NASDAQ, INC. - Quarter Report: 2025 June (Form 10-Q)

Foreign currency translation adjustments Balance at June 30, 2025$ Financial TechnologyBalance at December 31, 2024$ Divestiture of business()Foreign currency translation adjustments Balance at June 30, 2025$ Market ServicesBalance at December 31, 2024$ Foreign currency translation adjustments Balance at June 30, 2025$ TotalBalance at December 31, 2024$ Divestiture of business()Foreign currency translation adjustments Balance at June 30, 2025$

impairment of goodwill for the three and six months ended June 30, 2025 and 2024; 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.

$ Customer relationships Trade names and other Foreign currency translation adjustment()()Total gross amount$ $

Accumulated Amortization:

Technology$()$()Customer relationships()()Trade names and other()()Foreign currency translation adjustment Total accumulated amortization$()$()

Net Amount:

Technology$ $ Customer relationships Trade names and other Foreign currency translation adjustment()()Total finite-lived intangible assets$ $ Indefinite-Lived Intangible AssetsExchange and clearing registrations$ $ Trade names Licenses Foreign currency translation adjustment()()Total indefinite-lived intangible assets$ $ Total intangible assets, net$ $

There was impairment of intangible assets for the three and six months ended June 30, 2025 and 2024.

$ Six Months Ended June 30,20252024(in millions)Amortization expense$ $

million as of June 30, 2025) of acquired finite-lived intangible assets as of June 30, 2025:


			(in millions)
Remainder of 2025			$
2026
2027
2028
2029
2030+
Total			$

$ Equity method investments Equity securities

Financial Investments

Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $ million as of June 30, 2025 and $ million as of December 31, 2024 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. The decrease in financial investments held for regulatory purposes as of June 30, 2025 is due to more regulatory capital being invested in shorter term investments, which meet the criteria to be classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

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 June 30, 2025 and 2024, our equity method investments primarily included our % equity interest in OCC.

The carrying amounts of our equity method investments are included in other non-current assets in the Condensed Consolidated Balance Sheets. impairments were recorded for the three and six months ended June 30, 2025 and 2024.

Net income recognized from our equity interest in the earning of these equity method investments was $ million and $ million for the three months ended June 30, 2025 and 2024, respectively, and $ million and $ million for the six months ended June 30, 2025 and 2024, respectively.

$ $()$ $ Annual Listings () Workflow & Insights () Other () Financial Technology:Financial Crime Management Technology () Regulatory Technology () Capital Markets Technology () Total$ $ $()$ $

In the above table:

•Additions reflect 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.

$ $ $ $ $ $ Annual Listings Workflow & Insights Other Financial Technology:Financial Crime Management Technology Regulatory Technology Capital Markets Technology Total$ $ $ $ $ $ $

Foreign

Currency

Translation

and

Accretion

June 30, 2025Short-term debt:

(in millions)

) ) ) ()$

In the table above, the 2026 Notes were reclassified to short-term debt as of June 30, 2025, including the balance as of December 31, 2024, for presentation purposes. Refer to “About this Form 10-Q” for further details about the aggregate principal amounts issued, coupon rates and maturities of the senior unsecured notes in the table above.

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 June 30, 2025, the amounts in the table above reflect the aggregate principal 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 $ million for the six months ended June 30, 2025. 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

million. In the table above, $ million reflects the repayment of $ million net of $ million of accretion recorded for the six months ended June 30, 2025. In the first quarter of 2025, we repurchased an aggregate principal amount of $ million of our 2028, 2034 and 2052 Notes, for a net purchase price of $ million, excluding accrued interest. In the table above, the $ million of repurchased debt is partially offset by $ million of accelerated accretion of discount and debt issuance costs on the notes. As a result of the early extinguishment of these notes, we recorded a pre-tax gain of $ million in general, administrative and other expense in the Condensed Consolidated Statements of Income.

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 % 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 %.

Net Investment Hedge

Credit Facilities

2022 Revolving Credit Facility

In December 2022, Nasdaq amended and restated its previously issued $ billion revolving credit facility, with a new maturity date of December 16, 2027. Nasdaq intends to use funds available under the 2022 Revolving Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. Nasdaq is permitted to repay borrowings under our 2022 Revolving Credit Facility at any time in whole or in part, without penalty.

amounts were outstanding on the 2022 Revolving Credit Facility. The $() 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 2022 Revolving Credit Facility agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of % to %, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the three and six months ended June 30, 2025 and 2024.

The 2022 Revolving Credit Facility contains financial and operating covenants. Financial covenants include a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s 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 2022 Revolving Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $ million, 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 2022 Revolving Credit Facility.

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 $ million as of June 30, 2025 and $ million as of December 31, 2024 in available liquidity, of which was utilized. Generally, these facilities each have a 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 six months ended June 30, 2025 and 2024.

% of the first % of eligible employee contributions.

$ $ $

Pension, SERP and Other Post-Retirement Benefit Plans

In June 2023, we terminated our U.S. pension plan and took steps to wind down the plan and transfer the resulting liability to an insurance company. This process was completed in 2024 and, as a result, we recorded a settlement pre-tax loss of $ million to compensation and benefits expense in the Condensed Consolidated Statements of Income for the six months ended June 30, 2024. We continue to 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.

$ $ $

Nonqualified Deferred Compensation Plan

10.

% discount for the ESPP for the three and six months ended June 30, 2025 and 2024, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(in millions)
Share-based compensation expense before income taxes	$	$	$	$

Common Shares Available Under Our Equity Plan

As of June 30, 2025, we had approximately 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 are 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 % on the first anniversary of the grant date, % 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 % on the second anniversary of the grant date, % on the third anniversary of the grant date, and the remainder on the fourth anniversary of the grant date.

In the table above, in addition to the annual employee grant described above, the granted amount also includes additional awards granted based on overachievement of performance metrics.

As of June 30, 2025, the total unrecognized compensation cost related to the outstanding PSU awards is $ million and is expected to be recognized over a weighted-average period of years.

stock option awards granted and stock options exercised for the three and six months ended June 30, 2025 and 2024.

$ $

Exercisable at June 30, 2025

$ $

As of June 30, 2025, the aggregate pre-tax intrinsic value represents the difference between our closing stock price on June 30, 2025 of $ 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 June 30, 2025 and 2024, million outstanding stock options were exercisable and the exercise price was $.

