NDAQ Filings — Nasdaq, Inc.

NDAQ Filings — Nasdaq, Inc. - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Original filing text

Management's Discussion and Analysis

The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q. Certain percentages and per share amounts herein may not sum or recalculate due to rounding. EXECUTIVE OVERVIEW Nasdaq is a leading technology platform that powers the world’s economies. We architect the infrastructure of the world’s most modern markets, power the innovation economy, and build trust in the financial system. We empower economic opportunity by designing and deploying the technology, data, and advanced analytics that enable our clients to capture opportunities, navigate risk, and strengthen resilience. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. Second Quarter 2026 Highlights and Recent Developments •Nasdaq welcomed seven of the 10 largest operating company IPOs on the U.S. exchanges, including SpaceX, the largest IPO in history with $86 billion in offering proceeds. Nasdaq set a quarterly record for total proceeds raised, with 26 operating company IPOs joining the U.S. listings franchise, raising over $105 billion in offering proceeds. Nasdaq achieved a 74% win rate across eligible U.S. operating companies, direct listings, and SPAC business combinations. •Our Index business generated net inflows of $109 billion over the last twelve months, including $51 billion in the second quarter. Our end-of-period and average ETP AUM reached new milestones, both exceeding $1.0 trillion for the first time ever. During the quarter, Nasdaq launched 34 new products, including 11 in the institutional annuity space and 17 international products. •Financial Technology delivered double-digit revenue growth in each subdivision for the second consecutive quarter. Financial Technology delivered 16% revenue growth and 16% ARR growth. During the second quarter of 2026, Nasdaq signed 58 new clients, 7 cross-sells, and 107 upsells. •Market Services delivered record quarterly net revenues partially driven by record U.S. equity options volumes, supported by record industry volumes. Nasdaq’s Closing Cross achieved new records in notional value traded across both the June Triple Witch and Russell reconstitution. Macroeconomic environment Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, the accelerated pace of technological change, the geopolitical environment, current or expected inflation, interest rate fluctuations, the threat or imposition of broad- based tariffs, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control. For example, higher overall U.S. trading volumes for the six months ended June 30, 2026 compared with the same period in 2025 led to an increase in our U.S. equities options and U.S. cash equities revenues. Market factors also contributed to higher valuations in Nasdaq Indices, higher overall volumes in Index derivatives and a strengthening IPO environment. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. Nasdaq’s Operating Results The following tables summarize our financial performance for the three and six months ended June 30, 2026 compared to the same periods in 2025. For a detailed discussion of our results of operations, see “Segment Operating Results” below. Three Months Ended June 30, Percentage Change 2026 2025 (in millions, except per share amounts) Revenues less transaction-based expenses $1,500 $1,306 14.9% Operating expenses 788 738 6.9% Operating income $712 $568 25.2% Net income attributable to Nasdaq $507 $452 12.2% Diluted earnings per share $0.89 $0.78 14.5% Cash dividends declared per common share $0.31 $0.27 14.8% Six Months Ended June 30, Percentage Change 2026 2025 (in millions, except per share amounts) Revenues less transaction-based expenses $2,908 $2,543 14.4% Operating expenses 1,539 1,428 7.8% Operating income $1,369 $1,115 22.7% Net income attributable to Nasdaq $1,026 $847 21.2% Diluted earnings per share $1.80 $1.46 23.3% Cash dividends declared per common share $0.58 $0.51 13.7% 28 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): * In the chart above, Other 2Q25 includes $29 million. ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one- time in nature, or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. For AxiomSL and Calypso recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period. Additionally, for AxiomSL and Calypso recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. The ARR chart includes: ▪ Capital Access Platforms ◦ Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business. ◦ Index data subscriptions and guaranteed minimum on futures contracts within our Index business. ◦ Subscription contracts under our Workflow & Insights business. ▪ Financial Technology ◦ Subscription contracts excluding non-recurring professional services. ▪ Other, for 2Q25, includes ARR related to our Solovis business divested in October 2025. The following chart summarizes our quarterly annualized SaaS revenues for June 30, 2026 and 2025 (in millions): * In the chart above, Other 2Q25 includes $29 million. 29 SEGMENT OPERATING RESULTS The following tables present our revenues by segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Capital Access Platforms $621 $520 19.4% Financial Technology 539 464 16.3% Market Services 1,372 1,101 24.6% Other revenues — 16 (100.0)% Total revenues $2,532 $2,101 20.6% Transaction rebates (712) (640) 11.2% Brokerage, clearance and exchange fees (320) (155) 106.6% Total revenues less transaction-based expenses $1,500 $1,306 14.9% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Capital Access Platforms $1,186 $1,028 15.5% Financial Technology 1,057 896 17.9% Market Services 2,419 2,240 8.0% Other revenues 8 32 (75.6)% Total revenues $4,670 $4,196 11.3% Transaction rebates (1,436) (1,224) 17.2% Brokerage, clearance and exchange fees (326) (429) (23.9)% Total revenues less transaction-based expenses $2,908 $2,543 14.4% The following charts present our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses. 30 Capital Access Platforms The following tables present revenues and ARR from our Capital Access Platforms segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Data & Listing Services $217 $198 9.6% Index 271 196 38.4% Workflow & Insights 133 126 5.4% Total Capital Access Platforms $621 $520 19.4% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Data & Listing Services $431 $391 10.5% Index 491 388 26.5% Workflow & Insights 264 249 6.0% Total Capital Access Platforms $1,186 $1,028 15.5% As of June 30, 2026 2025 ARR (in millions) $1,388 $1,286 Data & Listing Services Revenues The following tables present key drivers from our Data & Listing Services business: Three Months Ended June 30, 2026 2025 IPOs The Nasdaq Stock Market 68 79 Operating company 26 38 SPACs 42 41 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 11 6 Total new listings The Nasdaq Stock Market 188 194 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 15 6 Six Months Ended June 30, IPOs 2026 2025 The Nasdaq Stock Market 131 142 Operating company 41 83 SPACs 90 59 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 13 10 Total new listings The Nasdaq Stock Market 364 364 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 20 15 As of June 30, Number of listed companies 2026 2025 The Nasdaq Stock Market 4,659 4,238 Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic 1,109 1,148 ARR (in millions) $791 $726 In the tables above: •The number of total listed companies on The Nasdaq Stock Market as of June 30, 2026 and 2025 included 1,243 and 914 ETPs, respectively. •IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North. Data & Listing Services revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to new data sales to new and existing clients, pricing and usage, and increased revenue from annual and initial listing fees due to new listings, partially offset by the impact of prior year delistings and roll- off of prior period amortization of initial listing fees. The increase in the six months ended June 30, 2026 also included a favorable impact from changes in foreign currency rates. 