for the

impact of foreign currency translation. Our senior unsecured

notes are general unsecured obligations which rank equally

with all of our existing and future unsubordinated obligations

and are not guaranteed by any of our subsidiaries. The senior

unsecured notes were issued under indentures that, among

other things, limit our ability to consolidate, merge or sell all

or substantially all of our assets, create liens, and enter into

sale and leaseback transactions. The senior unsecured notes

may be redeemed by Nasdaq at any time, subject to a make-

whole amount.

Upon a change of control triggering event (as defined in the

various supplemental indentures governing the applicable

notes), the terms require us to repurchase all or part of each

holder’s notes for cash equal to 101% of the aggregate

principal amount purchased plus accrued and unpaid interest,

if any.

The Euro Notes pay interest annually. All other notes pay

interest semi-annually. The U.S. dollar senior unsecured

notes coupon rates may vary with Nasdaq’s debt rating, to the

extent Nasdaq is downgraded below investment grade, up to

an upward rate adjustment not to exceed 2%.

Net Investment Hedge

Our Euro Notes have been designated as a hedge of our net

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in foreign currency translation gains

(losses) within accumulated other comprehensive loss in the

Condensed Consolidated Balance Sheets. For the nine

months ended September 30, 2026, the impact of translation

decreased the U.S. dollar value of our Euro Notes by$106

million.

Credit Facilities

2026 Revolving Credit Facility

In June 2026, we 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. We intend to use funds available under the

2026 Revolving Credit Facility for general corporate

purposes and to provide liquidity to support our commercial

paper program. We are permitted to repay borrowings under

our 2026 Revolving Credit Facility at any time in whole or in

part, without penalty.

As of September 30, 2026, no amounts were outstanding on

the 2026 Revolving Credit Facility. The$(4) million balance

represents unamortized debt issuance costs which are being

amortized through interest expense over the life of the credit

facility.

Borrowings under the revolving credit facility and swingline

borrowings bear interest on the principal amount outstanding

at a variable interest rate based on either the SOFR (or a

successor rate to SOFR), the base rate (as defined in the 2026

Revolving Credit Facility agreement), or other applicable rate

with respect to non-dollar borrowings, plus an applicable

margin that varies with our debt rating. We are charged

commitment fees of 0.080% to 0.150%, depending on our

credit rating, on undrawn amounts. These commitment fees

are included in interest expense and were not material for the

three and nine months ended September 30, 2026 and 2025.

The 2026 Revolving Credit Facility contains financial and

operating covenants. Financial covenants include a maximum

leverage ratio. Operating covenants include, among other

things, limitations on our ability to incur additional

indebtedness, grant liens on assets, dispose of assets and

make certain restricted payments. The facility also contains

customary affirmative covenants, including access to

financial statements, notice of defaults and certain other

material events, maintenance of properties and insurance, and

customary events of default, including cross-defaults to our

material indebtedness.

The 2026 Revolving Credit Facility includes an option for

Nasdaq to increase the available aggregate amount by up to

$1.0 billion, subject to the consent of the lenders funding the

increase and certain other conditions.

We maintain a U.S. dollar commercial paper program, which

we may utilize at various times to support liquidity needs.

This program is supported by our 2026 Revolving Credit

Facility. The effective interest rate of commercial paper

issuances fluctuates as short-term interest rates and demand

fluctuate. These fluctuations may impact our interest

expense. As of September 30, 2026, we had$269 million

outstanding under our commercial paper program andno

outstanding balance as of December 31, 2025.

Other Credit Facilities

Certain of our European subsidiaries have several other credit

facilities, which are available in multiple currencies,

primarily to support our Nasdaq Clearing operations in

Europe, as well as to provide a cash pool credit line. These

credit facilities, in aggregate, totaled$192 million as of

September 30, 2026 and$208 million as of December 31,

2025 in available liquidity, none of which was utilized.

Generally, these facilities each have aone-year term, and

renew automatically. The amounts borrowed under these

various credit facilities bear interest on the principal amount

outstanding at a variable interest rate based on a base rate (as

defined in the applicable credit agreement), plus an

applicable margin. We are charged commitment fees (as

defined in the applicable credit agreement), whether or not

amounts have been borrowed. These commitment fees are

included in interest expense and were not material for the

three and nine months ended September 30, 2026 and 2025.

These facilities include customary affirmative and negative

operating covenants and events of default.

Debt Covenants

As of September 30, 2026, we were in compliance with the

covenants of all of our debt obligations.

9. RETIREMENT PLANS

Defined Contribution Savings Plan

We sponsor a 401(k) plan, which is a voluntary defined

contribution savings plan, for U.S. employees. Employees are

immediately eligible to make contributions to the plan and

are also eligible for an employer contribution match at an

amount equal to 100.0% of the first 6.0% of eligible

employee contributions. The following table presents the

savings plan expense for the three and nine months ended

September 30, 2026 and 2025, which is included in

compensation and benefits expense in the Condensed

Consolidated Statements of Income:

Pension, SERP and Other Post-Retirement Benefit Plans

We maintain nonqualified SERPs for certain senior

executives and other post-retirement benefit plans for eligible

employees in the U.S. Most employees outside the U.S. are

covered by local retirement plans or by applicable social

laws. Benefits under social laws are generally expensed in the

periods in which the costs are incurred.