ESPP

We have an ESPP under which approximately million shares of our common stock were available for future issuance as of June 30, 2025. Under our ESPP, employees may purchase shares having a value not exceeding % of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the % discount that is given to our employees.

11.

shares of our common stock were authorized, shares were issued and shares were outstanding. As of December 31, 2024, shares of our common stock were authorized, shares were issued and shares were outstanding. The holders of common stock are entitled to vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of % of the then-outstanding shares of Nasdaq common stock.

shares of common stock in treasury as of June 30, 2025 and shares as of December 31, 2024, 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.

Share Repurchase Program

As of June 30, 2025, the remaining aggregate authorized amount under the existing share repurchase program was $ billion.

These 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.

Average price paid per share $

Total purchase price (in millions)

In the table above, the number of shares of common stock repurchased excludes an aggregate of shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs, and these repurchases are excluded from our repurchase program.

As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.

Preferred Stock

Our certificate of incorporation authorizes the issuance of shares of preferred stock, par value $ per share, issuable from time to time in one or more series. As of June 30, 2025 and December 31, 2024, shares of preferred stock were issued or outstanding.

Cash Dividends on Common Stock

March 14, 2025$ March 28, 2025April 23, 2025 June 13, 2025 June 27, 2025$

The total amount paid of $ million was recorded in retained earnings in the Condensed Consolidated Balance Sheets at June 30, 2025.

In July 2025, the board of directors approved a regular quarterly cash dividend of $ per share on our outstanding common stock. The dividend is payable on September 26, 2025 to shareholders of record at the close of business on September 12, 2025. The estimated aggregate payment of this dividend is $ 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.

$ Denominator: Weighted-average common shares outstanding for basic earnings per share Weighted-average effect of dilutive securities:Weighted-average effect of dilutive securities - Employee equity awards Weighted-average common shares outstanding for diluted earnings per share Basic and diluted earnings per share:Basic earnings per share$ $ Diluted earnings per share$ $ Six Months Ended June 30,20252024Numerator:(in millions, except share and per share amounts)Net income attributable to common shareholders$ $ Denominator:Weighted-average common shares outstanding for basic earnings per share Weighted-average effect of dilutive securities - Employee equity awards Weighted-average common shares outstanding for diluted earnings per share Basic and diluted earnings per share:Basic earnings per share$ $ 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 that were included in the computation of diluted earnings per share because their effect was antidilutive were immaterial for the three and six months ended June 30, 2025 and 2024.

13.

$ $ $ Time deposits Total assets at fair value$ $ $ $ December 31, 2024

Total

Level 1

Level 2

Level 3

(in millions)

European government debt securities

$ $ $ $

Swedish mortgage bonds

Time deposits Total assets at fair value$ $ $ $

Derivative Instruments

We utilize foreign exchange contracts primarily to reduce the volatility of earnings and cash flows associated with changes in foreign exchange rates. As of June 30, 2025, we have utilized 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 have also utilized 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 assets and other current liabilities in the Condensed Consolidated Balance Sheets. As of June 30, 2025 and December 31, 2024, the fair value of these contracts was not

billion as of June 30, 2025 and $ billion as of December 31, 2024. 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.”

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

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 June 30, 2025 and December 31, 2024, there were non-financial assets measured at fair value on a non-recurring basis.

14.

$ $ Margin deposits Total$ $ $

Of the total default fund contributions of $ million, Nasdaq Clearing can utilize $ million as capital resources in the event of a counterparty default. The remaining balance of $ million pertains to member posted surplus balances.

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 to 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.

million as of June 30, 2025 and $ million as of December 31, 2024, in accordance with its investment policy as follows:


	June 30, 2025	December 31, 2024
	(in millions)
Demand deposits	$	$
Central bank certificates
Restricted cash and cash equivalents	$	$
European government debt securities
Reverse repurchase agreements

Multilateral development bank debt securities
Investments	$	$
Total	$	$

In the table above, the change from December 31, 2024 to June 30, 2025 includes a favorable impact from currency translation adjustments of $ million for restricted cash and cash equivalents and $ million for investments.

For the six months ended June 30, 2025 and 2024, investments related to default funds and margin deposits, net includes purchases of investment securities of $ million and $ million, respectively, and proceeds from sales and redemptions of investment securities of $ million and $ 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 funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. 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.

million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial 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 helps 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 and liability was recorded as of June 30, 2025.

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 % of the clearing member’s aggregate contribution to the financial and commodities markets’ default funds.

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 $ million as of June 30, 2025;

•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;

•specific market default fund where the loss occurred (i.e., the financial or commodities market), which includes capital contributions of the clearing members on a pro-rata basis; and

•fully segregated senior capital for each specific market contributed by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $ million as of June 30, 2025.

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.

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

Fixed-income swaps and forwards

Stock options and forwards

Index options and forwards

Total$

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

Fixed-income swaps, futures and forwards

Stock options, futures and forwards

Index options, futures and forwards

Total

In the table above, the total volume in cleared power related to commodity contracts was Terawatt hours (TWh) and TWh for the six months ended June 30, 2025 and 2024, respectively. As noted above, beginning in January 2025, Nasdaq no longer offered seafood derivatives clearing.

Resale and Repurchase Agreements Contracts Outstanding and Cleared

The outstanding contract value of resale and repurchase agreements was $ billion and $ billion as of June 30, 2025 and 2024, respectively. The total number of resale and repurchase agreements contracts cleared was and for the six months ended June 30, 2025 and 2024, respectively.

15.

$ Liabilities:Current lease liabilitiesOther current liabilities$ $ Non-current lease liabilitiesOperating lease liabilities Total lease liabilities$ $ $ $ $ Variable lease cost Sublease income()()()()Total lease cost$ $ $ $

In the table above, operating lease costs include short-term lease costs, which were immaterial.

2026 2027 2028

2029

2030+

Total lease payments$ Less: interest()Present value of lease liabilities$

In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $ million.

Total lease payments in the table above excludes $ million of legally binding minimum lease payments for leases signed but not yet commenced.