31 Index Revenues The following table presents key drivers from our Index business: As of or Three Months Ended June 30, 2026 2025 Number of licensed ETPs 481 422 TTM change in period end ETP AUM tracking Nasdaq indices (in billions) Beginning balance $745 $569 Net inflows 109 88 Net appreciation 260 88 Ending balance $1,114 $745 Quarterly average ETP AUM tracking Nasdaq indices (in billions) $1,014 $663 ARR (in millions) $87 $80 In the table above, TTM represents trailing twelve months. Index revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to higher average AUM in exchange traded products linked to Nasdaq indices, higher volume based revenues and a $6 million one-time revenue benefit, due to a contract modification, recognized in the second quarter of 2026. Workflow & Insights Revenues The following table presents key drivers from our Workflow & Insights business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR $510 $480 Quarterly annualized SaaS revenues 439 410 Workflow & Insights revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Data Link sales growth. Financial Technology The following tables present revenues from our Financial Technology segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Financial Crime Management Technology $98 $81 21.6% Regulatory Technology 120 104 15.2% Capital Markets Technology 321 279 15.1% Total Financial Technology $539 $464 16.3% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Financial Crime Management Technology $191 $157 21.3% Regulatory Technology 238 206 15.8% Capital Markets Technology 628 533 17.8% Total Financial Technology $1,057 $896 17.9% Financial Crime Management Technology Revenues The following table presents key drivers for our Financial Crime Management Technology business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR and Quarterly annualized SaaS revenues $359 $308 Financial Crime Management Technology revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to higher subscription revenues from new and existing clients and higher professional services fees. Regulatory Technology Revenues The following table presents key drivers for our Regulatory Technology business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR $428 $376 Quarterly annualized SaaS revenues 258 204 Regulatory Technology revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to increased subscription revenues from our AxiomSL and Surveillance solutions primarily driven by price increases, revenue from new clients and the favorable impact from changes in foreign currency rates. 32 Capital Markets Technology Revenues The following table presents key drivers for our Capital Markets Technology business: As of or Three Months Ended June 30, 2026 2025 (in millions) ARR $1,083 $932 Quarterly annualized SaaS revenues 172 147 Capital Markets Technology revenues increased for the three and six months ended June 30, 2026 compared with the same periods in 2025. The increase was primarily due to higher revenues from data center expansion, including a change in pricing structure, higher Calypso upfront license revenues and increased subscription revenues across all businesses, partially offset by lower professional services revenues. For the six months ended June 30, 2026 the increase was also driven by certain one-time fees. Market Services The following tables present revenues from our Market Services segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Market Services $1,372 $1,101 24.6% Transaction-based expenses: Transaction rebates (712) (640) 11.2% Brokerage, clearance and exchange fees (320) (155) 106.6% Total Market Services, net $340 $306 11.2% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Market Services $2,419 $2,240 8.0% Transaction-based expenses: Transaction rebates (1,436) (1,224) 17.2% Brokerage, clearance and exchange fees (326) (429) (23.9)% Total Market Services, net $657 $587 12.0% The following tables present net revenues by product from our Market Services segment: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Equity Derivative Trading $123 $114 8.2% Cash Equity Trading 160 135 18.7% U.S. Tape plans 33 37 (10.7)% Other 24 20 18.3% Total Market Services, net $340 $306 11.2% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Equity Derivative Trading $243 $222 9.4% Cash Equity Trading 298 255 16.8% U.S. Tape plans 66 70 (5.0)% Other 50 40 24.5% Total Market Services, net $657 $587 12.0% In the tables above, Other includes Nordic fixed income trading & clearing, Nordic derivatives and Canadian cash equities trading. 33 U.S. Equity Derivative Trading The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Equity Derivative Trading Revenues $462 $426 8.5% Section 31 fees 34 15 129.2% Transaction-based expenses: Transaction rebates (338) (311) 8.6% Section 31 fees (34) (15) 129.2% Brokerage and clearance fees (1) (1) (11.1)% U.S. Equity Derivative Trading Revenues, net $123 $114 8.2% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Equity Derivative Trading Revenues $894 $834 7.2% Section 31 fees 34 47 (26.5)% Transaction-based expenses: Transaction rebates (650) (610) 6.6% Section 31 fees (34) (47) (26.5)% Brokerage and clearance fees (1) (2) (53.4)% U.S. Equity Derivative Trading Revenues, net $243 $222 9.4% Section 31 fees are recorded as U.S. equity derivative and U.S. cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees increased for the three months ended June 30, 2026, compared with the same period in 2025, primarily due to a higher average SEC fee rate. The decrease in the six months ended June 30, 2026, compared with the same period in 2025, is primarily due to lower average SEC fee rates. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues. Three Months Ended June 30, 2026 2025 U.S. equity options Total industry average daily volume (in millions) 66.5 52.5 Nasdaq PHLX matched market share 11.2% 9.6% The Nasdaq Options Market matched market share 2.6% 4.3% Nasdaq Texas Options matched market share 1.3% 1.7% Nasdaq ISE Options matched market share 6.6% 6.6% Nasdaq GEMX Options matched market share 3.4% 4.4% Nasdaq MRX Options matched market share 4.0% 2.8% Total matched market share executed on Nasdaq’s exchanges 29.1% 29.4% Six Months Ended June 30, U.S. equity options 2026 2025 Total industry average daily volume (in millions) 64.6 53.0 Nasdaq PHLX matched market share 11.8% 9.4% The Nasdaq Options Market matched market share 2.6% 4.7% Nasdaq Texas Options matched market share 1.3% 1.7% Nasdaq ISE Options matched market share 6.4% 6.7% Nasdaq GEMX Options matched market share 3.4% 4.0% Nasdaq MRX Options matched market share 4.1% 2.8% Total matched market share executed on Nasdaq’s exchanges 29.6% 29.3% U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to higher industry trading volumes, partially offset by lower capture. The increase for the six months ended June 30, 2026 was also driven by higher overall U.S. matched market share executed on Nasdaq’s exchanges Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to higher industry trading volumes executed on Nasdaq’s exchanges, partially offset by lower rebate capture rate. 34 Cash Equity Trading Revenues The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Cash Equity Trading Revenues $531 $463 14.8% Section 31 fees 280 133 110.4% Transaction-based expenses: Transaction rebates (366) (322) 13.8% Section 31 fees (280) (133) 110.4% Brokerage and clearance fees (5) (6) (2.5)% Cash equity trading revenues, net $160 $135 18.7% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Cash Equity Trading Revenues $1,079 $870 24.0% Section 31 fees 280 367 (23.7%) Transaction-based expenses: Transaction rebates (770) (602) 28.0% Section 31 fees (280) (367) (23.7%) Brokerage and clearance fees (11) (13) (12.2%) Cash equity trading revenues, net $298 $255 16.8% See the discussion above for an explanation of Section 31 fees for the three and six months ended June 30, 2026 compared with the same periods in 2025. Three Months Ended June 30, 2026 2025 Total U.S.-listed securities Total industry average daily share volume (in billions) 20.2 18.4 Matched share volume (in billions) 184.5 158.4 The Nasdaq Stock Market matched market share 14.3% 13.5% Nasdaq Texas matched market share 0.3% 0.3% Nasdaq PSX matched market share 0.1% 0.1% Total matched market share executed on Nasdaq’s exchanges 14.7% 13.9% Market share reported to the FINRA/Nasdaq Trade Reporting Facility 46.4% 47.7% Total market share 61.1% 61.6% Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades executed on Nasdaq’s exchanges 747,410 804,121 Total average daily value of shares traded (in billions) $6.2 $5.7 Total market share executed on Nasdaq’s exchanges 74.5% 71.9% Six Months Ended June 30, Total U.S.-listed securities 2026 2025 Total industry average daily share volume (in billions) 20.1 17.1 Matched share volume (in billions) 368.2 295.5 The Nasdaq Stock Market matched market share 14.5% 13.8% Nasdaq Texas matched market share 0.3% 0.3% Nasdaq PSX matched market share 0.1% 0.1% Total matched market share executed on Nasdaq’s exchanges 14.9% 14.2% Market share reported to the FINRA/Nasdaq Trade Reporting Facility 46.0% 47.9% Total market share 60.9% 62.1% Nasdaq Nordic and Nasdaq Baltic securities Average daily number of equity trades executed on Nasdaq’s exchanges 773,062 796,426 Total average daily value of shares traded (in billions) $6.5 $5.5 Total market share executed on Nasdaq’s exchanges 74.4% 71.2% Cash equity trading revenues and cash equity trading revenues, net increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to higher U.S. industry trading volumes, higher U.S. and European matched market share executed on Nasdaq's exchanges, and higher European trading volumes. For the six months ended June 30, 2026, higher capture also contributed to the increase in cash equity trading revenues as compared to the prior period. 35 Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to higher industry trading volumes and higher U.S. matched market share executed on Nasdaq’s exchanges. The increase for the six months ended June 30, 2026 is also driven by a higher rebate capture rate. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq Texas, we credit a portion of the per share execution charge to the market participant that takes the liquidity. U.S. Tape Plans The following tables present revenues from our U.S. Tape plans business: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Tape plans $33 $37 (10.7)% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) U.S. Tape plans $66 $70 (5.0)% U.S. Tape plans revenues decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to lower audit revenues as compared to the three and six months ended June 30, 2025, which included an industry-wide adjustment. Other Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues from our Other business: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Other $24 $20 18.3% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Other $50 $40 24.5% In the preceding tables, Other is presented net of Canadian cash equity transaction rebates of $7 million for both the three months ended June 30, 2026 and 2025, and $16 million and $13 million for the six months ended June 30, 2026 and 2025, respectively. Other revenues increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to an increase in Nordic fixed income revenues. The increase for the six months ended June 30, 2026, compared with the same period in 2025, was also due to an increase in Nordic equity derivatives revenues and Canadian cash equity revenues. Other Revenues For the six months ended June 30, 2026, Other revenues related to our Nordic power futures business. For the three and six months ended June 30, 2025, Other revenues also included our Solovis business. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion. 36 EXPENSES Operating Expenses The following tables present our operating expenses: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Compensation and benefits $383 $352 8.8% Professional and contract services 42 39 10.5% Technology and communication infrastructure 88 79 11.6% Occupancy 35 30 20.1% General, administrative and other 23 23 (1.9)% Marketing and advertising 24 14 69.4% Depreciation and amortization 165 158 5.0% Regulatory 9 14 (35.4)% Merger and strategic initiatives 5 20 (76.5)% Restructuring charges 14 9 48.0% Total operating expenses $788 $738 6.9% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Compensation and benefits $739 $681 8.6% Professional and contract services 82 75 9.5% Technology and communication infrastructure 171 156 9.8% Occupancy 68 58 18.0% General, administrative and other 52 29 79.7% Marketing and advertising 44 28 55.5% Depreciation and amortization 331 313 5.5% Regulatory 19 29 (35.5)% Merger and strategic initiatives 9 44 (80.9)% Restructuring charges 24 15 68.6% Total operating expenses $1,539 $1,428 7.8% The increase in compensation and benefits expense for the three and six months ended June 30, 2026, compared with the same periods in 2025, was primarily driven by increased headcount and higher incentive compensation driven by our performance. Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,630 employees as of June 30, 2026 from 9,492 employees as of June 30, 2025, as we support revenue growth and innovation. Professional and contract services expense increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to higher legal fee accruals. Technology and communication infrastructure expense increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to increased investment in technology, particularly our cloud initiatives and software licensing. Occupancy expense increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to colocation data center expansion. General, administrative and other expense remained relatively flat for the three months ended June 30, 2026, compared with the same period in 2025. The increase for the six months ended June 30, 2026 compared with the same period in 2025 was primarily due to a gain on extinguishment of debt recorded in the first quarter of 2025. Marketing and advertising expense increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to a strengthening IPO environment. Depreciation and amortization expense increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due to increased depreciation of capitalized software projects. Regulatory expense decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to lower CAT operating costs. We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the three and six months ended June 30, 2026, these costs included amounts associated with various strategic initiative costs. For the three and six months ended June 30, 2025, these costs primarily included amounts associated with the transfer of open positions in our Nordic power futures business, Adenza integration costs and other strategic initiative costs. Restructuring charges increased for the three and six months of June 30, 2026, compared with the same periods in 2025, primarily due to the higher consulting and other services, partially offset by lower employee-related costs in relation to our Adenza restructuring program. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion. 37 Non-Operating Income and Expenses The following tables present our non-operating income and expenses: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Interest income $8 $12 (37.7)% Interest expense (86) (95) (9.4)% Net interest expense (78) (83) (5.2)% Net gain on divestitures — 39 (100.0)% Other income (losses) (2) 1 (174.6)% Net income from unconsolidated investees 21 23 (6.1)% Total non-operating expense $(59) $(20) 191.6% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Interest income $13 $24 (42.8)% Interest expense (172) (192) (9.7)% Net interest expense (159) (168) (5.1)% Net gain on divestitures 89 39 127.7% Other income (losses) (15) — N/M Net income from unconsolidated investees 47 50 (4.5)% Total non-operating expense $(38) $(79) (51.5)% ________ N/M Not meaningful The following tables present our interest expense: Three Months Ended June 30, Percentage Change 2026 2025 (in millions) Interest expense on debt $83 $92 (9.5)% Accretion of debt issuance costs and debt discount 2 2 (6.1)% Other fees 1 1 (2.7)% Interest expense $86 $95 (9.4)% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Interest expense on debt $166 $185 (9.7)% Accretion of debt issuance costs and debt discount 5 6 (10.0)% Other fees 1 1 (6.8)% Interest expense $172 $192 (9.7)% Interest income decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to a lower average cash balance. Interest expense decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, primarily due to lower outstanding debt following the repayment of our 2025 Notes and the partial repurchases of several series of outstanding senior unsecured notes in 2025. Net gains on divestitures for the six months ended June 30, 2026 primarily relates to the divestiture of our Nordic power futures business, net of costs to sell. Net gains on divestitures for the three and six months ended June 30, 2025 relates to the divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business, net of costs to sell. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions. Other income (losses) primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program. For the three and six months ended June 30, 2026, this also includes the impairment of intangible assets related to customer relationships and licenses associated with the wind-down of our Nordic power futures business. See “Acquired Intangible Assets,” of Note 5, “Goodwill and Acquired Intangible Assets,” and “Equity Securities,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion of these transactions. Net income from unconsolidated investees primarily relates to income recognized from our equity method investment in OCC. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion. Tax Matters The following tables present our income tax provision and effective tax rate: Three Months Ended June 30, Percentage Change 2026 2025 ($ in millions) Income tax provision $146 $96 51.6% Effective tax rate 22.4% 17.5% Six Months Ended June 30, Percentage Change 2026 2025 (in millions) Income tax provision $305 $190 60.4% Effective tax rate 22.9% 18.3% For further discussion of our tax matters, see Note 16, “Income Taxes,” to the condensed consolidated financial statements. 38 NON-GAAP FINANCIAL MEASURES In addition to disclosing results determined in accordance with U.S. GAAP, we also provide non-GAAP net income and non-GAAP diluted earnings per share in this Quarterly Report on Form 10-Q. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance. These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone. We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income and non-GAAP diluted earnings per share because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance. The following tables present reconciliations between U.S. GAAP net income and diluted earnings per share and non- GAAP net income and diluted earnings per share: Three Months Ended June 30, 2026 2025 (in millions, except per share amounts) U.S. GAAP net income $507 $452 Non-GAAP adjustments: Amortization expense of acquired intangible assets 121 122 Merger and strategic initiatives expense 5 20 Restructuring charges 14 9 Net gain on divestitures — (39) Net income from unconsolidated investees (21) (23) Legal and regulatory matters 6 1 Other loss 6 1 Total non-GAAP adjustments $131 $91 Non-GAAP tax adjustments (33) (24) Other tax adjustments — (27) Total non-GAAP adjustments, net of tax $98 $40 Non-GAAP net income $605 $492 U.S. GAAP effective tax rate 22.4% 17.5% Total adjustments from non-GAAP tax rate 0.4% 5.5% Non-GAAP effective tax rate 22.8% 23.0% Weighted-average common shares outstanding for diluted earnings per share 567.8 579.0 U.S. GAAP diluted earnings per share $0.89 $0.78 Total adjustments from non-GAAP net income 0.18 0.07 Non-GAAP diluted earnings per share $1.07 $0.85 39 Six Months Ended June 30, 2026 2025 (in millions, except per share amounts) U.S. GAAP net income $1,026 $847 Non-GAAP adjustments: Amortization expense of acquired intangible assets 243 243 Merger and strategic initiatives expense 9 44 Restructuring charges 24 15 Gain on extinguishment of debt — (19) Net gain on divestitures (89) (39) Net income from unconsolidated investees (47) (50) Legal and regulatory matters 12 4 Other loss 20 1 Total non-GAAP adjustments $172 $199 Non-GAAP tax adjustments (44) (52) Other tax adjustments — (45) Total non-GAAP adjustments, net of tax $128 $102 Non-GAAP net income $1,154 $949 U.S. GAAP effective tax rate 22.9% 18.3% Total adjustments from non-GAAP tax rate 0.3% 4.9% Non-GAAP effective tax rate 23.2% 23.2% Weighted-average common shares outstanding for diluted earnings per share 569.7 579.5 U.S. GAAP diluted earnings per share $1.80 $1.46 Total adjustments from non-GAAP net income 0.23 0.18 Non-GAAP diluted earnings per share $2.03 $1.64 We believe that excluding the above items, described further below, from the non-GAAP net income provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods: •Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses and the relative operating performance of the businesses between periods. •Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transactions. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs. For the three and six months ended June 30, 2026, these costs included amounts associated with various strategic initiative costs. For the three and six months ended June 30, 2025, these costs primarily included amounts associated with the transfer of open positions in our Nordic power futures business, Adenza integration costs and other strategic initiative costs. •Restructuring charges: See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of this program. •Gain on extinguishment of debt: This gain is recorded in general, administrative and other expense in the Condensed Consolidated Statements of Income. •Net gain on divestitures: For the six months ended June 30, 2026, this primarily includes the recognition of an incremental gain on the sale of our Nordic power futures business, net of costs to sell. For the three and six months ended June 30, 2025, this includes gains on divestitures of our Nordic power futures business and our Nasdaq Risk Modelling for Catastrophes business, net of costs to sell. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion of these transactions. •Net income from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion. •Legal and regulatory matters: For the three and six months ended June 30, 2026 and 2025, this includes accruals relating to certain legal matters, which are recorded in professional and contract services in the Condensed Consolidated Statements of Income. •Other loss: For the three and six months ended June 30, 2026 and 2025, other items primarily include net gains and losses from strategic investments entered into through our corporate venture program. For the three and six months ended June 30, 2026, this also includes intangible assets impairments of customer relationships and licenses relating to the wind-down of our Nordic power futures business. The net effect of these items is included in other income (losses) in our Condensed Consolidated Statements of Income. See “Acquired Intangible Assets,” of Note 5, “Goodwill and Acquired Intangible Assets,” and “Equity 40 Securities,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion of these transactions. •Non-GAAP tax adjustments: The non-GAAP adjustment to the income tax provision for all periods primarily includes the tax impact of each non-GAAP adjustment. •Other tax adjustments: For the three and six months ended June 30, 2025, other tax adjustments reflect a tax benefit related to payments made to certain former Adenza employees. For the six months ended June 30, 2025, this also reflects the release of the prior years' reserves following a favorable audit settlement. LIQUIDITY AND CAPITAL RESOURCES Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing internal investments, debt repayments, and shareholder return activity, including dividends and share repurchases, and potential acquisitions. We expect that our current cash and cash equivalents combined with cash flows provided by operating activities, supplemented with our borrowing capacity and access to additional financing, including our revolving credit facility and our commercial paper program, provides us additional flexibility to meet our ongoing obligations and the capital deployment strategic actions described above, while allowing us to invest in activities and product development that support the long-term growth of our operations. Principal factors that could affect the availability of our internally generated funds include: •deterioration of our revenues in any of our business segments; •changes in regulatory and working capital requirements; and •an increase in our expenses. Principal factors that could affect our ability to obtain cash from external sources include: •operating covenants contained in our credit facilities that limit our total borrowing capacity; •credit rating downgrades, which could limit our access to additional debt; •a significant decrease in the market price of our common stock; and •volatility or disruption in the public debt and equity markets. The following table summarizes selected measures of our liquidity and capital resources: June 30, 2026 December 31, 2025 (in millions) Working capital $28 $42 Cash and cash equivalents 520 604 Financial investments 198 28 Working Capital The decrease in working capital from December 31, 2025 to June 30, 2026, excluding default funds and margin deposits, as the corresponding assets and liabilities are both equal and offsetting, is primarily due to an increase in current liabilities partially offset by an increase in current assets. Increased current liabilities were primarily due to: •increased Section 31 fees payable due to an increase in the Section 31 fee rate and timing of payment, and •higher deferred revenue due to timing of billings, primarily relating to our annual listing fees; partially offset by •a decrease in short-term debt, see “Debt obligations” below for further discussion, •a decrease in accrued personnel costs, •a decrease in other current liabilities, and •a decrease in accounts payable and accrued expenses. Increased current assets were primarily due to: •higher receivables, net primarily due to an increase in Section 31 fee rate and due to timing of billings, and •an increase in financial investments at fair value, partially offset by •lower restricted cash primarily due to the movement of regulatory capital to longer-term investments classified as financial investments, •lower other current assets, and •lower cash and cash equivalents. Cash and Cash Equivalents Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of June 30, 2026 and December 31, 2025, our cash and cash equivalents of $520 million and $604 million, respectively, were primarily invested in money market funds and bank deposits. Repatriation of Cash Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $199 million as of June 30, 2026 and $280 million as of December 31, 2025. The remaining balance held in the U.S. totaled $321 million as of June 30, 2026 and $324 million as of December 31, 2025. 