Financial Analysis

DEBT OBLIGATIONS The following table presents the changes in the carrying amounts of our debt obligation s during the six months ended June 30, 2026 : December 31, 2025 Additions Payments, Foreign Currency Translation and Accretion June 30, 2026 Short-term debt: (in millions) Commercial paper $ $ 374 $ (105) $ 269 2026 Notes 431 (431) Total short-term debt $ 431 $ 374 $ (536) $ 269 Long-term debt - senior unsecured notes: 2028 Notes 793 1 794 2029 Notes 702 (19) 683 2030 Notes 702 (19) 683 2031 Notes 646 1 647 2032 Notes 874 (24) 850 2033 Notes 719 (20) 699 2034 Notes 1,122 1 1,123 2040 Notes 645 645 2050 Notes 488 488 2052 Notes 407 407 2053 Notes 739 739 2063 Notes 738 738 2026 Revolving Credit Facility (2) (3) 1 (4) Total long-term debt $ 8,573 $ (3) $ (78) $ 8,492 Total debt obligations $ 9,004 $ 371 $ (614) $ 8,761 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 le ss than the aggregate principal amount. As of June 30, 2026 , 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 $5 million for the six months ended June 30, 2026 . Our Euro Notes are adjusted for the i …

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The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2026 and 2025 : Three Months Ended June 30, 2026 2025 (in millions) Capital Access Platforms: Data & Listing Services $ 217 $ 198 Index 271 196 Workflow & Insights 133 126 Financial Technology: Financial Crime Management Technology 98 81 Regulatory Technology 120 104 Capital Markets Technology 321 279 Market Services, net 340 306 Other revenues 16 Revenues less transaction-based expenses $ 1,500 $ 1,306 Six Months Ended June 30, 2026 2025 (in millions) Capital Access Platforms Data & Listing Services $ 431 $ 391 Index 491 388 Workflow & Insights 264 249 Financial Technology Financial Crime Management Technology 191 157 Regulatory Technology 238 206 Capital Markets Technology 628 533 Market Services, net 657 587 Other revenues 8 32 Revenues less transaction-based expenses $ 2,908 $ 2,543 …

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SHARE-BASED COMPENSATION We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Annual employee awards are generally granted on or about April 1 st of each year. Summary of Share-Based Compensation Expense The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and six months ended June 30, 2026 and 2025 , which is primarily included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Share-based compensation expense before income taxes $ 50 $ 46 $ 87 $ 81 Common Shares Available Under Our Equity Plan As of June 30, 2026 , we had approximately 20.1 million shares of common stock authorized for future issuance under our Equity Plan. Restricted Stock We grant restricted stock to most employees. The grant date fair value of restricted stock units awarded 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 33% on the first anniversary of the grant date, 33% on the second anniversary of …

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FAIR VALUE OF FINANCIAL INSTRUMENTS The following tables present substantially all of our financial assets that were measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 . June 30, 2026 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 198 $ 198 $ $ Total financial investments $ 198 $ 198 $ $ Equity securities 8 8 Total assets at fair value $ 206 $ 206 $ $ December 31, 2025 Total Level 1 Level 2 Level 3 (in millions) European government debt securities $ 28 $ 28 $ $ Total financial investments $ 28 $ 28 $ $ Equity securities 25 25 Total assets at fair value $ 53 $ 53 $ $ Derivative Instruments We utilize foreign exchange forward contracts primarily to reduce the volatility of earnings and cash flows associated with changes in foreign exchange rates. We 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 expens …

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GOODWILL AND ACQUIRED INTANGIBLE ASSETS Goodwill The following table presents the changes in goodwill by business segment during the six months ended June 30, 2026 : (in millions) Capital Access Platforms Balance at December 31, 2025 $ 4,285 Foreign currency translation adjustments (53) Balance at June 30, 2026 $ 4,232 Financial Technology Balance at December 31, 2025 $ 7,952 Foreign currency translation adjustments (8) Balance at June 30, 2026 $ 7,944 Market Services Balance at December 31, 2025 $ 2,134 Foreign currency translation adjustments (65) Balance at June 30, 2026 $ 2,069 Total Balance at December 31, 2025 $ 14,371 Foreign currency translation adjustments (126) Balance at June 30, 2026 $ 14,245 Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no i mpairment of goodwill or indefinite-lived intangibles for the three and six months ended June 30, 2026 and 2025 ; however, events such as prolonged econo …

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INCOME TAXES Income Tax Provision The following tables present our income tax provision and effective tax rate: Three Months Ended June 30, 2026 2025 (in millions) Income tax provision $ 146 $ 96 Effective tax rate 22.4% 17.5% Six Months Ended June 30, 2026 2025 (in millions) Income tax provision $ 305 $ 190 Effective tax rate 22.9% 18.3% The higher effective tax rate for the three and six months ended June 30, 2026 , as compared to the prior year periods , was primarily due to a tax benefit related to payments made to former Adenza employees in June 2025. The higher effective tax rate for the six months ended June 30, 2026 also includes the impact of a favorable audit settlement in the prior period. The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets. Tax Audits Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return, applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our federal income tax return is subject to examination by the Internal Revenue Service for the years 2022 through 2025. Several state tax returns are currently under examination by the respective tax authorities for the ye …