Weighted-average discount rate %

The following table provides supplemental cash flow information related to Nasdaq’s operating leases:


	Six Months Ended June 30,
	2025	2024
	(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities	$	$

Lease assets obtained in exchange for operating lease liabilities	$	$

16.

$ Effective tax rate % %Six Months Ended June 30,20252024(in millions)Income tax provision$ $ Effective tax rate % %

The lower effective tax rate for the three and six months ended June 30, 2025, as compared to the prior year periods, was primarily due to a tax benefit related to payments made to former Adenza employees and the completion of an intra-group transfer of certain intellectual property rights to the U.S. headquarters in June of 2024.

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.

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law. As the enactment occurred after the close of the second quarter, any impact of the OBBBA is not reflected in our condensed consolidated financial statements. We are currently evaluating the comprehensive financial impact of the OBBBA and while we anticipate a positive impact, we do not expect it to be material to earnings in future periods.

17.

million as of June 30, 2025 and December 31, 2024. 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, and totaled $ million as of June 30, 2025 and $ million as of December 31, 2024 in available liquidity, of which was utilized.

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 have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc., which is a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the condensed consolidated financial statements of Nasdaq.

18.

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 as separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Our 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.

$ Direct and directly consumed expenses Other expenses Operating income$ $ Depreciation and amortization Purchase of property and equipment

Financial Technology:

Total revenues$ $ Direct and directly consumed expenses Other expenses Operating income$ $ Depreciation and amortization Purchase of property and equipment

Market Services:

Total revenues$ $ Transaction-based expenses()()Revenues less transaction-based expenses Direct and directly consumed expenses Other expenses Operating income$ $ Depreciation and amortization Purchase of property and equipment

Corporate Items:

Total revenues$ $ Other expenses Operating loss()$()

Amortization of acquired intangible assets

Consolidated:

Total revenues$ $ Transaction-based expenses()()Revenues less transaction-based expenses$ $ Direct and directly consumed expenses Other expenses Operating income$ $ Depreciation and amortization Purchase of property and equipment



	Six Months Ended June 30,
	2025		2024
	(in millions)
Capital Access Platforms
Total revenues	$		$
Direct and directly consumed expenses
Other expenses
Operating income	$		$

Depreciation and amortization
Purchase of property and equipment
Financial Technology
Total revenues	$		$
Direct and directly consumed expenses
Other expenses
Operating income	$		$

Depreciation and amortization
Purchase of property and equipment
Market Services
Total revenues	$		$
Transaction-based expenses	()		()
Revenues less transaction-based expenses	$		$
Direct and directly consumed expenses
Other expenses
Operating income	$		$

Depreciation and amortization
Purchase of property and equipment
Corporate
Total revenues	$		$
Other expenses
Operating loss	$	()	$	()

Amortization of acquired intangible assets

Consolidated
Total revenues	$		$
Transaction-based expenses	()		()
Revenues less transaction-based expenses	$		$
Direct and directly consumed expenses
Other expenses
Operating income	$		$

Depreciation and amortization
Purchase of property and equipment

$ Expenses:Amortization expense of acquired intangible assets Merger and strategic initiatives expense Restructuring charges Legal and regulatory matters

Expenses - divestiture

Other Total expenses$ $ Operating loss$()$()


	Six Months Ended June 30,
	2025		2024
	(in millions)
Revenues:
Divestiture	$		$
Expenses:
Amortization expense of acquired intangible assets
Merger and strategic initiatives expense
Restructuring charges
Legal and regulatory matters
Gain on extinguishment of debt	()
Pension settlement charge
Expenses - divestiture
Other
Total expenses	$		$
Operating loss	$	()	$	()

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 tables 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 tables above, include the following:

•Revenues and expenses - divestiture: 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 consideration was received. Migration of open positions are planned to take place by the end of the first quarter of 2026. We expect to wind down commodities clearing and trading services by the end of the second quarter of 2026, and the business to be wound down in the months following. In connection with the successful migration of open positions, Nasdaq may receive additional consideration in 2026 and 2027, and is expected to release regulatory capital in the medium term. Revenues and expenses related to this transaction are included as revenues and expenses - divestiture.

•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 transaction.

All other countries

Total$ $ Six Months Ended June 30,

2025

2024

(in millions)United States$ $ All other countries Total$ $

No single customer accounted for 10.0% or more of our revenues for the three and six months ended June 30, 2025 and 2024.

The following table presents property and equipment, net by geographic area as of June 30, 2025 and December 31, 2024. Property and equipment information is based on the physical location of the assets.


(in millions)	June 30, 2025	December 31, 2024
United States	$	$
All other countries
Total	$	$

19.

million in pre-tax charges. We have incurred costs principally related to employee-related costs, contract terminations, asset impairments and other related costs and expect to incur additional costs in these areas in an effort to accelerate efficiencies through location strategy and enhanced AI capabilities. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with approximately $ million net expense synergies actioned through June 30, 2025.

$ $ $ Divisional realignment Consulting servicesAdenza restructuring Divisional realignment Employee-related costsAdenza restructuring Divisional realignment OtherAdenza restructuring Divisional realignment Total restructuring charges$ $ $ $ Total Program Costs IncurredAdenza restructuring$

Divisional realignment*

$ 20252024(in millions, except per share amounts)%%%%%% (in millions, except per share amounts) %%%%%%

In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 3. Quantitative and Qualitative Disclosures About Market Risk.”

The following chart summarizes our ARR (in millions):

ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The ARR chart includes:


▪	Capital Access Platforms
	◦	Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business
	◦	Index data subscriptions and guaranteed minimum on futures contracts within our Index business
	◦	Subscription contracts under our Workflow & Insights business
▪	Financial Technology
	◦	Financial Crime Management Technology SaaS subscription contracts excluding one-time service requests
	◦	Regulatory Technology SaaS and subscription and support contracts excluding one-time service requests
	◦	Capital Markets Technology SaaS and subscription and support contracts excluding one-time service requests

The following chart summarizes our quarterly annualized SaaS revenues for Solutions, which comprises our Capital Access Platforms and Financial Technology segments, for June 30, 2025 and 2024 (in millions):

SEGMENT OPERATING RESULTS

The following tables present our revenues by segment:


	2025	2024
	(in millions)
%
%
%
%
%
%
%
%

	(in millions)
%
%
%
%
%
%
%
%

The following charts present our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses.