The total expense for these plans is included in compensation

and benefits expense in the Condensed Consolidated

Statements of Income:

Nonqualified Deferred Compensation Plan

We maintain a non-qualified deferred compensation plan for

senior executives that provides certain eligible employees

with the opportunity to defer a portion of their annual salary

and bonus up to certain approval limits. The plan is funded

through corporate-owned life insurance. The cash surrender

value, or CSV, of these policies is included in other non-

current assets in the Condensed Consolidated Balance Sheets

and the related deferred compensation obligations are

recorded within other non-current liabilities in the Condensed

Consolidated Balance Sheets. Gains and losses on the CSV

arerecorded in Other (income) loss in the Condensed

Consolidated Statements of Income. The related change in

the deferred compensation liability is included in

compensation and benefits expense in the Condensed

Consolidated Statements of Income. The impact of these

items materially offset each other.

10. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees

and non-employee directors. Share-based awards granted

under this program include restricted stock (consisting of

restricted stock units), PSUs and stock options. For

accounting purposes, we consider PSUs to be a form of

restricted stock. Annual employee awards are generally

granted on or about April 1 st of each year.

Summary of Share-Based Compensation Expense

The following table presents the total share-based

compensation expense resulting from equity awards and the

15.0% discount for the ESPP for the three and nine months

ended September 30, 2026 and 2025, which is primarily

included in compensation and benefits expense in the

Condensed Consolidated Statements of Income:

Common Shares Available Under Our Equity Plan

As of September 30, 2026, we had approximately 20.1

million shares of common stock authorized for future

issuance under our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date

fair value of restricted stock units awarded is based on the

closing stock price at the date of grant less the present value

of future cash dividends. Restricted stock unit awards granted

to employees below the manager level generally vest 33% on

the first anniversary of the grant date,33% on the second

anniversary of the grant date, and the remainder on the third

anniversary of the grant date. Restricted stock unit awards

granted to employees at or above the manager level generally

vest 33% on the second anniversary of the grant date,33% on

the third anniversary of the grant date, and the remainder on

the fourth anniversary of the grant date.

The following table summarizes our restricted stock activity

for the nine months ended September 30, 2026:

As of September 30, 2026,$169 million of total

unrecognized compensation cost related to restricted stock is

expected to be recognized over a weighted-average period of

2.3 years.

PSUs

We grant three-year PSUs to certain eligible employees.

PSUs are based on performance measures that impact the

amount of shares that each PSU eligible individual receives,

subject to the satisfaction of applicable market performance

conditions, with athree-year cumulative performance period

that vest at the end of the performance period and which

settle in shares of our common stock. Compensation cost is

recognized over thethree-year performance period, taking

into account an estimated forfeiture rate, regardless of

whether the market condition is satisfied, provided that the

requisite service period has been completed. Performance

will be determined by comparing Nasdaq’s TSR totwo peer

groups, each weighted 50.0%. The first peer group consists

of the S&P 500 GICS 4020 Index, which is a blend of

exchanges, as well as data, financial technology and banking

companies, and the second peer group consists of all

companies in the S&P 500. Nasdaq’s relative performance

ranking against each of these groups will determine the final

number of shares delivered to each individual under the

program. The award issuance under this program will be

between 0.0% and 200.0% of the number of PSUs granted

and will be determined by Nasdaq’s overall performance

against both peer groups. However, if Nasdaq’s TSR is

negative for thethree-year performance period, regardless of

TSR ranking, the award issuance will not exceed 100.0% of

the number of PSUs granted. We estimate the fair value of

PSUs granted under thethree-year PSU program using the

Monte Carlo simulation model, as these awards contain a

market condition.

Grants of PSUs that were issued in 2023 with athree-year

performance period exceeded the applicable performance

metrics. As a result, an additional 121,475 shares above the

original target amount were issued in the first quarter of 2026

and were fully vested upon issuance.

In 2024, we also granted PSUs with atwo-year performance

period to certain eligible executives at the senior vice

president level and above. These PSUs were based on

performance measures relating to the implementation of

certain integration actions in connection with the Adenza

acquisition. Achievement of the targets impacted the amount

of shares that each PSU eligible individual was entitled to

receive. The PSUs had atwo-year performance period and

will vestone year after the end of the performance period,

and settled in shares of our common stock. The grantees of

the PSUs under this program were eligible to receive between

0.0% and 200.0% of the number of PSUs granted. The

performance period for these PSUs has ended and exceeded

the applicable performance metrics, and resulted in the

issuance of an additional 87,460 shares for overachievement.

These shares were issued in the first quarter of 2026 and will

vest in January 2027.

The following weighted-average assumptions were used to

determine the weighted-average fair values of the outstanding

PSU awards granted under thethree-year PSU program

during the nine months ended September 30, 2026 and 2025:

The following table summarizes our PSU activity for the nine

months ended September 30, 2026:

As of September 30, 2026, the total unrecognized

compensation cost related to the outstanding PSU awards is

$103 million and is expected to be recognized over a

weighted-average period of 1.2 years.

Stock Options

There wereno stock option awards granted for the nine

months ended September 30, 2026. There wereno stock

options exercised for the three months ended September 30,

2026. We received net cash proceeds of$18 million from the

exercise of 806,451 stock options for the nine months ended

September 30, 2026.

A summary of our outstanding stock options at September

30, 2026 is as follows:

As of September 30, 2026, the aggregate pre-tax intrinsic

value represents the difference between our closing stock

price on September 30, 2026 of$92.01 and the exercise

price, times the number of shares that would have been

received by the option holder had the option holder exercised

the stock options on that date. This amount can change based

on the fair market value of our common stock. As of

September 30, 2026, no outstanding stock options were

exercisable.

