NASDAQ, INC.
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
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FY2025 · Filed Feb 12, 2026
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Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting
Firm
To the Stockholders and the Board of Directors of Nasdaq,
Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance
sheets of Nasdaq, Inc. (the Company) as of December 31,
2025 and 2024, the related consolidated statements of
income, comprehensive income, changes in stockholders’
equity and cash flows for each of the three years in the period
ended December 31, 2025, and the related notes(collectively
referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company
at December 31, 2025 and 2024, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 2025, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over
financial reporting as of December 31, 2025, based on
criteria established in Internal Control—Integrated
Organizations of the Treadway Commission (2013
framework), and our report dated February 12, 2026
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of
the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of
material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter
arising from the current period audit of the financial
statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the
critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on
the accounts or disclosure to which it relates.
| Calypso and AxiomSL on-premises license revenue recognition | |
| Description of the Matter | As described in Notes 2 and 3 to the consolidated financial statements, the Company recognizes revenue within its Regulatory Technology and Capital Markets Technology products for AxiomSL and Calypso on-premises license agreements, respectively. The AxiomSL on-premises software offering includes both license and post-contract customer support, which includes frequent and ongoing mandatory regulatory updates. Both the AxiomSL on-premises license and the post-contract customer support, inclusive of the frequent and ongoing mandatory regulatory updates, are accounted for as a single performance obligation and recognized ratably over the contract term. For the on-premises Calypso capital markets product, distinct performance obligations are recognized for the license and post-contract customer support and the performance obligation of the on-premises license revenue is recognized upfront at the point in time when the software is made available to the user. Post-contract customer support is recognized over time on a ratable basis over the contract period.Auditing the Company’s identification of performance obligations along with the timing over which those performance obligations are satisfied for the acquired AxiomSL and Calypso on-premises license agreements required complex judgment. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products. To test the Company’s judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Company’s AxiomSL and Calypso service offerings and evaluating management’s conclusions regarding which were distinct. We read a sample of executed contracts to assess management’s evaluation of significant terms, including the determination of distinct performance obligations. |
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/s/Ernst & Young LLP
We have served as the Company’s auditor since 1986.
New York, New York
February 12, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.