Capital Access Platforms

The following tables present revenues and ARR from our Capital Access Platforms segment:


	2025	2024
	(in millions)
%
%
%
%

	(in millions)
%
%
%
%


	As of June 30,
	2025		2024
ARR (in millions)	$	1,315	$	1,226

Data & Listing Services Revenues

The following tables present key drivers from our Data & Listing Services business:


	Three Months Ended June 30,
	2025	2024
IPOs
The Nasdaq Stock Market	79	39
The Nasdaq Stock Market - SPACs	41	8
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	6	5
Total new listings
The Nasdaq Stock Market	194	84
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	6	10

	Six Months Ended June 30,
	2025	2024
IPOs
The Nasdaq Stock Market	142	66
The Nasdaq Stock Market - SPACs	59	13
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	10	6
Total new listings
The Nasdaq Stock Market	364	163
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	15	12

	As of June 30,
	2025	2024
Number of listed companies
The Nasdaq Stock Market	4,238	4,004
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic	1,148	1,198

ARR (in millions)	726	668

In the tables above:

•The number of total listed companies on The Nasdaq Stock Market for the six months ended June 30, 2025 and 2024 included 914 and 645 ETPs, respectively.

•IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.

Data & Listing Services revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to new listings, data new sales and usage, and pricing, partially offset by delistings and lower amortization of prior period initial listing fees.

Index Revenues

The following table presents key drivers from our Index business:


	As of or Three Months Ended June 30,
	2025		2024
Number of licensed ETPs	422		373
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance	$	569	$	418
Net appreciation (depreciation)	88		115
Net impact of ETP sponsor switches	—		(17)
Net inflows	88		53
Ending balance	$	745	$	569
Quarterly average ETP AUM tracking Nasdaq indices (in billions)	$	663	$	531

ARR (in millions)	$	80	$	74

In the table above, TTM represents trailing twelve months. The number of listed ETPs as of June 30, 2024 was updated to reflect a revised methodology whereby an ETP listed on multiple exchanges is counted as one product, rather than formerly being counted per exchange. This change had no impact on reported AUM.

Index revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher average AUM in exchange traded products linked to Nasdaq indices and growth in trading volume on derivatives contracts linked to the Nasdaq-100 Index. The increase in the first six months ending June 30, 2025 is partially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow & Insights business:


	As of or Three Months Ended June 30,
	2025		2024
	(in millions)
ARR	$	509	$	484
Quarterly annualized SaaS revenues	439		414

Workflow & Insights revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 reflecting an increase in analytics revenues, largely driven by eVestment and Nasdaq Alternative Data sales growth.

Financial Technology

The following tables present revenues from our Financial Technology segment:


	2025	2024
%
%
%
%

	(in millions)
%
%
%
%

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial Crime Management Technology business:


	As of or Three Months Ended June 30,
	2025		2024
	(in millions)
ARR and Quarterly annualized SaaS revenues	$	308	$	258

Financial Crime Management Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher subscription revenues from new sales and price increases to existing clients, and revenue from new clients.

Regulatory Technology Revenues

The following table presents key drivers for our Regulatory Technology business:


	As of or Three Months Ended June 30,
	2025		2024
	(in millions)
ARR	$	376	$	338
Quarterly annualized SaaS revenues	204		180

Regulatory Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to increased subscription revenue from new sales and price increases to existing clients, and revenue from new clients from our AxiomSL and Surveillance product offerings.

Capital Markets Technology Revenues

The following table presents key drivers for our Capital Markets Technology business:


	As of or Three Months Ended June 30,
	2025		2024
	(in millions)
ARR	$	932	$	846
Quarterly annualized SaaS revenues	147		123

Capital Markets Technology revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024. The increase was primarily due to higher subscription revenues from new sales and price increases to existing clients, and revenue from new clients across all businesses and higher market technology professional services revenues.

Market Services

The following tables present revenues from our Market Services segment:

(in millions)

Transaction-based expenses:

(in millions)

Transaction-based expenses:

The following tables present net revenues by product from our Market Services segment:


	2025	2024
	(in millions)
%
%
%
%
%

	(in millions)
%
%
%
%
%

In the preceding tables, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading.

U.S. Equity Derivative Trading

The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business:


	2025	2024
	(in millions)
%
%
Transaction-based expenses:
%
%
%
%

	(in millions)
%
%
%
%
%
%

Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees decreased for the three months of 2025 compared with the same period in 2024 primarily due to a lower average SEC fee rate. The increase in the first six months of 2025 compared with the same period in 2024 is primarily due to higher average SEC fee rates, partially offset by a rate change in the second quarter of 2025. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.


	Three Months Ended June 30,
	2025		2024

Total industry average daily volume (in millions)	52.5		42.1
Nasdaq PHLX matched market share	9.6	%	9.9	%
The Nasdaq Options Market matched market share	4.3	%	5.5	%
Nasdaq BX Options matched market share	1.7	%	2.3	%
Nasdaq ISE Options matched market share	6.6	%	6.9	%
Nasdaq GEMX Options matched market share	4.4	%	2.6	%
Nasdaq MRX Options matched market share	2.8	%	2.1	%
Total matched market share executed on Nasdaq’s exchanges	29.4	%	29.3	%
	Six Months Ended June 30,
	2025		2024
U.S. equity options
Total industry average daily volume (in millions)	53.0		42.7
Nasdaq PHLX matched market share	9.4	%	10.1	%
The Nasdaq Options Market matched market share	4.7	%	5.4	%
Nasdaq BX Options matched market share	1.7	%	2.3	%
Nasdaq ISE Options matched market share	6.7	%	6.6	%
Nasdaq GEMX Options matched market share	4.0	%	2.6	%
Nasdaq MRX Options matched market share	2.8	%	2.3	%
Total matched market share executed on Nasdaq’s exchanges	29.3	%	29.3	%

U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.

Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher industry trading volumes.

Cash Equity Trading Revenues

The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:


	2025	2024
	(in millions)
%
%
Transaction-based expenses:
%
%
%
%

	(in millions)
%
%
%
%
%
%

See the discussion above for an explanation of Section 31 fees for the three and six months ended June 30, 2025 as compared with the same period in 2024.