ESPP

We have an ESPP under which approximately 9.6 million

shares of our common stock were available for future

issuance as of September 30, 2026. Under our ESPP,

employees may purchase shares having a value not exceeding

10.0% of their annual compensation, subject to applicable

annual Internal Revenue Service limitations. We record

compensation expense related to the 15.0% discount that is

given to our employees.

11. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of September 30, 2026,900,000,000 shares of our

common stock were authorized,583,979,697 shares were

issued and 558,441,448 shares were outstanding. As of

December 31, 2025,900,000,000 shares of our common

stock were authorized,594,620,320 shares were issued and

569,894,024 shares were outstanding. The holders of

common stock are entitled toone vote per share, except that

our certificate of incorporation limits the ability of any

shareholder to vote in excess of 5.0% of the then-outstanding

shares of Nasdaq common stock.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost

method with the shares of stock repurchased reflected as a

reduction to Nasdaq stockholders’ equity and included in

common stock in treasury, at cost in the Condensed

Consolidated Balance Sheets. Shares repurchased under our

share repurchase program are currently retired and canceled

and are therefore not included in the common stock in

treasury balance. If treasury shares are reissued, they are

recorded at the average cost of the treasury shares acquired.

We held 25,538,249 shares of common stock in treasury as of

September 30, 2026 and 24,726,296 shares as of December

31, 2025, most of which are related to shares of our common

stock withheld for the settlement of employee tax

withholding obligations arising from the vesting of restricted

stock and PSUs.

In February 2026, our board of directors authorized an

increase to our share repurchase program, bringing the

aggregate authorized amount to$3.0 billion. As of September

30, 2026, the remaining aggregate authorized amount under

the existing share repurchase program was$2.2 billion.

As part of this program, repurchases may be made from time

to time at prevailing market prices in open market purchases,

privately-negotiated transactions, block purchase techniques,

an accelerated share repurchase program or otherwise, as

determined by our management. The repurchases are

primarily funded from existing cash balances. The share

repurchase program may be suspended, modified or

discontinued at any time, and has no defined expiration date.

The following is a summary of our share repurchase activity,

reported based on settlement date, for the nine months ended

September 30, 2026:

The table above excludes an aggregate of 811,953 shares

withheld to satisfy tax obligations of the grantee upon the

vesting of restricted stock and PSUs. Total purchase price in

the table above and repurchases of common stock in the

Condensed Consolidated Statements of Cash Flows for the

nine months ended September 30, 2026 exclude$10 million

of accrued excise tax that had not been paid as of September

30, 2026. The table above includes shares repurchased related

to ASR agreements settled in the nine months ended

September 30, 2026 described below.

In January 2026, we entered into a variable notional ASR

agreement and paid an upfront maximum of$300 million in

Upon final settlement in February 2026, we received the

remaining shares for a total of 3,142,730 shares plus$15

million cash reflecting the difference between the

prepayment and final notional amount.

In July 2026, we entered into a variable notional ASR

agreement and paid an upfront maximum of$250 million in

Upon final settlement in September 2026, we received the

remaining shares for a total of 2,175,752 shares plus$48

million cash reflecting the difference between the

prepayment and final notional amount.

In October 2026, we entered into a variable notional ASR

agreement, for which we paid the maximum notional amount

of$385 million to a third-party financial institution in

The final notional amount is subject to a minimum and

maximum and will depend on the price of our shares of

common stock during the term of the ASR. The final

settlement of the ASR agreement is expected to be completed

in the fourth quarter of 2026.

Under ASR agreements, we make payments to our

counterparties and receive an initial delivery of shares of

common stock. The final number of shares to be repurchased

is based on the volume-weighted average price of Nasdaq's

common stock during the term of the ASR agreement, less a

discount and subject to adjustments pursuant to the terms of

the ASR agreement. At settlement, our counterparty may be

required to deliver additional shares of common stock to us

or, under certain circumstances, we may be required to

deliver shares of our common stock or may elect to make a

cash payment to our counterparty. Receiving our shares of

common stock, during initial delivery and the final receipt of

shares upon settlement of the ASR agreements, results in an

immediate reduction of the outstanding shares used to

calculate the weighted-average common shares outstanding

for basic and diluted earnings per share.

Preferred Stock

Our certificate of incorporation authorizes the issuance of

30,000,000 shares of preferred stock, par value$0.01 per

share, issuable from time to time in one or more series. As of

September 30, 2026 and December 31, 2025, no shares of

preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During the nine months ended September 30, 2026, our board

of directors declared and paid the following cash dividends:

The total amount paid of$500 million was recorded in

retained earnings in the Condensed Consolidated Balance

Sheets at September 30, 2026.

In October 2026, the board of directors approved a regular

quarterly cash dividend of$0.31 per share on our outstanding

common stock. The dividend is payable on December 18,

2026 to shareholders of record at the close of business on

December 4, 2026. The estimated aggregate payment of this

dividend is$173 million. Future declarations of quarterly

dividends and the establishment of future record and payment

dates are subject to approval by the board of directors.

The board of directors maintains a dividend policy with the

intention to provide shareholders with regular and increasing

dividends as earnings and cash flows increase.

12. EARNINGS PER SHARE

The following tables set forth the computation of basic and

diluted earnings per share:

In the tables above, employee equity awards from our PSU

program, which are considered contingently issuable, are

included in the computation of dilutive earnings per share on

a weighted average basis when management determines that

the applicable performance criteria would have been met if

the performance period ended as of the date of the relevant

computation.