41 Restricted Cash and Cash Equivalents Restricted cash and cash equivalents, which was $26 million as of June 30, 2026 and $210 million as of December 31, 2025, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Condensed Consolidated Balance Sheets. The decrease in this balance as of June 30, 2026 is primarily due to more regulatory capital being invested in longer term investments, which are classified as financial investments in the Condensed Consolidated Balance Sheets as of June 30, 2026. Capital held for regulatory purposes is invested based on prevailing market rates and our investment strategy and may be held in shorter term investments, which meet the criteria to be classified as cash equivalents, and would then be included in restricted cash and cash equivalents or longer term investments which would be classified as financial investments in the Condensed Consolidated Balance Sheets. Cash Flow Analysis The following table summarizes the changes in cash flows: Six Months Ended June 30, 2026 2025 Net cash provided by (used in): (in millions) Operating activities $1,400 $1,409 Investing activities 301 (317) Financing activities (4,767) (2,545) Net Cash Provided by Operating Activities Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including, but not limited to, depreciation and amortization expense, expense associated with share-based compensation, net income from unconsolidated investees, net gain on divestitures and the effects of changes in working capital. Refer to the above discussion regarding changes in working capital. Net cash provided by operating activities decreased $9 million for the six months ended June 30, 2026 compared with the same period in 2025. The decrease was primarily driven by changes in working capital, as discussed above and an increase in net gain on divestitures, partially offset by higher net income and an increase in other adjustments to net income. Net Cash Provided by (Used in) Investing Activities Net cash provided by (used in) investing activities increased for the six months ended June 30, 2026 compared with the same period in 2025. This was primarily driven by higher proceeds from net sales and redemption of investments related to default funds and margin deposits of $915 million, which does not impact Nasdaq's cash, cash equivalents, restricted cash or restricted cash equivalents as it relates to customer funds. The increase is also driven by higher proceeds from divestitures, net of cash divested of $37 million, partially offset by an increase in purchases of securities of $299 million, primarily due to more regulatory capital being invested in longer-term investments and purchases of property and equipment of $29 million. Net Cash Used in Financing Activities Net cash used in financing activities increased for the six months ended June 30, 2026 compared with the same period in 2025 primarily driven by higher outflows of cash from the default funds and margin deposits of $1,997 million, which does not impact Nasdaq's cash, cash equivalents, restricted cash or restricted cash equivalents as it relates to customer funds, increases in repurchases of common stock of $688 million and an increase in dividends paid of $34 million. These increases were partially offset by issuance of commercial paper, net of $269 million and a decrease in repayment of debt of $226 million. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations. See “Default Fund Contributions and Margin Deposits” of Note 14, “Clearing Operations,” for further discussion of these balances. See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock. Financial Investments Our financial investments totaled $198 million as of June 30, 2026 and $28 million as of December 31, 2025. Of these securities, $163 million as of June 30, 2026 and $18 million as of December 31, 2025 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Restricted Cash and Cash Equivalents above and Note 6, “Investments,” to the condensed consolidated financial statements for further discussion. Regulatory Capital Requirements Clearing Operations Regulatory Capital Requirements We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of June 30, 2026, our required regulatory capital of $131 million was primarily comprised of European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets. Broker-Dealer Net Capital Requirements Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of June 30, 2026, the combined 42 required minimum net capital totaled $1 million and the combined excess capital totaled $18 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets. Nordic and Baltic Exchange Regulatory Capital Requirements The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of June 30, 2026, our required regulatory capital of $41 million was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets and cash and cash equivalents, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets. Other Capital Requirements We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of June 30, 2026, other required regulatory capital of $13 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets and cash and cash equivalents, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets. Equity and dividends Share Repurchase Program See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program, including our ASR agreements. Cash Dividends on Common Stock The following table presents our quarterly cash dividends paid per common share on our outstanding common stock: 2026 2025 First quarter $0.27 $0.24 Second quarter 0.31 0.27 Total $0.58 $0.51 See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends. Debt Obligations Our outstanding debt obligations, by contractual maturity, at June 30, 2026 are as follows (in U.S. Dollar millions): n U.S. Notes n Euro Notes 43 As of and for the six months ended June 30, 2026, the weighted average interest rate on our debt obligations was approximately 3.7%. This rate can fluctuate based on changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt. See “Foreign Currency Exchange Rate Risk” below for further discussion on hedging associated with our Euro Notes. In June 2026, Nasdaq amended and restated our existing $1.25 billion five- year revolving credit facility, with a new maturity date of June 30, 2031, and increased the borrowing capacity to $1.50 billion. In addition to the 2026 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. As of June 30, 2026, we were in compliance with the covenants of all of our debt obligations. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations. Contractual Obligations and Contingent Commitments Nasdaq had no significant changes to our contractual obligations and contingent commitments from those disclosed in “Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K that was filed with the SEC on February 12, 2026. OFF-BALANCE SHEET ARRANGEMENTS For discussion of off-balance sheet arrangements see: •Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and •Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of: ◦Guarantees issued and credit facilities available; ◦Other guarantees; and ◦Routing brokerage activities.