	Three Months Ended June 30,
	2025			2024
Total U.S.-listed securities
Total industry average daily share volume (in billions)	18.4			11.8
Matched share volume (in billions)	158.4			119.3
The Nasdaq Stock Market matched market share	13.5		%	15.6		%
Nasdaq BX matched market share	0.3		%	0.3		%
Nasdaq PSX matched market share	0.1		%	0.2		%
Total matched market share executed on Nasdaq’s exchanges	13.9		%	16.1		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	47.7		%	42.9		%
Total market share	61.6		%	59.0		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	804,121			663,897
Total average daily value of shares traded (in billions)	$	5.7		$	4.7
Total market share executed on Nasdaq’s exchanges	71.9		%	74.1		%

	Six Months Ended June 30,
	2025			2024
Total U.S.-listed securities
Total industry average daily share volume (in billions)	17.1			11.8
Matched share volume (in billions)	295.5			236.0
The Nasdaq Stock Market matched market share	13.8		%	15.7		%
Nasdaq BX matched market share	0.3		%	0.3		%
Nasdaq PSX matched market share	0.1		%	0.2		%
Total matched market share executed on Nasdaq’s exchanges	14.2		%	16.2		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility	47.9		%	42.2		%
Total market share	62.1		%	58.4		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges	796,426			665,183
Total average daily value of shares traded (in billions)	$	5.5		$	4.7
Total market share executed on Nasdaq’s exchanges	71.2		%	73.3		%

Cash equity trading revenues and cash equity trading revenues, net increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. and European industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower capture rate.

Transaction rebates increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq’s exchanges. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.

U.S. Tape Plans

The following tables present revenues from our U.S. Tape plans business:


	2025	2024
	(in millions)
%

	(in millions)
%

U.S. Tape plans revenues increased for the three and the first six months of 2025 compared with the same periods in 2024 primarily due to usage volume, higher share and higher one-time industry-wide adjustments.

Other

Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues from our Other business:


	2025	2024
	(in millions)
%

	(in millions)
%

In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million and $5 million for the three months ended June 30, 2025 and 2024, respectively, and $13 million and $11 million for the six months ended June 30, 2025 and 2024, respectively.

Other revenues increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to an increase in Nordic derivatives revenues and Canadian cash equity revenues.

Other Revenues

For the three and six months ended June 30, 2025 and 2024, Other revenues include revenues related to our Nordic power futures business. See Note 4, "Divestitures," for further discussion.

EXPENSES

Operating Expenses

The following tables present our operating expenses:

(in millions)

The increase in compensation and benefits expense for the three and six months ended June 30, 2025 compared with the same periods in 2024 was primarily driven by increased headcount and higher incentive compensation. The increase in the first six month of 2025 compared with the same period in 2024 was partially offset by a pre-tax charge of $23 million in the first quarter of 2024 resulting from the finalization of the termination of our pension plan.

Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,492 employees as of June 30, 2025 from 8,658 employees as of June 30, 2024, as we support revenue growth and innovation.

Professional and contract services expense remained relatively flat for the three months of 2025 compared with the same period in 2024. Professional and contract services expense increased in the first six months of 2025 compared with the same period in 2024 primarily due to certain legal fee accruals.

Technology and communication infrastructure expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to increased investment in technology, particularly our cloud initiatives and software licensing.

Occupancy expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to colocation data center growth.

General, administrative and other expense decreased for the three months ended June 30, 2025 as compared with the same period in 2024 due to a change in classification of costs related to the CAT from general, administrative and other expense to regulatory expense, beginning in the fourth quarter of 2024. The decrease for the first six months of 2025 compared with the same period in 2024 is primarily due to a gain on extinguishment of debt recorded in the first six months of 2025 as well as the reclassification described above. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Marketing and advertising expense increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to higher client incentive spending resulting from increased IPO activity.

Depreciation and amortization expense increased slightly for the three and six months ended June 30, 2025 compared with the same period in 2024 due to increased depreciation of capitalized software projects.

Regulatory expense decreased for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to the settlement of an SFSA fine in the second quarter of 2024, partially offset by an increase relating to a change in classification of costs related to the CAT described above. Regulatory expense increased in the first six months of 2025 as compared with the same period in 2024, as the impacts described above were more than offset by an increase in CAT operating fees.

We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the three and six months ended June 30, 2025, and June 30, 2024 these costs included Adenza integration costs and other strategic initiative costs. For the three and six months ended June 30, 2024, these costs were partially offset by recognition of a termination fee due to Nasdaq in the second quarter of 2024 related to the termination of the then proposed divestiture of our Nordic power futures business. For the three and six months ended June 30, 2025, these costs included a repayment of a portion of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.

Restructuring charges decreased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to the completion of our divisional realignment program in September 2024.

We further expanded our Adenza restructuring program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies with annual cost savings of $140 million by the end of 2025, inclusive of the $80 million of net expense synergies related to the AxiomSL and Calypso acquisition. We have actioned approximately $130 million of net expense synergies through June 30, 2025.

For further discussion related to both programs described above, see Note 19, “Restructuring Charges,” to the condensed consolidated financial statements.

Non-Operating Income and Expenses

The following tables present our non-operating income and expenses:


	2025	2024
	(in millions)
%
%
%
%
%

	(in millions)
%
%
%

%
%
%

The following tables present our interest expense:


	2025	2024
	(in millions)
%
%
%
%

	(in millions)
%
%
%
%

Interest income increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to a higher average cash balance.

Interest expense decreased for the three and six months ended June 30, 2025 compared with the same periods in 2024 primarily due to lower outstanding debt following the repayment of our 2025 Notes and the partial repurchases of several series of outstanding senior unsecured notes. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Net gains on divestitures for the three and six months ended June 30, 2025 relates to the divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

Other income primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program.

Net income from unconsolidated investees increased for the three and six months ended June 30, 2025 compared with the same periods in 2024 due to higher income recognized from our equity method investment in OCC driven by higher industry volumes. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Tax Matters

The following tables present our income tax provision and effective tax rate:


	2025		2024
	($ in millions)
%
Effective tax rate	17.5	%	34.9	%

	Six Months Ended June 30,				Percentage Change
	(in millions)
%
Effective tax rate	18.3	%	30.3	%

For further discussion of our tax matters, see Note 16, “Income Taxes,” to the condensed consolidated financial statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance with U.S. GAAP, we also provide non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share in this Quarterly Report on Form 10-Q. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.