Securities whose antidilutive effect were immaterial were not

included in the computation of diluted earnings per share for

the three and nine months ended September 30, 2026 and

2026. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present substantially all of our financial

assets that were measured at fair value on a recurring basis as

of September 30, 2026 and December 31, 2025.

Corporate Debt Securities

In September 2026, we purchased preferred stock of

Payward, Inc. for an aggregate purchase price of

$100 million. See “Corporate Debt Securities,” of Note 6,

“Investments,” for further discussion. We have elected the

fair value option for this investment, and it is included in

other non-current assets in the Condensed Consolidated

Balance Sheets. Accordingly, any changes in the fair value

will be recognized in other income (loss) in the Condensed

Consolidated Statements of Income. There was no change in

the fair value for this investment as it was purchased in

September 2026. This investment is classified within Level 3

of the fair value hierarchy.

Derivative Instruments

We utilize foreign exchange forward contracts primarily to

reduce the volatility of earnings and cash flows associated

with changes in foreign exchange rates. We use these foreign

exchange forward contracts as net investment hedges of

certain foreign subsidiaries, with changes in fair value

recorded in accumulated other comprehensive income in the

Condensed Consolidated Balance Sheets, and as cash flow

hedges of certain foreign currency-denominated revenues and

expenses, with fair value changes initially recorded in

accumulated other comprehensive income. For our cash flow

hedges, when the forecasted transaction affects earnings, or

in the event the underlying forecasted transaction does not

occur, or it becomes probable that it will not occur, we

reclassify the related gain or loss to revenue or operating

expenses, as applicable.

We also use foreign exchange forward contracts as economic

hedges of foreign currency-denominated assets and liabilities

that are not designated as hedging instruments. The fair value

changes of these contracts are recorded in general,

administrative and other expenses in the Condensed

Consolidated Statements of Income, together with the re-

measurement gain or loss from the hedged balance sheet

position.

All derivative contracts are measured at fair value using

Level 2 inputs based on observable foreign currency

exchange rates and interest rates, and recorded under other

current and other non-current assets and other current and

other non-current liabilities in the Condensed Consolidated

Balance Sheets. As of September 30, 2026 and December 31,

2025, the fair value of these contracts was not material and

therefore not included in the tables above. We do not use

derivative instruments for trading or speculative purposes.

Financial Instruments Not Measured at Fair Valueon a

Recurring Basis

Some of our financial instruments are not measured at fair

value on a recurring basis but are recorded at amounts that

approximate fair value due to their liquid or short-term

nature. Such financial assets and financial liabilities include:

cash and cash equivalents, restricted cash and cash

equivalents, receivables, net, certain other current assets,

accounts payable and accrued expenses, Section 31 fees

payable to SEC, accrued personnel costs and certain other

current liabilities.

We also consider our debt obligations to be financial

instruments. As of September 30, 2026, the majority of our

outstanding debt obligations were fixed-rate obligations. We

are exposed to changes in interest rates on amounts

outstanding from the sale of commercial paper under our

commercial paper program. We may also be exposed to

changes in interest rates as a result of borrowings under our

2026 Revolving Credit Facility, as the interest rates on this

facility have a variable rate depending on the maturity of the

borrowing and the implied underlying reference rate. The fair

value of our remaining debt obligations utilizing prevailing

market rates for our fixed rate debt was$7.8 billion as of

September 30, 2026 and$8.6 billion as of December 31,

2025. The discounted cash flow analyses are based on

borrowing rates currently available to us for debt with similar

terms and maturities. Our commercial paper and our fixed

rate and floating rate debt are categorized as Level 2 in the

fair value hierarchy.

For further discussion of our debt obligations, see Note 8,

“Debt Obligations.”

Assets Measured at Fair Value on a Non-Recurring Basis

We have certain investments, primarily our investment in

OCC, which are accounted for under the equity method of

accounting. We have elected the measurement alternative for

all of our equity securities that do not have a readily

determinable fair value, which primarily represent various

strategic investments made through our corporate venture

program. These investments are measured at fair value on a

non-recurring basis, if they are deemed to be impaired. Our

investments in equity securities without readily determinable

fair values are also adjusted, on a non-recurring basis, upon

observable price changes in orderly transactions for identical

or similar investments of the same issuer.

See “Equity Investments,” of Note 6, “Investments,” for

further discussion.

Our non-financial assets, which include goodwill, intangible

assets, and other long-lived assets, are not required to be

carried at fair value on a recurring basis. Fair value measures

of non-financial assets are primarily used in the impairment

analysis of these assets. Any resulting asset impairment

would require that the non-financial asset be recorded at its

fair value. Nasdaq uses Level 3 inputs to measure the fair

value of the above assets on a non-recurring basis. As of

September 30, 2026 and December 31, 2025, there wereno

non-financial assets measured at fair value on a non-recurring

basis.

14. CLEARING OPERATIONS

Nasdaq Clearing

Nasdaq Clearing is authorized and supervised under EMIR as

a multi-asset clearinghouse by the SFSA. Such authorization

is effective for all member states of the European Union and

certain other non-member states that are part of the European

Economic Area, including Norway. The clearinghouse acts as

the CCP for exchange and OTC trades in equity derivatives

and fixed income derivatives. Historically, we also acted as

the CCP for power derivatives and emissions allowance

derivatives. All open interest relating to these products was

transferred to another exchange in March 2026. See Note 4,

“Acquisitions and Divestitures,” for further discussion of this

transaction.