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LEASES We have operating leases, which are primarily real estate leases, predominantly for our U.S. and European headquarters, data centers and for general office space. The following table provides supplemental balance sheet information related to Nasdaq s operating leases: Balance Sheet Classification June 30, 2026 December 31, 2025 Assets: (in millions) Operating lease assets Operating lease assets $ 481 $ 447 Liabilities: Current lease liabilities Other current liabilities $ 74 $ 60 Non- current lease liabilities Operating lease liabilities 482 462 Total lease liabilities $ 556 $ 522 The following table summarizes Nasdaqs lease cost: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Operating lease cost $ 24 $ 21 $ 45 $ 39 Variable lease cost 12 10 24 20 Sublease income (1) (1) (1) (1) Total lease cost $ 35 $ 30 $ 68 $ 58 In the table above, operating lease costs include short-term lease costs, which were immaterial. The following table reconciles the undiscounted cash flows for the following years and total of the remaining years to the operating lease liabilities recorded in the Condensed Consolidated Balance Sheets. June 30, 2026 (in millions) Remainder of 2026 $ 48 2027 93 2028 92 2029 86 2030 80 2031+ 254 Total lease payments $ 653 Less: interest (97) Present value of lease liabilities $ 556 In the table above, interest is calculated using an incremental borrowing rate for each lease. Present value of lease liabilities includes t …

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Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This guidance will require disclosures about specific types of expenses included in the expense captions presented on the face of the income statement. The update is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Prospective application is required and retrospective application is permitted. We are currently evaluating the impact of adopting this ASU on our income statement disaggregation disclosures. We do not believe this update will have a material impact on our consolidated financial statement disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance removes references to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The updat …

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RETIREMENT PLANS Defined Contribution Savings Plan We sponsor a 401(k) plan, which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. The following table presents the savings plan expense for the three and six months ended June 30, 2026 and 2025 , 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, 2026 2025 2026 2025 (in millions) Savings Plan expense $ 5 $ 6 $ 11 $ 11 Pension, SERP and Other Post-Retirement Benefit Plans We maintain nonqualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred. The total expense for these plans is included in compensation and benefits expense in the Condensed Consolidated Statements of Income: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Retirement Plans expense $ 13 $ 10 $ 23 $ 17 Nonqualified Deferred Compensation Plan We sponsor a nonqualified deferred compensation plan, the Nasdaq, Inc. Deferred Compensation P …

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RESTRUCTURING CHARGES In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, Adenza Restructuring to optimize our efficiencies as a combined organization. We initiated the program upon the acquisition of Adenza and further expanded the program in the fourth quarter of 2024 following the achievement of our initial targets. We have incurred costs principally related to employee-related costs, contract terminations, asset impairments and other related 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 were completed as of December 31, 2025 , and all costs have been incurred as of June 30, 2026. Total costs incurred since the inception of the program were $139 million . We have achieved benefits primarily in the form of expense synergies with over $160 million net expense synergies actioned through June 30, 2026 . Costs related to this program are recorded as restructuring charges in the Condensed Consolidated Statements of Income. The following table presents a summary of the Adenza restructuring program charges for the three and six months ended June 30, 2026 and 2025 : Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Consulting services $ 6 $ 1 $ 10 $ 2 Employee-related costs 3 7 7 11 Other 5 1 7 2 T …

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REVENUE FROM CONTRACTS WITH CUSTOMERS D i saggregation of Revenue The following tables summarize the disaggregation of revenue by major product and service and by segment for the three and six months ended June 30, 2026 and 2025 : Three Months Ended June 30, 2026 2025 (in millions) Capital Access Platforms: Data & Listing Services $ 217 $ 198 Index 271 196 Workflow & Insights 133 126 Financial Technology: Financial Crime Management Technology 98 81 Regulatory Technology 120 104 Capital Markets Technology 321 279 Market Services, net 340 306 Other revenues 16 Revenues less transaction-based expenses $ 1,500 $ 1,306 Six Months Ended June 30, 2026 2025 (in millions) Capital Access Platforms Data & Listing Services $ 431 $ 391 Index 491 388 Workflow & Insights 264 249 Financial Technology Financial Crime Management Technology 191 157 Regulatory Technology 238 206 Capital Markets Technology 628 533 Market Services, net 657 587 Other revenues 8 32 Revenues less transaction-based expenses $ 2,908 $ 2,543 Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the three and six months ended June 30, 2026 and 2025 . Substantially all revenues from our Market Services segment were recognized at a point in time for the same periods. Contract Balances S ubstantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in th …

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BUSINESS SEGMENTS We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. See Note 1, Organization and Nature of Operations, for further discussion of our reportable segments. Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Our chief operating decision maker, or CODM, who is our Chair and Chief Executive Officer, does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below. The following tables present certain information regarding our business segments for the three months ended June 30, 2026 and 2025 : Capital Access Platforms Financial Technology Market Services Corporate Total June 30, 2026 (in millions) Total revenues $ 621 $ 539 $ 1,372 $ $ 2,532 Transaction- based expenses (1,032) (1,032) Revenues less transaction- based expenses 621 539 340 1,500 Directly consumed expenses 185 255 100 540 Other expenses 42 34 22 150 248 Operating income $ 394 $ 250 $ 218 $ (150) $ 712 Depreciation and amortization 12 20 11 122 165 Purchases of property and equipment 15 35 27 77 Capital Access Platforms Financial Technology Market Services Corporate Total June 30, 2025 Total revenues $ 520 $ 46 …

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NASDAQ STOCKHOLDERS EQUITY Common Stock As of June 30, 2026 , 900,000,000 shares of our common stock were authorized, 587,518,685 shares were issued and 561,990,385 shares were outstanding. As of December 31, 2025 , 900,000,000 shares of our common stock were authorized, 594,620,320 shares were issued and 569,894,024 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock. Common Stock in Treasury, at Cost We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders equity and included in common stock in treasury, at cost in the Condensed Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 25,528,300 shares of common stock in treasury as of June 30, 2026 and 24,726,296 shares as of December 31, 2025 , most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs. Share Repurchase Program In February 2026, our board of directors author …

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