The following tables present reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share:


	Three Months Ended June 30,
	2025			2024
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$	452		$	222
Non-GAAP adjustments:
Amortization expense of acquired intangible assets	122			122
Merger and strategic initiatives expense	20			4
Restructuring charges	9			56
Net gain on divestitures	(39)			—
Net income from unconsolidated investees	(23)			(2)
Legal and regulatory matters	1			13
Other	1			(10)
Total non-GAAP adjustments	$	91		$	183
Total non-GAAP tax adjustments	(24)			(41)
Other tax adjustments	(27)			33
Total non-GAAP adjustments, net of tax	$	40		$	175
Non-GAAP net income attributable to Nasdaq	$	492		$	397
U.S. GAAP effective tax rate	17.5		%	34.9		%
Total adjustments from non-GAAP tax rate	5.5		%	(10.7)		%
Non-GAAP effective tax rate	23.0		%	24.2		%

Weighted-average common shares outstanding for diluted earnings per share	579.0			579.0

U.S. GAAP diluted earnings per share	$	0.78		$	0.38
Total adjustments from non-GAAP net income	0.07			0.31
Non-GAAP diluted earnings per share	$	0.85		$	0.69


	Six Months Ended June 30,
	2025			2024
	(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq	$	847		$	456
Non-GAAP adjustments:
Amortization expense of acquired intangible assets	243			244
Merger and strategic initiatives expense	44			13
Restructuring charges	15			82
Gain on extinguishment of debt	(19)			—
Net gain on divestitures	(39)			—
Net income from unconsolidated investees	(50)			(6)
Legal and regulatory matters	4			16
Pension settlement charge	—			23
Other	1			(9)
Total non-GAAP adjustments	$	199		$	363
Total non-GAAP tax adjustments	(70)			(88)
Other tax adjustments	(27)			33
Total non-GAAP adjustments, net of tax	$	102		$	308
Non-GAAP net income attributable to Nasdaq	$	949		$	764
U.S. GAAP effective tax rate	18.3		%	30.3		%
Total adjustments from non-GAAP tax rate	4.9		%	(5.4)		%
Non-GAAP effective tax rate	23.2		%	24.9		%

Weighted-average common shares outstanding for diluted earnings per share	579.5			578.9

U.S. GAAP diluted earnings per share	$	1.46		$	0.79
Total adjustments from non-GAAP net income	0.18			0.53
Non-GAAP diluted earnings per share	$	1.64		$	1.32

We believe that excluding the following items from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods:

•Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses and the relative operating performance of the businesses between periods.

•Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs.

◦For the three and six months ended June 30, 2025, and June 30, 2024, these costs included Adenza integration costs and other strategic initiative costs. For the three and six months ended June 30, 2024, these costs were partially offset by the recognition of a termination fee due to Nasdaq in the second quarter of 2024, related to the termination of the then proposed divestiture of our Nordic power futures business. For the three and six months ended June 30, 2025, these costs included a repayment of this fee due to the closing of the transaction with another buyer, as designated in the settlement agreement.

•Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, to optimize our efficiencies as a combined organization. We further expanded this restructuring program in the fourth quarter of 2024 to accelerate our momentum. In addition, we completed our divisional realignment program in September 2024. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of these programs.

•Net income from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

•Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:

◦Net gain on divestitures: For the three and six months ended June 30, 2025, this includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions.

◦Gain on extinguishment of debt: For the six months ended June 30, 2025, this includes a gain on

extinguishment of debt, which is recorded under general, administrative and other expense in the Condensed Consolidated Statements of Income. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

◦Legal and regulatory matters: For the three and six months ended June 30, 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2024, this primarily related to the settlement of an SFSA fine.

◦Pension settlement charge: For the six months ended June 30, 2024, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits expense in the Condensed Consolidated Statements of Income.

◦Other: For the three and six months ended June 30, 2024, other items include net gains from strategic investments entered into through our corporate venture program, which are included in other income in our Consolidated Statements of Income.

•Tax adjustments: The non-GAAP adjustment to the income tax provision for all periods primarily includes the tax impact of each non-GAAP adjustment. For the three and six months ended June 30, 2025, other tax adjustments reflect a tax benefit related to payments made to certain former Adenza employees. For the six months ended June 30, 2025, this also reflects the release of a prior year reserve following a favorable audit settlement. For the three and six months ended June 30, 2024, other tax adjustments reflect a one-time net tax expense of $33 million related to the completion of an intra-group transfer of certain IP assets to our U.S. headquarters.

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing internal investments, debt repayments, and shareholder return activity, including dividends and share repurchases, and potential acquisitions.

We expect that our current cash and cash equivalents combined with cash flows provided by operating activities, supplemented with our borrowing capacity and access to additional financing, including our revolving credit facility and our commercial paper program, provides us additional flexibility to meet our ongoing obligations and the capital deployment strategic actions described above, while allowing us to invest in activities and product development that support the long-term growth of our operations.

Principal factors that could affect the availability of our internally-generated funds include:

• deterioration of our revenues in any of our business segments;

• changes in regulatory and working capital requirements; and

•an increase in our expenses.

Principal factors that could affect our ability to obtain cash from external sources include:

• operating covenants contained in our credit facilities that limit our total borrowing capacity;

• credit rating downgrades, which could limit our access to additional debt;

• a significant decrease in the market price of our common stock; and

• volatility or disruption in the public debt and equity markets.

The following table summarizes selected measures of our liquidity and capital resources:


	June 30, 2025		December 31, 2024
	(in millions)
Working capital	$	(305)	$	(116)
Cash and cash equivalents	732		592
Financial investments	84		184

Working Capital

The decrease in working capital from December 31, 2024 to June 30, 2025, excluding default funds and margin deposits, which are both equal and offsetting, is primarily due to an increase in current liabilities partially offset by an in increase in current assets..

Increased current liabilities were primarily due to:

•higher deferred revenue due to the timing of annual listings billings,

•reclassification of 2026 Notes to short-term debt, and

•increased Section 31 fees payable due to timing of payment; partially offset by,

•a decrease in other current liabilities, and

•a decrease in accrued personnel costs due to timing of incentive compensation payments.