Through our clearing operations in the financial markets,

which includes the resale and repurchase market, Nasdaq

Clearing is the legal counterparty for, and guarantees the

fulfillment of, each contract cleared. These contracts are not

used by Nasdaq Clearing for the purpose of trading on its

own behalf. As the legal counterparty of each transaction,

Nasdaq Clearing bears the counterparty risk between the

purchaser and seller in the contract. In its guarantor role,

Nasdaq Clearing has precisely equal and offsetting claims to

and from clearing members on opposite sides of each

contract, standing as the CCP on every contract cleared. In

accordance with the rules and regulations of Nasdaq

Clearing, default fund and margin collateral requirements are

calculated for each clearing member’s positions in accounts

with the CCP. See “Default Fund Contributions and Margin

Deposits” below for further discussion of Nasdaq Clearing’s

default fund and margin requirements.

Nasdaq Clearing maintains a member sponsored default fund

related to financial markets. Under this structure, Nasdaq

Clearing and its clearing members must contribute to the total

regulatory capital related to the clearing operations of Nasdaq

Clearing. See “Default Fund Contributions” below for further

discussion of Nasdaq Clearing’s default fund. A power of

assessment and a liability waterfall have also been

implemented to further align risk between Nasdaq Clearing

and its clearing members. See “Power of Assessment” and

“Liability Waterfall” below for further discussion.

Default Fund Contributions and Margin Deposits

As of September 30, 2026, clearing member default fund

contributions and margin deposits were as follows:

Our clearinghouse holds material amounts of clearing

member cash deposits which are held or invested primarily to

provide security of capital while minimizing credit, market

and liquidity risks. While we seek to achieve a reasonable

rate of return, we are primarily concerned with preservation

of capital and managing the risks associated with these

deposits.

Clearing member cash contributions are maintained in

demand deposits held at central banks and large, highly rated

financial institutions or secured through direct investments,

primarily central bank certificates and highly rated European

government debt securities with original maturities primarily

one year or less, reverse repurchase agreements and

multilateral development bank debt securities. Investments in

reverse repurchase agreements range in maturity from 1 to 7

days and are secured with highly rated government securities

and multilateral development banks. The carrying value of

these securities approximates their fair value due to the short-

term nature of the instruments and reverse repurchase

agreements.

Nasdaq Clearing has invested the total cash contributions of

$2,530 million as of September 30, 2026 and$5,842 million

as of December 31, 2025, in accordance with its investment

policy as follows:

In the table above, the decrease from December 31, 2025 to

September 30, 2026 is primarily due to the sale of our Nordic

power futures business and includes an unfavorable impact

from currency translation adjustments of$80 million for

restricted cash and cash equivalents and$167 million for

investments.

For the nine months ended September 30, 2026 and 2025,

investments related to default funds and margin deposits, net

includes purchases of investment securities of$101,721

million and$70,866 million, respectively, and proceeds from

sales and redemptions of investment securities of$102,501

million and$70,447 million, respectively.

In the investment activity related to default fund and margin

contributions, we are exposed to counterparty risk related to

reverse repurchase agreement transactions, which reflect the

risk that the counterparty might become insolvent and, thus,

fail to meet its obligations to Nasdaq Clearing. We mitigate

this risk by only engaging in transactions with high credit

quality reverse repurchase agreement counterparties and by

limiting the acceptable collateral under the reverse

repurchase agreement to high quality issuers, primarily

government securities and other securities explicitly

guaranteed by a government. The value of the underlying

security is monitored during the lifetime of the contract, and

in the event the market value of the underlying security falls

below the reverse repurchase amount, our clearinghouse may

require additional collateral or a reset of the contract.

Default Fund Contributions

Required contributions to the default fund are proportional to

the exposures of each clearing member. Clearing members’

eligible contributions may include cash and non-cash

contributions. Cash contributions received are maintained in

demand deposits held at central banks and large, highly rated

financial institutions or invested by Nasdaq Clearing, in

accordance with its investment policy, either in central bank

certificates, highly rated government debt securities, reverse

repurchase agreements with highly rated government debt

securities as collateral, or multilateral development bank debt

securities. Nasdaq Clearing maintains and manages all cash

deposits related to margin collateral. All risks and rewards of

collateral ownership, including interest, belong to Nasdaq

Clearing. Clearing members’ cash contributions are included

in default funds and margin deposits in the Condensed

Consolidated Balance Sheets as both a current asset and a

current liability. Non-cash contributions include highly rated

government debt securities that must meet specific criteria

approved by Nasdaq Clearing. Non-cash contributions are

pledged assets that are not recorded in the Condensed

Consolidated Balance Sheets as Nasdaq Clearing does not

take legal ownership of these assets and the risks and rewards

remain with the clearing members. These balances may

fluctuate over time due to changes in the amount of deposits

required and whether members choose to provide cash or

non-cash contributions.

In addition to clearing members’ required contributions to the

liability waterfall, Nasdaq Clearing is also required to

contribute capital to the liability waterfall and overall

regulatory capital as specified under its clearinghouse rules.

As of September 30, 2026, Nasdaq Clearing committed

capital totaling$104 million to the liability waterfall and

overall regulatory capital, in the form of government debt

securities, which are recorded as short-term investments in

the Condensed Consolidated Balance Sheets. The combined

regulatory capital of the clearing members and Nasdaq

Clearing is intended to secure the obligations of a clearing

member exceeding such member’s own margin and default

fund deposits and may be used to cover losses sustained by a

clearing member in the event of a default.