Quantitative and Qualitative Disclosures About Market Risk

As a result of our operating, investing and financing activities, we are exposed to market risks such as interest rate risk and foreign currency exchange rate risk. We are also exposed to credit risk as a result of our normal business activities. We have implemented policies and procedures to measure, manage, monitor and report risk exposures, which are reviewed regularly by management and the board of directors. We identify risk exposures and monitor and manage such risks on a daily basis. We perform sensitivity analyses to determine the effects of market risk exposures. We may use derivative instruments solely to hedge financial risks related to our financial positions or risks that are incurred during the normal course of business. We do not use derivative instruments for speculative purposes. Interest Rate Risk We are subject to the risk of fluctuating interest rates in the normal course of business. Our exposure to market risk for changes in interest rates relates primarily to our financial investments and debt obligations, which are discussed below. We may enter into transactions that expose us to interest rate risk, for which we may utilize interest rate derivatives agreements to manage that risk. Financial Investments As of June 30, 2026, our investment portfolio was primarily comprised of highly rated European government debt securities, which pay a fixed rate of interest. These securities are subject to interest rate risk and the fair value of these securities will decrease if market interest rates increase. The impact of an immediate increase to market interest rates, uniformly, by a hypothetical 100 basis points from levels as of June 30, 2026, would not have a material impact on our financial statements. Debt Obligations As of June 30, 2026, the majority of our outstanding debt obligations are fixed-rate obligations. Interest rates on certain tranches of notes are subject to adjustment to the extent our debt rating is downgraded below investment grade, as further discussed in Note 8, “Debt Obligations,” to the condensed consolidated financial statements. While changes in interest rates will have no impact on the interest we pay on fixed-rate obligations, we are exposed to changes in interest rates as a result of the borrowings under our 2026 Revolving Credit Facility, as this facility has a variable interest rate. We may also be exposed to changes in interest rates if there are amounts outstanding from the sale of commercial paper under our commercial paper program, which have variable interest rates. As of June 30, 2026, we have $269 million outstanding under our commercial paper program. A hypothetical 100 basis points increase in interest rates on our outstanding commercial paper would not have a material impact on our financial statements. Foreign Currency Exchange Rate Risk We are subject to foreign currency exchange rate risk. Our primary transactional exposure to foreign currency denominated revenues less transaction-based expenses and operating income for the three and six months ended June 30, 2026 is presented in the following tables. The tables below do not include the offsetting impact of our hedging programs. 44 Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S. Dollar (in millions, except currency rate) Three Months Ended June 30, 2026 Average FX rate to the U.S. dollar 1.162 0.107 0.722 # N/A Percentage of revenues less transaction-based expenses 8.3% 3.3% 0.7% 3.1% 84.6% Percentage of operating income 12.3% (2.4)% (5.4)% (7.8)% 103.3% Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses $(12) $(5) $(1) $(5) $— Impact of a 10% adverse currency fluctuation on operating income $(9) $(2) $(4) $(6) $— Euro Swedish Krona Canadian Dollar Other Foreign Currencies U.S. Dollar (in millions, except currency rate) Six Months Ended June 30, 2026 Average FX rate to the U.S. dollar 1.167 0.108 0.726 # N/A Percentage of revenues less transaction-based expenses 7.7% 3.5% 0.7% 3.5% 84.6% Percentage of operating income 10.9% (2.0)% (5.5)% (7.1)% 103.7% Impact of a 10% adverse currency fluctuation on revenues less transaction-based expenses $(22) $(10) $(2) $(10) $— Impact of a 10% adverse currency fluctuation on operating income $(15) $(3) $(8) $(10) $— __________ #Represents multiple foreign currency rates. N/ANot applicable. The adverse impacts shown in the preceding tables should be viewed individually by currency and not in aggregate, due to the correlation between changes in exchange rates for certain currencies. We may use foreign exchange contracts to hedge a portion of our forecasted foreign currency denominated revenues and expenses in the normal course of business. We hedge these cash flow exposures to reduce the risk that our earnings and cash flows will be adversely affected by changes in exchange rates. These foreign exchange contracts are carried at fair value, with maturities that can range up to 18 months. We record changes in fair value of these cash flow hedges of foreign currency denominated revenue and expenses in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, or in the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the related gain or loss on the cash flow hedge to revenue or operating expenses, as applicable. As of June 30, 2026, the fair value of our derivatives designated as cash flow hedging instruments are not material. Our investments in foreign subsidiaries are exposed to volatility in currency exchange rates through translation of the foreign subsidiaries’ net assets or equity to U.S. dollars. Substantially all of our foreign subsidiaries operate in functional currencies other than the U.S. dollar. The financial statements of these subsidiaries are translated into U.S. dollars for consolidated reporting using a current rate of exchange, with net gains or losses recorded in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. Our primary exposure to net assets in foreign currencies as of June 30, 2026 is presented in the following table: Net Assets Impact of a 10% Adverse Currency Fluctuation (in millions) Swedish Krona $3,146 $(315) Canadian Dollar 146 (15) Norwegian Krone 102 (10) Australian Dollar 91 (9) British Pound 78 (8) In the table above, Swedish Krona includes goodwill of $2,362 million and intangible assets, net of $477 million. Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion. We enter into foreign exchange contracts to hedge a portion of our net investment in certain foreign subsidiaries. These foreign exchange contracts are carried at fair value, with remaining maturities ranging up to eight years, and reported as either an asset or 45 liability depending on their position as of the balance sheet date, and accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets. The accumulated gains and losses associated with these instruments will remain in accumulated other comprehensive loss until the foreign subsidiaries are sold or substantially liquidated, at which point they will be reclassified into earnings. Credit Risk Credit risk is the potential loss due to the default or deterioration in credit quality of customers or counterparties. We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. For our investment portfolio, our objective is to invest in securities to preserve principal while maximizing yields, without significantly increasing risk. Credit risk associated with investments is minimized substantially by ensuring that these financial assets are placed with governments which have investment grade ratings, well-capitalized financial institutions and other creditworthy counterparties. Our subsidiary, Nasdaq Execution Services, may be exposed to credit risk due to the default of trading counterparties in connection with the routing services it provides for our trading customers. System trades in cash equities routed to other market centers for members of our cash equity exchanges are routed by Nasdaq Execution Services for clearing to the NSCC. In this function, Nasdaq Execution Services is to be neutral by the end of the trading day, but may be exposed to intraday risk if a trade extends beyond the trading day and into the next day, thereby leaving Nasdaq Execution Services susceptible to counterparty risk in the period between accepting the trade and routing it to the clearinghouse. In this interim period, Nasdaq Execution Services is not novating like a clearing broker but instead is subject to the short-term risk of counterparty failure before the clearinghouse enters the transaction. Once the clearinghouse officially accepts the trade for novation, Nasdaq Execution Services is legally removed from trade execution risk. However, Nasdaq has membership obligations to NSCC independent of Nasdaq Execution Services’ arrangements. Pursuant to the rules of the NSCC and Nasdaq Execution Services’ clearing agreement, Nasdaq Execution Services is liable for any losses incurred due to a counterparty or a clearing agent’s failure to satisfy its contractual obligations, either by making payment or delivering securities. Adverse movements in the prices of securities that are subject to these transactions can increase our credit risk. However, we believe that the risk of material loss is limited, as Nasdaq Execution Services’ customers are not permitted to trade on margin and NSCC rules limit counterparty risk on self-cleared transactions by establishing credit limits and capital deposit requirements for all brokers that clear with NSCC. Historically, Nasdaq Execution Services has never incurred a liability due to a customer’s failure to satisfy its contractual obligations as counterparty to a system trade. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or visible market participants could also result in market-wide credit difficulties or other market disruptions. We have credit risk related to transaction and subscription- based revenues that are billed to customers on a monthly or quarterly basis, in arrears. Our potential exposure to credit losses on these transactions is represented by the receivable balances in the Condensed Consolidated Balance Sheets. We review and evaluate changes in the status of our counterparties’ creditworthiness. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations. We also are exposed to credit risk through our clearing operations with Nasdaq Clearing. See Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion. Our clearinghouse holds material amounts of clearing member cash deposits, which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits. As the clearinghouse may remit to the members interest earned at prevailing market rates, less a spread, this could include negative or reduced yield due to market conditions. The following is a summary of the risks associated with these deposits and how these risks are mitigated. •Credit Risk: When the clearinghouse has the ability to hold cash collateral at a central bank, the clearinghouse utilizes its access to the central bank system to minimize credit risk exposures. When funds are not held at a central bank, we seek to substantially mitigate credit risk by ensuring that investments are primarily placed in large, highly rated financial institutions, highly rated government debt instruments and other creditworthy counterparties. •Liquidity Risk: Liquidity risk is the risk a clearinghouse may not be able to meet its payment obligations in the right currency, in the right place and the right time. To mitigate this risk, the clearinghouse monitors liquidity requirements closely and maintains funds and assets in a manner which minimizes the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, holding funds with a central bank where possible or investing in highly liquid government debt instruments serves to reduce liquidity risks. •Interest Rate Risk: Interest rate risk is the risk that interest rates rise causing the value of purchased securities to decline. If we were required to sell securities prior to maturity, and interest rates had risen, the sale of the securities might be made at a loss relative to the latest market price. Our clearinghouse seeks to manage this risk by making short-term investments of members’ cash 46 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.

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Original filing text

Management's Discussion and Analysis

Quantitative and Qualitative Disclosures About Market Risk

Legal Proceedings

Risk Factors