Increased current assets were primarily due to:

•higher restricted cash primarily due to the movement of regulatory capital to shorter term investments qualifying as cash equivalents, and

•an increase in cash and cash equivalents; partially offset by

•decreased receivables, net due to timing of billings,

•lower financial investments at fair value offset in restricted cash above, and

•a decrease in other current assets.

Cash and Cash Equivalents

Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of June 30, 2025, our cash and cash equivalents of $732 million were primarily invested in money market funds, European government debt securities and bank deposits.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $235 million as of June 30, 2025 and $181 million as of December 31, 2024. The remaining balance held in the U.S. totaled $497 million as of June 30, 2025 and $411 million as of December 31, 2024.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $195 million as of June 30, 2025 and $31 million as of December 31, 2024, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Condensed Consolidated Balance Sheets. The increase in this balance as of June 30, 2025 is primarily due to more regulatory capital being invested in shorter term investments, which are classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets as of June 30, 2025. As of December 31, 2024, we had more regulatory capital being invested in longer term investments, which were classified as financial investments in the Condensed Consolidated Balance Sheets.

Cash Flow Analysis

The following table summarizes the changes in cash flows:


	Six Months Ended June 30,
	2025		2024
Net cash provided by (used in):	(in millions)
Operating activities	$	1,409	$	990
Investing activities	(317)		(18)
Financing activities	(2,545)		(2,333)

Net Cash Provided by Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, depreciation and amortization expense, expense associated with share-based compensation, net income from unconsolidated investees and the effects of changes in working capital. Refer to the above discussion regarding changes in working capital.

Net cash provided by operating activities increased $419 million for the six months ended June 30, 2025 compared with the same period in 2024. The increase was primarily driven by an increase in net income and changes in working capital, as discussed above.

Net Cash Used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2025 primarily relates to net purchases of investments related to default funds and margin deposits of $375 million, purchases of property and equipment of $108 million and other investing activities of $11 million primarily related to our corporate venture program, partially offset by proceeds from sales and redemption of securities, net, of $125 million and proceeds from divestitures of $52 million.

Net cash used in investing activities for the six months ended June 30, 2024 primarily related to purchases of property and equipment of $91 million and other investing activities of $18 million primarily related to our corporate venture program, partially offset by net proceeds from sales and redemption of investments related to default funds and margin deposits of $86 million and proceeds from the sale and redemption of trading securities, net, of $5 million.

Net Cash Used in Financing Activities

Net cash used in financing activities for the six months ended June 30, 2025 primarily relates to a decrease in default funds and margin deposits of $1,350 million, repayments of debt including the repayment of our 2025 Notes for $400 million and the partial repayment of our 2028, 2034 and 2052 Notes for $257 million, dividend payments to our shareholders of $293 million, repurchases of common stock of $215 million and payments related to employee shares withheld for taxes of $59 million.

Net cash used in financing activities for the six months ended June 30, 2024 related to a decrease in default funds and margin deposits of $1,396 million, repayment of the 2023 Term Loan of $340 million, dividend payments to our shareholders of $265 million, repayments of our commercial paper, net, of $241 million, repurchases of common stock of $58 million and payments related to employee shares withheld for taxes of $54 million.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock.

Financial Investments

Our financial investments totaled $84 million as of June 30, 2025 and $184 million as of December 31, 2024. Of these securities, $73 million as of June 30, 2025 and $171 million as of December 31, 2024 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. The decrease in financial investments held for regulatory purposes as of June 30, 2025 is due to more regulatory capital being invested in shorter term investments, which meet the criteria to be classified as cash equivalents, and are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Regulatory Capital Requirements

Clearing Operations Regulatory Capital Requirements

We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of June 30, 2025, our required regulatory capital of $157 million was primarily comprised of cash equivalents that are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets and highly rated European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.

Broker-Dealer Net Capital Requirements

Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of June 30, 2025, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $25 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Nordic and Baltic Exchange Regulatory Capital Requirements

The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of June 30, 2025, our required regulatory capital of $42 million was primarily invested in European government bills that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Other Capital Requirements

We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of June 30, 2025, other required regulatory capital of $12 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.

Equity and dividends

Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends paid per common share on our outstanding common stock:


	2025		2024
First quarter	$	0.24	$	0.22
Second quarter	0.27		0.24


Total	$	0.51	$	0.46

See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends.

Debt Obligations

Our outstanding debt obligations, by contractual maturity, at June 30, 2025 are as follows (in U.S. Dollar millions):

n U.S. Notes n Euro Notes

In the second quarter of 2025, we repaid in full the 2025 Notes for an aggregate of $400 million. In the first quarter of 2025, we repurchased an aggregate principal amount of $279 million of our 2028, 2034 and 2052 Notes, for a net purchase price of $257 million, excluding accrued interest.

As of June 30, 2025, the weighted average interest rate on our debt obligations was approximately 3.7%, and for the six months ended June 30, 2025, the weighted average interest rate on our debt obligations was approximately 3.86%. This rate can fluctuate based on changes in interest rates for our variable rate debts, changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt. In addition to the 2022 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. These European credit facilities, which are available in multiple currencies, totaled $203 million as of June 30, 2025 and $174 million as of December 31, 2024 in available liquidity, none of which was utilized.

As of June 30, 2025, we were in compliance with the covenants of all of our debt obligations.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

CONTRACTUAL OBLIGATIONS AND CONTINGENT COMMITMENTS

Nasdaq has contractual obligations to make future payments under debt obligations by contract maturity, operating lease payments, and other obligations. The following table summarizes material cash requirements for known contractual and other obligations as of June 30, 2025, and the estimated timing thereof.


	Payments Due by Period
(in millions)	Total		<1 year		1-3 years		3-5 years		5+ years
Debt obligation by contractual maturity	$	14,596	$	844	$	1,530	$	1,958	$	10,264
Operating lease obligations	633		74		151		139		269
Purchase obligations	1,489		141		217		247		884
Total	$	16,718	$	1,059	$	1,898	$	2,344	$	11,417

In the table above:

•Debt obligations by contractual maturity include both principal and interest obligations. For our Euro Notes, interest is calculated on an actual basis while all other debt obligations were primarily calculated on a 365-day basis at the contractual fixed rate multiplied by the aggregate principal amount as of June 30, 2025. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

•Operating lease obligations represent our undiscounted operating lease liabilities as of June 30, 2025, as well as legally binding minimum lease payments for leases signed but not yet commenced. See Note 15, “Leases,” to the condensed consolidated financial statements for further discussion of our leases.