Margin Deposits

Nasdaq Clearing requires all clearing members to provide

collateral, which may consist of cash and non-cash

contributions, to guarantee performance on the clearing

members’ open positions, or initial margin. In addition,

clearing members must also provide collateral to cover the

daily margin call if needed. See “Default Fund

Contributions” above for further discussion of cash and non-

cash contributions.

Similar to default fund contributions, Nasdaq Clearing

maintains and manages all cash deposits related to margin

collateral. All risks and rewards of collateral ownership,

including interest, belong to Nasdaq Clearing and are

recorded in revenues. These cash deposits are recorded in

default funds and margin deposits in the Condensed

Consolidated Balance Sheets as both a current asset and a

current liability. Pledged margin collateral is not recorded in

the Condensed Consolidated Balance Sheets as all risks and

rewards of collateral ownership, including interest, belong to

the counterparty.

Nasdaq Clearing marks to market all outstanding contracts

and requires payment from clearing members whose

positions have lost value. The mark-to-market process

performed multiple times on a daily basis helps to identify

any clearing members that may not be able to satisfy their

financial obligations in a timely manner allowing Nasdaq

Clearing the ability to mitigate the risk of a clearing member

defaulting due to exceptionally large losses. In the event of a

default, Nasdaq Clearing can access the defaulting member’s

margin and default fund deposits to cover the defaulting

member’s losses.

Regulatory Capital and Risk Management Calculations

Nasdaq Clearing manages risk through a comprehensive

counterparty risk management framework, which comprises

policies, procedures, standards and financial resources. The

level of regulatory capital is determined in accordance with

Nasdaq Clearing’s regulatory capital and default fund policy,

as approved by the SFSA. Regulatory capital calculations are

continuously updated through a proprietary capital-at-risk

calculation model that establishes the appropriate level of

capital.

As mentioned above, Nasdaq Clearing is the legal

counterparty for each contract cleared and thereby guarantees

the fulfillment of each contract. Nasdaq Clearing accounts for

this guarantee as a performance guarantee. We determine the

fair value of the performance guarantee by considering daily

settlement of contracts and other margining and default fund

requirements, the risk management program, historical

evidence of default payments, and the estimated probability

of potential default payouts. The calculation is determined

using proprietary risk management software that simulates

gains and losses based on historical market prices, extreme

but plausible market scenarios, volatility and other factors

present at that point in time for those particular unsettled

contracts. Based on this analysis the estimated liability was

nominal andno liability was recorded as of September 30,

Power of Assessment

To further strengthen the contingent financial resources of the

clearinghouse, Nasdaq Clearing has power of assessment that

provides the ability to collect additional funds from its

clearing members to cover a defaulting member’s remaining

obligations up to the limits established under the terms of the

clearinghouse rules. The power of assessment corresponds to

230% of the clearing member’s aggregate contribution to the

financial default fund.

Liability Waterfall

The liability waterfall is the priority order in which the

capital resources would be utilized in the event of a default

where the defaulting clearing member’s collateral and default

fund contribution would not be sufficient to cover the cost to

settle its portfolio. If a default occurs and the defaulting

clearing member’s collateral, including cash deposits and

pledged assets, is depleted, then capital is utilized in the

following amount and order:

•junior capital contributed by Nasdaq Clearing, which

totaled$16 million as of September 30, 2026;

•a loss-sharing pool related only to the financial market that

is contributed to by clearing members and only applies if

the defaulting member’s portfolio includes interest rate

swap products;

•the default fund which includes capital contributions of the

clearing members on a pro-rata basis; and

•senior capital contributed by Nasdaq Clearing, calculated

in accordance with clearinghouse rules, which totaled$16

million as of September 30, 2026.

If additional funds are needed after utilization of the liability

waterfall, or if part of the waterfall has been utilized and

needs to be replenished, then Nasdaq Clearing will utilize its

power of assessment and additional capital contributions will

be required by non-defaulting members up to the limits

established under the terms of the clearinghouse rules.

In addition to the capital held to withstand counterparty

defaults described above, Nasdaq Clearing also has

committed capital of$72 million to ensure that it can handle

an orderly wind-down of its operation, and that it is

adequately protected against investment, operational, legal,

and business risks.

Market Value of Derivative Contracts Outstanding

The following table presents the market value of derivative

contracts outstanding prior to netting:

In the table above:

•We determined the fair value of our option contracts using

standard valuation models that were based on market-based

observable inputs including implied volatility, interest rates

and the spot price of the underlying instrument.

•We determined the fair value of our forward contracts

using standard valuation models that were based on

market-based observable inputs including benchmark rates

and the spot price of the underlying instrument.

Derivative Contracts Cleared

The following table presents the total number of derivative

contracts cleared through Nasdaq Clearing for the nine

months ended September 30, 2026 and 2025:

Resale and Repurchase Agreements Contracts

Outstanding and Cleared

The outstanding contract value of resale and repurchase

agreements was$1.2 billion as of September 30, 2026. The

total number of resale and repurchase agreements contracts

cleared was 2,037,195 and 2,812,945 for the nine months

ended September 30, 2026 and 2025, respectively.

15. LEASES

We have operating leases, which are primarily real estate

leases, predominantly for our U.S. and European

headquarters, data centers and for general office space. The

following table provides supplemental balance sheet

information related to Nasdaq’s operating leases:

The following table summarizes Nasdaq’s lease cost:

In the table above, operating lease costs include short-term

lease costs, which were immaterial.