•Purchase obligations primarily represent minimum outstanding obligations due under software license agreements. The balance as of June 30, 2025 is primarily comprised of our multi-year Amazon Web Services partnership contract, which we expanded and extended in the first quarter of 2025. This contract will benefit both our Financial Technology and Market Services segments, including their modernization. The expansion of this contract is not expected to increase our cloud expense compared to our expectation over the short term or the life of the contract, and preserves flexibility beyond our forecast.

OFF-BALANCE SHEET ARRANGEMENTS

For discussion of off-balance sheet arrangements see:

• Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and

• Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of:

◦Guarantees issued and credit facilities available;

◦Other guarantees; and

◦Routing brokerage activities.

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. All of our outstanding debt obligations are fixed-rate obligations. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate derivatives agreements to manage that risk.

Financial Investments

As of June 30, 2025, 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, 2025, would not have a material impact on our financial statements.

Debt Obligations

As of June 30, 2025, all of our outstanding debt obligations are fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 8, “Debt Obligations,” to the condensed consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2022 Revolving Credit Facility, as this facility has a variable interest rate. We may also be exposed to changes in interest rates if there are amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of June 30, 2025, there were no outstanding borrowings under our 2022 Revolving Credit Facility or commercial paper program.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the three and six months ended June 30, 2025 is presented in the following table:


	Euro	Swedish Krona	Canadian Dollar	Other Foreign Currencies	U.S. Dollar
	(in millions, except currency rate)
Three Months Ended June 30, 2025
Average foreign currency rate to the U.S. dollar	1.134	0.104	0.723	#	N/A
Percentage of revenues less transaction-based expenses	7.4%	3.4%	0.6%	3.6%	85.0%
Percentage of operating income	10.6%	(3.7)%	(7.0)%	(7.7)%	107.8%
Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses	$(10)	$(4)	$(1)	$(5)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(6)	$(2)	$(4)	$(4)	$—


	Euro	Swedish Krona	Canadian Dollar	Other Foreign Currencies	U.S. Dollar
	(in millions, except currency rate)
Six Months Ended June 30, 2025
Average foreign currency rate to the U.S. dollar	1.092	0.098	0.710	#	N/A
Percentage of revenues less transaction-based expenses	7.3%	3.4%	0.6%	3.5%	85.2%
Percentage of operating income	10.8%	(2.7)%	(6.7)%	(8.0)%	106.6%
Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses	$(19)	$(9)	$(1)	$(9)	$—
Impact of a 10% adverse currency fluctuation on operating income	$(12)	$(3)	$(8)	$(8)	$—

__________

# Represents multiple foreign currency rates.

N/A Not 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. Additionally, the tables do not include the offsetting impact of our hedging programs.

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 do not use these contracts for speculative trading purposes. 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, 2025, 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, 2025 is presented in the following table:


	Net Assets		Impact of a 10% Adverse Currency Fluctuation
	(in millions)
Swedish Krona	$	3,238	$	(324)
Canadian Dollar	145		(15)
Norwegian Krone	134		(13)
Australian Dollar	97		(10)
British Pound	93		(9)

In the table above, Swedish Krona includes goodwill of $2,423 million and intangible assets, net of $506 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. We enter into foreign exchange contracts to hedge a portion of our net investment in certain foreign subsidiaries. We do not use these contracts for speculative trading purposes. These foreign exchange contracts are carried at fair value, with maturities ranging up to eight years. We record changes in fair value in other non-current liabilities and accumulated other comprehensive income in the Condensed Consolidated Balance Sheets. The accumulated gains and losses associated with these instruments will remain in accumulated other comprehensive income 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.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Nasdaq’s management, with the participation of Nasdaq’s Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of Nasdaq’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, Nasdaq’s Chief Executive Officer and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, Nasdaq’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in Nasdaq’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See “Legal and Regulatory Matters” of Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for a description of our legal proceedings, if any.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our most recent Form 10-K. These risks could materially and adversely affect our business, financial condition and results of operations. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended June 30, 2025:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
April 2025
Share repurchase program	542,471	$	74.45	542,471	$	1,590

Employee transactions	427,922	$	76.74	N/A	N/A
May 2025
Share repurchase program	—	$	—	—	$	1,590

Employee transactions	467	$	76.46	N/A	N/A
June 2025
Share repurchase program	689,445	$	87.05	689,445	$	1,530

Employee transactions	6,897	$	85.77	N/A	N/A
Total Quarter Ended June 30, 2025
Share repurchase program	1,231,916	$	81.50	1,231,916	$	1,530

Employee transactions	435,286	$	76.88	N/A	N/A

In the preceding table:

•N/A - Not applicable.

•See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

•Employee transactions represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs previously issued to employees.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended June 30, 2025, none of the Company’s directors or officers , or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits


Exhibit Number

1 0.1						Board Compensation Policy, as amended and restated effective as of June 11, 2025.*

1 0.2						Form of Nasdaq Restricted Stock Unit Award Certificate (employees).*

1 0.3						Form of Nasdaq Restricted Stock Unit Award Certificate (directors).*

1 0.4						Form of Nasdaq Three-Year Performance Share Unit Agreement.*

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).

31.2						Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley.

32.1						Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley.

101						The following materials from the Nasdaq, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024; (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024; (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024; (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024; and (vi) notes to condensed consolidated financial statements.

104						Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

____________

* Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 25, 2025.


Nasdaq, Inc.
(Registrant)

By:			/s/ Adena T. Friedman
Name:			Adena T. Friedman
Title:			Chief Executive Officer
Date:			July 25, 2025


By:			/s/ Sarah Youngwood
Name:			Sarah Youngwood
Title:			Executive Vice President and Chief Financial Officer
Date:			July 25, 2025

NASDAQ, INC. - Quarter Report: 2025 June (Form 10-Q)

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