The following table reconciles the undiscounted cash flows

for the following years and total of the remaining years to the

operating lease liabilities recorded in the Condensed

In the table above, interest is calculated using an incremental

borrowing rate for each lease. Present value of lease

liabilities includes the current portion of$79 million.

Lease payments in the table above exclude$34 million of

legally binding minimum lease payments for leases signed

but not yet commenced primarily related to data center

expansion.

The following table provides information related to Nasdaq’s

lease term and discount rate:

The following table provides supplemental cash flow

information related to Nasdaq’s operating leases:

Lease assets obtained in exchange for operating lease

liabilities primarily relate to expansion and renewals of data

center leases for the nine months ended September 30, 2026

and 2025. For the nine months ended September 30, 2025, it

also related to a new lease signed for our European

headquarters.

16. INCOME TAXES

Income Tax Provision

The following tables present our income tax provision and

effective tax rate:

The higher effective tax rate for the three months ended

September 30, 2026, as compared to the prior year period,

was primarily due to higher energy-related tax credits

recognized in the prior-year period. The higher effective tax

rate for the nine months ended September 30, 2026, as

compared to the prior year period, was primarily due to the

impact of a favorable audit settlement and a tax benefit

related to payments made to former Adenza employees, both

recognized in the prior-year period.

The effective tax rate may vary from period to period

depending on, among other factors, the geographic and

business mix of earnings and losses. These and other factors,

including history of pre-tax earnings and losses, are taken

into account in assessing the ability to realize deferred tax

assets.

Tax Audits

Nasdaq and its eligible subsidiaries file a consolidated U.S.

federal income tax return, applicable state and local income

tax returns and non-U.S. income tax returns. We are subject

to examination by federal, state and local, and foreign tax

authorities. Our federal income tax return is under

examination by the Internal Revenue Service for theyears

2021 through 2025. Several state tax returns are currently

under examination by the respective tax authorities for the

years 2014 through 2024. Non-U.S. tax returns are subject to

examination by the respective tax authorities for the years

2020 through 2025.

We regularly assess the likelihood of additional assessments

by each jurisdiction and have established tax reserves that we

believe are adequate in relation to the potential for additional

assessments. Examination outcomes and the timing of

examination settlements are subject to uncertainty. Although

the results of such examinations may have an impact on our

unrecognized tax benefits, we do not anticipate that such

impact will be material to our condensed consolidated

financial position or results of operations, but may be

material to our operating results for a particular period and

the effective tax rate for that period.

17. COMMITMENTS, CONTINGENCIES AND

GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin

collateral pledged by clearing members discussed in Note 14,

“Clearing Operations,” we have obtained financial guarantees

and credit facilities, which are guaranteed by us through

counter indemnities, to provide further liquidity related to our

clearing businesses. Financial guarantees issued to us totaled

$4 million as of September 30, 2026 and December 31, 2025.

As discussed in “Other Credit Facilities,” of Note 8, “Debt

Obligations,” we also have credit facilities primarily related

to our Nasdaq Clearing operations, which are available in

multiple currencies.

Other Guarantees

Through our clearing operations in the financial markets,

Nasdaq Clearing is the legal counterparty for, and guarantees

the performance of, its clearing members. See Note 14,

“Clearing Operations,” for further discussion of Nasdaq

Clearing performance guarantees.

We believe that the potential for us to be required to make

payments under these arrangements is unlikely. Accordingly,

no contingent liability is recorded in the Condensed

Consolidated Balance Sheets for the above guarantees.

Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution

Services, provides a guarantee to securities clearinghouses

and exchanges under its standard membership agreements,

which require members to guarantee the performance of other

members. If a member becomes unable to satisfy its

obligations to a clearinghouse or exchange, other members

would be required to meet its shortfalls. To mitigate these

performance risks, the exchanges and clearinghouses often

require members to post collateral, as well as meet certain

minimum financial standards. Nasdaq Execution Services’

maximum potential liability under these arrangements cannot

be quantified. However, we believe that the potential for

Nasdaq Execution Services to be required to make payments

under these arrangements is unlikely. Accordingly, no

contingent liability is recorded in the Condensed

Consolidated Balance Sheets for these arrangements.

Legal and Regulatory Matters

European Commission Matter

In September 2024, the European Commission, or the EC,

conducted an inspection at the Nasdaq Stockholm offices.

The inspection related to a potential competition law concern

regarding the trading of Nordic financial derivatives. We

understand that the EC's focus is a cooperative arrangement

with Eurex that was announced by Eurex and the Helsinki

Stock Exchange in 1999. The Helsinki Stock Exchange was

acquired by Nasdaq as part of our acquisition of OMX AB in

2008. The cooperative arrangement with Eurex fully ended

before Nasdaq learned of the EC's investigation.

In November 2025, the EC opened a formal antitrust

investigation to assess whether Nasdaq and Deutsche Börse

had breached European Union competition rules by

coordinating their conduct in the sector for listing, trading

and clearing of financial derivatives in the European

Economic Area.

We have been cooperating with the EC but are uncertain

about the duration or ultimate outcome of its review, or to the

extent there is any finding against us, the amount of any fines

or other remedies.

Other Matters

Except as disclosed above and in our prior reports filed under

the Exchange Act, we are not currently a party to any

litigation or proceeding that we believe could have a material

adverse effect on our business, consolidated financial

condition, or operating results. However, from time to time,

we have been threatened with, or named as a defendant in,

lawsuits or involved in regulatory proceedings.

In the normal course of business, Nasdaq discusses matters

with its regulators raised during regulatory examinations or

otherwise subject to their inquiries. Management believes

that censures, fines, penalties or other sanctions that could

result from any ongoing examinations or inquiries will not

have a material impact on our consolidated financial position

or results of operations. However, we are unable to predict

the outcome or the timing of the ultimate resolution of these

matters, or the potential fines, penalties or injunctive or other

equitable relief, if any, that may result from these matters.

Tax Audits

We are engaged in ongoing discussions and audits with

taxing authorities on various tax matters, the resolutions of

which are uncertain. Currently, there are matters that may

lead to assessments, some of which may not be resolved for

several years. Based on currently available information, we

believe we have adequately provided for any assessments that

could result from those proceedings where it is more likely

than not that we will be assessed. We review our positions on

these matters as they progress. See “Tax Audits,” of Note 16,

“Income Taxes,” for further discussion.

18. BUSINESS SEGMENTS

We manage, operate and provide our products and services in

three business segments: Capital Access Platforms, Financial

Technology and Market Services. See Note 1, “Organization

and Nature of Operations,” for further discussion of our

reportable segments.

Our management allocates resources, assesses performance

and manages these businesses asthree separate segments. We

evaluate the performance of our segments based on several

factors, of which the primary financial measure is operating

income. Our chief operating decision maker, or CODM, who

is our Chair and Chief Executive Officer, does not review

total assets or statements of income below operating income

by segments as key performance metrics; therefore, such

information is not presented below.

The following tables present certain information regarding

our business segments for the three months ended September

30, 2026 and 2025:

The following tables present certain information regarding

our business segments for the nine months ended September

30, 2026 and 2025:

The information and amounts presented in the tables above

align with the segment-level information regularly provided

to our CODM. Directly consumed expenses, a significant

expense category, include both direct costs and costs of

shared resources consumed by the segment for revenue-

generating activities. Other expenses include indirect

overhead costs allocated to our segments. Other expenses

also include expenses allocated to our Corporate segment.

The following tables summarize revenues and expenses

allocated to our Corporate segment:

For further discussion of our segments’ results, see “Segment

Operating Results,” of “Part I, Item 2. Management’s

Discussion and Analysis of Financial Condition and Results

of Operations.”

The items in the preceding table are not included in the

measurement of segment profitability reviewed by our

CODM, as we believe they do not contribute to a meaningful

evaluation of a particular segment’s ongoing operating

performance. Management does not consider these items for

the purpose of evaluating the performance of our segments or

their managers or when making decisions to allocate

resources. Therefore, we believe performance measures

excluding the below items provide management with a useful

representation of our segments’ ongoing activity in each

period. These items, which are presented in the table above,

include the following:

•Revenues and expenses - divestitures: These amounts

reflect the revenues and expenses associated with our

various divestitures. See Note 4,“Acquisitions and

Divestitures,” for further discussion of these transactions.

•Amortization expense of acquired intangible assets: We

amortize intangible assets acquired in connection with

various acquisitions. Intangible asset amortization expense

can vary from period to period due to episodic acquisitions

completed, rather than from our ongoing business

operations. As such, if intangible asset amortization is

included in performance measures, it is more difficult to

assess the day-to-day operating performance of the

segments, and the relative operating performance of the

segments between periods.

•Merger and strategic initiatives expense: We have pursued

various strategic initiatives and completed acquisitions and

divestitures in recent years that have resulted in expenses

which would not have otherwise been incurred. These

expenses generally include integration costs, as well as

legal, due diligence and other third-party transaction costs.

The frequency and the amount of such expenses vary

significantly based on the size, timing and complexity of

the transactions.

◦For the three and nine months ended September 30,

2026, these costs included amounts associated with

various strategic initiative costs. For the three and nine

months ended September 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,” for further discussion of the restructuring

program.

•Legal and regulatory matters: For the three and nine

months ended September 30, 2026, this includes a

favorable legal settlement, recorded in general,

administrative and other expense in the Condensed

Consolidated Statements of Income. For the three and nine

months ended September 30, 2026 and 2025, this also

includes accruals relating to certain legal matters, which

are recorded in professional and contract services in the

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

general, administrative and other expense in the Condensed

Geographic Data

The following tables present total gross revenues by

geographic area for the three and nine months ended

September 30, 2026 and 2025. Revenues are classified based

upon the location of the customer.

No single customer accounted for 10.0% or more of our

revenues for the three and nine months ended September 30,

2026 and 2025.

The following table presents property and equipment, net by

geographic area as of September 30, 2026 and December 31,

2025. Property and equipment information is based on the

physical location of the assets.

Property and equipment, net for all other countries primarily

includes assets held in Sweden.

19. RESTRUCTURING CHARGES

In the fourth quarter of 2023, following the closing of the

Adenza acquisition, our management approved, committed to

and initiated a restructuring program, “Adenza

Restructuring” to optimize our efficiencies as a combined

organization. We 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. We have incurred costs principally related to

employee-related costs, contract terminations, asset

impairments and other related costsin 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, and all costs have been

incurred as of June 30, 2026. Total costs incurred since the

inception of the program were$139 million. We have

achieved benefits primarily in the form of expense synergies

with over$160 million net expense synergies actioned

through June 30, 2026.

Costs related to this program are recorded as restructuring

charges in the Condensed Consolidated Statements of

Income.

The following table presents a summary of the Adenza

restructuring program charges for the three and nine months

ended September 30, 2026 and 2025: