株探米国株
エドガーで原本を確認する
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from ________ to ________
Commission file number: 001-38855
___________________________________
Nasdaq, Inc.
(Exact name of registrant as specified in its charter)
Delaware
52-1165937
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
151 W. 42nd Street,
New York,
New York
10036
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: +1 212 401 8700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
NDAQ
The Nasdaq Stock Market
Common Stock, $0.01 par value per share
NDAQ
Nasdaq Texas, LLC
4.500% Senior Notes due 2032
NDAQ32
The Nasdaq Stock Market
0.900% Senior Notes due 2033
NDAQ33
The Nasdaq Stock Market
0.875% Senior Notes due 2030
NDAQ30
The Nasdaq Stock Market
1.75% Senior Notes due 2029
NDAQ29
The Nasdaq Stock Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒ 
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Class
Outstanding at July 16, 2026
Common Stock, $0.01 par value per share
558,977,372
shares
i
Nasdaq, Inc.
TABLE OF CONTENTS
 
 
PART I
Item 1.
Item 2.
Item 3.
Item 4.
PART II
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
ii
About this Form 10-Q
Throughout this Form 10-Q, unless otherwise specified:
•“Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.
•“Nasdaq Baltic” refers to collectively, Nasdaq Tallinn
AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.
•“Nasdaq Texas” refers to the cash equity exchange
operated by Nasdaq Texas, LLC, formerly Nasdaq BX.
•“NTX Options” refers to the options exchange operated
by Nasdaq Texas, LLC, formerly Nasdaq BX Options.
•“Nasdaq Clearing” refers to the clearing operations
conducted by Nasdaq Clearing AB.
•“Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian
cash equity trading books operated by Nasdaq CXC
Limited.
•“Nasdaq First North” refers to our alternative
marketplaces for smaller companies and growth
companies in the Nordic and Baltic regions.
•“Nasdaq GEMX” refers to the options exchange
operated by Nasdaq GEMX, LLC.
•“Nasdaq ISE” refers to the options exchange operated by
Nasdaq ISE, LLC. 
•“Nasdaq MRX” refers to the options exchange operated
by Nasdaq MRX, LLC. 
•“Nasdaq Nordic” refers to collectively, Nasdaq Clearing
AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S,
Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.
•“Nasdaq PHLX” refers to the options exchange operated
by Nasdaq PHLX LLC.
•“Nasdaq PSX” refers to the cash equity exchange
operated by Nasdaq PHLX LLC.
•“The Nasdaq Options Market” refers to the options
exchange operated by The Nasdaq Stock Market LLC.
•“The Nasdaq Stock Market” refers to the cash equity
exchange and listing venue operated by The Nasdaq
Stock Market LLC.
Nasdaq also provides the following list of abbreviations and
acronyms used throughout this Quarterly Report on Form 10-
Q as a tool for the reader.
2026 Revolving Credit Facility: $1.50 billion senior
unsecured revolving credit facility, which matures on June
30, 2031
2026 Notes: $500 million aggregate principal amount issued
of 3.850% senior unsecured notes paid at maturity on June
30, 2026
2028 Notes: $1 billion aggregate principal amount issued of
5.350% senior unsecured notes due June 28, 2028
2029 Notes: €600 million aggregate principal amount issued
of 1.75% senior unsecured notes due March 28, 2029
2030 Notes: €600 million aggregate principal amount issued
of 0.875% senior unsecured notes due February 13, 2030
2031 Notes: $650 million aggregate principal amount issued
of 1.650% senior unsecured notes due January 15, 2031
2032 Notes: €750 million aggregate principal amount issued
of 4.500% senior unsecured notes due February 15, 2032
2033 Notes: €615 million aggregate principal amount issued
of 0.900% senior unsecured notes due July 30, 2033
2034 Notes: $1.25 billion aggregate principal amount issued
of 5.550% senior unsecured notes due February 15, 2034
2040 Notes: $650 million aggregate principal amount issued
of 2.500% senior unsecured notes due December 21, 2040
2050 Notes: $500 million aggregate principal amount issued
of 3.250% senior unsecured notes due April 28, 2050
2052 Notes: $550 million aggregate principal amount issued
of 3.950% senior unsecured notes due March 7, 2052
2053 Notes: $750 million aggregate principal amount issued
of 5.950% senior unsecured notes due August 15, 2053
2063 Notes: $750 million aggregate principal amount issued
of 6.100% senior unsecured notes due June 28, 2063
Adenza: Adenza Holdings, Inc.
AI: Artificial Intelligence
ARR: Annualized Recurring Revenue
ASR: Accelerated Share Repurchase
AUM: Assets Under Management
CCP: Central Counterparty
CAT: A market-wide consolidated audit trail established
under an SEC approved plan by Nasdaq and other
exchanges
EMIR: European Market Infrastructure Regulation
Equity Plan: Nasdaq Equity Incentive Plan
ESPP: Nasdaq Employee Stock Purchase Plan
ETP: Exchange Traded Product
Euro Notes: The 2029, 2030, 2032 and 2033 Notes
Exchange Act: Securities Exchange Act of 1934, as amended
FINRA: Financial Industry Regulatory Authority
GICS: Global Industry Classification Standard
IPO: Initial Public Offering
NSCC: National Securities Clearing Corporation
OCC: The Options Clearing Corporation
OTC: Over-the-Counter
PSU: Performance Share Unit
SaaS: Software as a Service
SEC: U.S. Securities and Exchange Commission
iii
SERP: Supplemental Executive Retirement Plan
SFSA: Swedish Financial Supervisory Authority
SOFR: Secured Overnight Financing Rate
SPAC: Special Purpose Acquisition Company
S&P: Standard & Poor's
S&P 500: S&P 500 Stock Index
TSR: Total Shareholder Return
U.S. GAAP: U.S. Generally Accepted Accounting Principles
U.S. Tape plans: U.S. cash equity and U.S. options industry
data
NASDAQ, the NASDAQ logos, and other brand, service or
product names or marks referred to in this report are
trademarks or service marks, registered or otherwise, of
Nasdaq, Inc. and/or its subsidiaries. FINRA and Trade
Reporting Facility are registered trademarks of FINRA.
This Quarterly Report on Form 10-Q includes market share
and industry data that we obtained from industry publications
and surveys, reports of governmental agencies and internal
company surveys. Industry publications and surveys
generally state that the information they contain has been
obtained from sources believed to be reliable, but we cannot
assure you that this information is accurate or complete. We
have not independently verified any of the data from third-
party sources nor have we ascertained the underlying
economic assumptions relied upon therein. Statements as to
our market position are based on the most currently available
market data. For market comparison purposes, The Nasdaq
Stock Market data in this Quarterly Report on Form 10-Q for
IPOs and new listings of equity securities (including issuers
that switched from other listings venues, closed-end funds
and ETPs) is based on data generated internally by us;
therefore, the data may not be comparable to other publicly
available IPO data. Data in this Quarterly Report on Form
10-Q for IPOs and new listings of equity securities on the
Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq
First North also is based on data generated internally by us.
The data regarding Nasdaq's combined market capitalization
in the U.S. is obtained from Bloomberg. IPOs and new
listings data is presented as of period end. While we are not
aware of any misstatements regarding industry data presented
herein, our estimates involve risks and uncertainties and are
subject to change based on various factors. We refer you to
the “Risk Factors” section in our Form 10-K for the fiscal
year ended December 31, 2025 that was filed with the SEC
on February 12, 2026.
Nasdaq intends to use its website, ir.nasdaq.com, as a means
for disclosing material non-public information and for
complying with SEC Regulation FD and other disclosure
obligations.
iv
Forward-Looking Statements
The SEC encourages companies to disclose forward-looking
information so that investors can better understand a
company’s future prospects and make informed investment
decisions. This Quarterly Report on Form 10-Q contains
these types of statements. Words such as “can,” “may,”
“will,” “could,” “should,” “anticipate,” “estimates,”
“expects,” “projects,” “intends,” “plans,” “believes” and
words or terms of similar substance used in connection with
any discussion of future expectations as to industry and
regulatory developments or business initiatives and
strategies, future operating results or financial performance,
and other future developments are intended to identify
forward-looking statements. These include, among others,
statements relating to:
•our strategic direction;
•the integration of acquired businesses, including
accounting decisions relating thereto;
•the scope, nature or impact of acquisitions, divestitures,
investments or other transactional activities;
•the effective dates for, and expected benefits of, ongoing
initiatives, including transactional activities and other
strategic, restructuring, technology, de-leveraging and
capital return initiatives;
•our products and services;
•the impact of pricing changes;
•tax matters;
•the cost and availability of liquidity and capital; and
•any litigation, or any regulatory or government
investigation or action, to which we are or could become a
party or which may affect us and any potential settlements
of litigation, regulatory or governmental investigations or
actions.
Forward-looking statements involve risks and uncertainties.
Factors that could cause actual results to differ materially
from those contemplated by the forward-looking statements
include, among others, the following:
•our operating results may be lower than expected;
•our ability to successfully integrate acquired businesses or
divest sold businesses or assets, including the fact that any
integration or transition may be more difficult, time
consuming or costly than expected, and we may be unable
to realize synergies from business combinations,
acquisitions, divestitures or other transactional activities;
•loss of significant trading and clearing volumes or values,
fees, market share, listed companies, market data
customers or other customers;
•our ability to develop and grow our non-trading
businesses;
•our ability to keep up with rapid technological advances,
including our ability to effectively manage the development
and use of AI in certain of our products and offerings, and
adequately address cybersecurity risks;
•economic, political, regulatory and market conditions and
fluctuations, including inflation, tariffs, interest rate and
foreign currency risk inherent in U.S. and international
operations, and geopolitical instability;
•the performance and reliability of our technology and
technology of third parties on which we rely;
•any significant systems failures or errors in our
operational processes;
•our ability to continue to generate cash and manage our
indebtedness; and
•adverse changes that may occur in the litigation or
regulatory areas, or in the securities markets generally, or
increased regulatory oversight domestically or
internationally.
Most of these factors are difficult to predict accurately and
are generally beyond our control. You should consider the
uncertainty and any risk related to forward-looking
statements that we make. These risk factors are more fully
described in the “Risk Factors” section in our Form 10-K
filed with the SEC on February 12, 2026. You are cautioned
not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. You
should carefully read this entire Quarterly Report on Form
10-Q, including “Part I. Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of
Operations” and the condensed consolidated financial
statements and the related notes. Except as required by the
federal securities laws, we undertake no obligation to update
any forward-looking statement, release publicly any revisions
to any forward-looking statements or report the occurrence
of unanticipated events. For any forward-looking statements
contained in any document, we claim the protection of the
safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Nasdaq, Inc.
Condensed Consolidated Balance Sheets
(in millions, except share and par value amounts)
June 30, 2026
December 31, 2025
(unaudited)
Assets
Current assets:
Cash and cash equivalents
$520
$604
Restricted cash and cash equivalents
26
210
Default funds and margin deposits (including restricted cash and cash equivalents of
$254 and $3,120, respectively)
2,323
5,842
Financial investments
198
28
Receivables, net
1,182
943
Other current assets
284
376
Total current assets
4,533
8,003
Property and equipment, net
767
728
Goodwill
14,245
14,371
Intangible assets, net
6,223
6,511
Operating lease assets
481
447
Other non-current assets
1,092
993
Total assets
$27,341
$31,053
Liabilities
Current liabilities:
Accounts payable and accrued expenses
$252
$280
Section 31 fees payable to SEC
313
—
Accrued personnel costs
243
364
Deferred revenue
931
785
Other current liabilities
174
259
Default funds and margin deposits
2,323
5,842
Short-term debt
269
431
Total current liabilities
4,505
7,961
Long-term debt
8,492
8,573
Deferred tax liabilities, net
1,616
1,584
Operating lease liabilities
482
462
Other non-current liabilities
253
241
Total liabilities
15,348
18,821
Commitments and contingencies
Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued:
587,518,685 at June 30, 2026 and 594,620,320 at December 31, 2025; shares
outstanding: 561,990,385 at June 30, 2026 and 569,894,024 at December 31, 2025
6
6
Additional paid-in capital
4,353
5,122
Common stock in treasury, at cost: 25,528,300 shares at June 30, 2026 and 24,726,296
shares at December 31, 2025
(784)
(716)
Accumulated other comprehensive loss
(1,874)
(1,773)
Retained earnings
10,287
9,588
Total Nasdaq stockholders’ equity
11,988
12,227
Noncontrolling interests
5
5
Total equity
11,993
12,232
Total liabilities and equity
$27,341
$31,053
See accompanying notes to condensed consolidated financial statements.
2
Nasdaq, Inc.
Condensed Consolidated Statements of Income
(unaudited)
(in millions, except per share amounts)
 
Three Months Ended June 30,
Six Months Ended June 30,
 
2026
2025
2026
2025
Revenues:
 
 
 
Capital Access Platforms
$621
$520
$1,186
$1,028
Financial Technology
539
464
1,057
896
Market Services
1,372
1,101
2,419
2,240
Other revenues
—
16
8
32
Total revenues
2,532
2,101
4,670
4,196
Transaction-based expenses:
 
 
Transaction rebates
(712)
(640)
(1,436)
(1,224)
Brokerage, clearance and exchange fees
(320)
(155)
(326)
(429)
Revenues less transaction-based expenses
1,500
1,306
2,908
2,543
Operating expenses:
 
 
Compensation and benefits
383
352
739
681
Professional and contract services
42
39
82
75
Technology and communication infrastructure
88
79
171
156
Occupancy
35
30
68
58
General, administrative and other
23
23
52
29
Marketing and advertising
24
14
44
28
Depreciation and amortization
165
158
331
313
Regulatory
9
14
19
29
Merger and strategic initiatives
5
20
9
44
Restructuring charges
14
9
24
15
Total operating expenses
788
738
1,539
1,428
Operating income
712
568
1,369
1,115
Interest income
8
12
13
24
Interest expense
(86)
(95)
(172)
(192)
Net gain on divestitures
—
39
89
39
Other income (losses)
(2)
1
(15)
—
Net income from unconsolidated investees
21
23
47
50
Income before income taxes
653
548
1,331
1,036
Income tax provision
146
96
305
190
Net income
$507
$452
$1,026
$846
Net loss attributable to noncontrolling interests
—
—
—
1
Net income attributable to Nasdaq
$507
$452
$1,026
$847
Per share information:
 
 
Basic earnings per share
$0.90
$0.79
$1.81
$1.47
Diluted earnings per share
$0.89
$0.78
$1.80
$1.46
Cash dividends declared per common share
$0.31
$0.27
$0.58
$0.51
See accompanying notes to condensed consolidated financial statements.
3
Nasdaq, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(in millions)
 
Three Months Ended June 30,
Six Months Ended June 30,
 
2026
2025
2026
2025
Net income
$507
$452
$1,026
$846
Other comprehensive income (loss):
 
 
 
Foreign currency translation gains (losses)
(57)
(45)
(76)
130
Income tax benefit (expense)(1)
(7)
67
(25)
98
Foreign currency translation, net
(64)
22
(101)
228
Unrealized gain (loss) on derivatives instruments, net
(3)
5
—
2
Total other comprehensive income (loss), net of tax
(67)
27
(101)
230
Comprehensive income
$440
$479
$925
$1,076
Comprehensive loss attributable to noncontrolling interests
—
—
—
1
Comprehensive income attributable to Nasdaq
$440
$479
$925
$1,077
____________
(1)Primarily relates to the tax effect of unrealized gains and losses on our Euro Notes.
See accompanying notes to condensed consolidated financial statements.
4
Nasdaq, Inc. 
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
(in millions)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Shares
$
Shares
$
Shares
$
Shares
$
Common stock
565
6
574
6
570
6
575
6
Additional paid-in capital
Beginning balance
4,627
5,450
5,122
5,530
Share repurchase program
(4)
(356)
(1)
(100)
(10)
(903)
(3)
(215)
Share-based compensation
1
50
1
46
2
87
2
81
Issuance of stock under employee stock plans
—
3
—
—
1
18
—
—
Other issuances of common stock, net
—
29
—
29
—
29
—
29
Ending balance
4,353
5,425
4,353
5,425
Common stock in treasury, at cost
Beginning balance
(747)
(672)
(716)
(647)
Employee shares withheld
—
(37)
—
(34)
(1)
(68)
—
(59)
Ending balance
(784)
(706)
(784)
(706)
Accumulated other comprehensive loss
Beginning balance
(1,807)
(1,896)
(1,773)
(2,099)
Other comprehensive income (loss)
(67)
27
(101)
230
Ending balance
(1,874)
(1,869)
(1,874)
(1,869)
Retained earnings
Beginning balance
9,954
8,658
9,588
8,401
Net income attributable to Nasdaq
507
452
1,026
847
Cash dividends declared and paid
(174)
(155)
(327)
(293)
Ending balance
10,287
8,955
10,287
8,955
Total Nasdaq stockholders’ equity
11,988
11,811
11,988
11,811
Noncontrolling interests
Beginning balance
5
9
5
9
Net activity related to noncontrolling interests
—
(2)
—
(2)
Ending balance
5
7
5
7
Total Equity
562
$11,993
574
$11,818
562
$11,993
574
$11,818
See accompanying notes to condensed consolidated financial statements.
5
Nasdaq, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in millions)
Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net income
$1,026
$846
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
331
313
Share-based compensation
87
81
Deferred income tax expense
12
12
Net gain on divestitures
(89)
(39)
Net income from unconsolidated investees
(47)
(50)
Other reconciling items included in net income
25
(9)
Net change in operating assets and liabilities, excluding the effects of divestitures:
Receivables, net
(248)
145
Other assets
94
84
Accounts payable and accrued expenses
(27)
(30)
Section 31 fees payable to SEC
313
92
Accrued personnel costs
(117)
(60)
Deferred revenue
153
118
Other liabilities
(113)
(94)
Net cash provided by operating activities
1,400
1,409
Cash flows from investing activities:
Purchases of securities
(499)
(200)
Proceeds from sales and redemptions of securities
322
325
Proceeds from divestitures, net of cash divested
89
52
Purchases of property and equipment
(137)
(108)
Investments related to default funds and margin deposits, net(1)
540
(375)
Other investing activities
(14)
(11)
Net cash provided by (used in) investing activities
301
(317)
Cash flows from financing activities:
Issuance of commercial paper, net
269
—
Repayments of debt and credit commitment
(431)
(657)
Repurchases of common stock
(903)
(215)
Dividends paid
(327)
(293)
Proceeds from issuance of stock under employee stock plans
47
28
Payments related to employee shares withheld for taxes
(68)
(59)
Default funds and margin deposits
(3,347)
(1,350)
Other financing activities
(7)
1
Net cash used in financing activities
(4,767)
(2,545)
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents
(68)
648
Net decrease in cash and cash equivalents and restricted cash and cash equivalents
(3,134)
(805)
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period
3,934
5,006
Cash and cash equivalents, restricted cash and cash equivalents at end of period
$800
$4,201
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents
$520
$732
Restricted cash and cash equivalents
26
195
Restricted cash and cash equivalents (default funds and margin deposits)
254
3,274
Total
$800
$4,201
Supplemental Disclosure - Cash Flow Information
Cash paid for:
Interest paid
$194
$209
Income taxes paid, net of refunds
$284
$176
__________________________
(1) See "Default Fund Contributions and Margin Deposits," of Note 14, "Clearing Operations," for further details.
See accompanying notes to condensed consolidated financial statements.
6
Nasdaq, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. ORGANIZATION AND NATURE OF OPERATIONS
Nasdaq is a leading technology platform that powers the
world’s economies. We architect the infrastructure of the
world’s most modern markets, power the innovation
economy, and build trust in the financial system. We
empower economic opportunity by designing and deploying
advanced technology, data, and intelligence solutions that
enable our clients to capture opportunities, navigate risk, and
strengthen resilience.
Our organizational structure aligns our businesses with the
foundational shifts that are driving the evolution of the global
financial system. We manage, operate and provide our
products and services in three business segments: Capital
Access Platforms, Financial Technology and Market
Services.
Capital Access Platforms
The Capital Access Platforms segment comprises our Data &
Listing Services, Index and Workflow & Insights businesses.
Our Data business distributes historical and real-time market
data to sell-side customers, the institutional investing
community, retail online brokers, proprietary trading firms
and other venues, as well as various client portals and data
distributors. Our data products can enhance the transparency
of market activity within our exchanges and provide critical
information to professional and non-professional investors
globally.
Our Listing Services business operates listing platforms in
the U.S. and Europe and provides multiple global capital
raising solutions for public companies. Our main listing
markets are The Nasdaq Stock Market and the Nasdaq
Nordic and Nasdaq Baltic exchanges. Through Nasdaq First
North, our Nordic and Baltic operations also offer alternative
marketplaces for smaller companies and growth companies.
As of June 30, 2026, a total of 5,768 companies listed
securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and
Nasdaq First North exchanges. As of June 30, 2026, there
were 4,659 total listings on The Nasdaq Stock Market,
including 1,243 ETPs. The Nasdaq combined market
capitalization in the U.S. was approximately $45.7 trillion. In
Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges,
together with Nasdaq First North, were home to 1,109 listed
companies with a combined market capitalization of
approximately $2.4 trillion.
Our Index business develops and licenses Nasdaq-branded
indices and financial products. We also license cash-settled
futures, options and options on futures on our indices. As of
June 30, 2026, 481 ETPs listed on 28 exchanges in over 20
countries tracked a Nasdaq index and accounted for $1.1
trillion in AUM.
Workflow & Insights includes our analytics and corporate
solutions businesses. Our analytics business provides hedge
funds, asset managers, investment consultants and
institutional asset owners with information and analytics to
make data-driven investment decisions, deploy their
resources more productively, and provide liquidity solutions
for private funds. Through our eVestment solution, we
provide a suite of cloud-based solutions that help institutional
investors and consultants conduct pre-investment due
diligence, and monitor their portfolios post-investment. The
eVestment platform also enables asset managers to efficiently
distribute information about their firms and funds to asset
owners and consultants worldwide. In October 2025, we sold
our Solovis business, a financial technology platform
offering portfolio monitoring and analytics tools. Revenues
from this business are reflected in Other revenues in the
Condensed Consolidated Statements of Income for prior
periods presented, and in our Corporate segment for our
segment disclosures.
The Nasdaq Fund Network and Nasdaq Data Link are
additional platforms in our suite of investment data analytics
offerings and data management tools.
Our corporate solutions business serves both public and
private companies and organizations through our Investor
Relations Intelligence, Sustainability Solutions and
Governance Solutions products. Our public company clients
can be companies listed on our exchanges or other U.S. and
global exchanges. Our private company clients include a
diverse group of organizations ranging from family-owned
companies, government organizations, law firms, privately
held entities, and various non-profit organizations to
hospitals and healthcare systems. We help organizations
enhance their ability to understand and expand their global
shareholder base, improve corporate governance, and
navigate the evolving sustainability landscape through our
suite of advanced technology, analytics, reporting and
consulting services.
In July 2026, we announced that we have entered into a
definitive agreement to acquire Dasseti, Inc., an AI-powered
due diligence platform used by institutional asset allocators
and managers across public and private markets. This
business will be integrated into our eVestment solution. We
also announced, in July 2026, an agreement to sell Nasdaq
Fund Secondaries to Nasdaq Private Market, and we continue
to hold a minority interest in Nasdaq Private Market. These
transactions, individually, and in aggregate, will not have a
material impact to our results.
7
Financial Technology
The Financial Technology segment comprises our Financial
Crime Management Technology, Regulatory Technology and
Capital Markets Technology businesses.
Financial Crime Management Technology includes our
Nasdaq Verafin solution, a cloud-based platform leveraging
consortium data and AI to help more than 2,800 financial
institutions detect, investigate, and report money laundering
and financial fraud.
Regulatory Technology comprises our AxiomSL and
surveillance solutions. AxiomSL is a global leader in risk
data management and regulatory reporting solutions for the
financial industry, including banks, broker dealers and asset
managers. Its unique enterprise data management platform
delivers data lineage, risk aggregation, analytics, workflow
automation, reconciliation, validation and audit functionality,
as well as disclosures. AxiomSL’s platform supports
compliance across a wide range of global and local
regulations. Our surveillance solutions are designed for
banks, brokers and other market participants to assist them in
complying with market abuse and integrity rules and
regulations. In addition, we provide regulators and exchanges
with a platform for surveillance.
Capital Markets Technology includes our market technology,
trade management services and Calypso solutions. Our
market technology business is a leading global technology
solutions provider and partner to exchanges, clearing
organizations, central securities depositories, regulators,
banks, brokers, buy-side firms and corporate businesses. Our
market technology solutions are utilized by leading markets
in North America, Europe and Asia as well as emerging
markets in the Middle East, Latin America, and Africa. Our
trade management services provide market participants with
a wide variety of alternatives for connecting to and accessing
our markets for a fee. Our marketplaces may be accessed
through different protocols used for quoting, order entry,
trade reporting and connectivity to various data feeds. We
also provide colocation services to market participants,
whereby we offer firms cabinet space and power to house
their own equipment and servers within our data centers.
Additionally, we offer a number of wireless connectivity
offerings between select data centers using millimeter wave
and microwave technology. Calypso is a leading platform
providing cross-asset, front-to-back trading, treasury, risk and
collateral management solutions. The Calypso solution
provides customers with a single platform designed from the
outset to enable consolidation, innovation and growth.
Market Services
Our Market Services segment includes revenues from equity
derivatives trading, cash equity trading, Nordic fixed income
trading & clearing and U.S. Tape plans data. We operate 18
exchanges across several asset classes, including derivatives,
cash equity, debt, structured products and ETPs. In addition,
in certain countries where we operate exchanges, we also
provide clearing, settlement and central depository services.
In the first quarter of 2026, we completed the transfer of
existing open positions in our Nordic power futures business
to a European exchange. See Note 4, “Divestitures,” for
further discussion. Revenues from this business are reflected
in Other revenues in the Condensed Consolidated Statements
of Income for all periods presented, and in our Corporate
segment for our segment disclosures.
Our transaction-based platforms provide market participants
with the ability to access, process, display and integrate
orders and quotes. The platforms allow the routing and
execution of buy and sell orders as well as the reporting of
transactions, providing fee-based revenues.
2. BASIS OF PRESENTATION AND PRINCIPLES OF
CONSOLIDATION
The condensed consolidated financial statements are prepared
in accordance with U.S. GAAP and include the accounts of
Nasdaq, its wholly-owned subsidiaries and other entities in
which Nasdaq has a controlling financial interest. When we
do not have a controlling interest in an entity, but exercise
significant influence over the entity’s operating and financial
policies, such investment is accounted for under the equity
method of accounting. We primarily recognize our share of
earnings or losses of an equity method investee based on our
ownership percentage. See “Equity Method Investments,” of
Note 6, “Investments,” for further discussion of our equity
method investments.
The accompanying condensed consolidated financial
statements reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results.
These adjustments are of a normal recurring nature. All
significant intercompany accounts and transactions have been
eliminated in consolidation.
As permitted under U.S. GAAP, certain footnotes or other
financial information can be condensed or omitted in the
interim condensed consolidated financial statements. The
information included in this Quarterly Report on Form 10-Q
should be read in conjunction with the consolidated financial
statements and accompanying notes included in Nasdaq’s
Form 10-K. The year-end balance sheet data was derived
from the audited financial statements, but does not include all
disclosures required by U.S. GAAP.
Certain prior year amounts have been reclassified to conform
to the current year presentation.
Certain percentages and per share amounts herein may not
sum or recalculate due to rounding.
Accounting Estimates
In preparing our condensed consolidated financial statements,
we make assumptions, judgments and estimates that can have
a significant impact on our revenues, operating income and
net income, as well as on the value of certain assets and
liabilities in our Condensed Consolidated Balance Sheets. At
least quarterly, we evaluate our assumptions, judgments and
estimates, and make changes as deemed necessary.
8
Subsequent Events
We have evaluated subsequent events through the issuance
date of this Quarterly Report on Form 10-Q.
Accounting Pronouncements Not Yet Adopted
•In November 2024, the FASB issued ASU 2024-03,
“Income Statement—Reporting Comprehensive Income—
Expense Disaggregation Disclosures (Subtopic 220-40):
Disaggregation of Income Statement Expenses.” This
guidance will require disclosures about specific types of
expenses included in the expense captions presented on the
face of the income statement. The update is effective for
annual periods beginning after December 15, 2026, and
interim periods beginning after December 15, 2027, with
early adoption permitted. Prospective application is
required and retrospective application is permitted. We are
currently evaluating the impact of adopting this ASU on
our income statement disaggregation disclosures. We do
not believe this update will have a material impact on our
consolidated financial statement disclosures.
•In September 2025, the FASB issued ASU 2025-06,
“Intangibles – Goodwill and Other – Internal-Use Software
(Subtopic 350-40): Targeted Improvements to the
Accounting for Internal-Use Software.” The new guidance
removes references to various stages of a software
development project to align better with current software
development methods, such as agile programming. Under
the new standard, entities will start capitalizing eligible
costs when (1) management has authorized and committed
to funding the software project, and (2) it is probable that
the project will be completed and the software will be used
to perform the function intended. The update is effective
for interim and annual periods beginning after December
15, 2027, with early adoption permitted. The guidance can
be applied on a prospective basis, a modified basis for in-
process projects, or a retrospective basis. We are
evaluating the impact this amended guidance may have on
our consolidated financial statements.
3. REVENUE FROM CONTRACTS WITH
CUSTOMERS
Disaggregation of Revenue
The following tables summarize the disaggregation of
revenue by major product and service and by segment for the
three and 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.
9
Contract Balances
Substantially all of our revenues are considered to be
revenues from contracts with customers. The related accounts
receivable balances are recorded in the Condensed
Consolidated Balance Sheets as receivables, which are net of
allowance for doubtful accounts of $13 million as of June 30,
2026 and $11 million as of December 31, 2025. Changes to
the allowance for doubtful accounts during the six months
ended June 30, 2026 were not material to our condensed
consolidated financial statements. We do not have obligations
for warranties, returns or refunds to customers.
Deferred revenue represents consideration received that is yet
to be recognized as revenue for unsatisfied performance
obligations and is the only significant contract asset or
liability as of June 30, 2026. See Note 7, “Deferred
Revenue,” for our discussion on deferred revenue balances,
activity, and expected timing of recognition.
We do not provide disclosures about the transaction price
allocated to unsatisfied performance obligations if contract
durations are less than one year. For our initial listings, the
transaction price allocated to remaining performance
obligations is included in deferred revenue, and therefore not
included below. For our Financial Crime Management
Technology, Regulatory Technology, Capital Markets
Technology and Workflow & Insights contracts, the portion
of transaction price allocated to unsatisfied performance
obligations is presented in the table below. The timing in the
table below is based on our best estimates as, for certain
contracts, the recognition is primarily dependent upon the
completion of customization and any significant
modifications made pursuant to existing contracts. To the
extent consideration has been received, unsatisfied
performance obligations would be included in the table below
as well as deferred revenue.
The following table summarizes the amount of the
transaction price allocated to performance obligations that are
unsatisfied, for contract durations greater than one year, as of
June 30, 2026:
Financial
Crime
Management
Technology
Regulatory
Technology
Capital
Markets
Technology
Workflow
&
Insights
Total
(in millions)
Remainder
of 2026
$186
$183
$207
$95
$671
2027
329
320
348
135
1,132
2028
219
241
280
66
806
2029
104
136
175
32
447
2030
29
91
114
22
256
2031+
6
43
253
—
302
Total
$873
$1,014
$1,377
$350
$3,614
4. Divestitures
In January 2025, we entered into an agreement to transfer
existing open positions in our Nordic power futures business
to a European exchange. In June 2025, this transaction was
completed and partial consideration was received. Migration
of open positions was completed during the first quarter of
2026, resulting in an incremental gain of $88 million, net of
costs to sell. This additional consideration was received in
April 2026. We no longer provide commodities clearing and
trading services as of June 2026, and will continue to wind
down business operations through the remainder of 2026. In
connection with the successful migration of open positions,
Nasdaq may receive additional consideration in 2027, and is
expected to release regulatory capital in the medium term.
In April 2025, Nasdaq completed the sale of our Nasdaq Risk
Modelling for Catastrophes business previously included in
Capital Markets Technology within our Financial
Technology segment.
In October 2025, Nasdaq completed the sale of our Solovis
business which was previously included in Workflow &
Insights within our Capital Access Platforms segment.
The impact of the transactions described above is net of cost
to sell and is included in net gain on divestitures in the
Condensed Consolidated Statements of Income.
5. 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
10
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 impairment of goodwill or indefinite-lived
intangibles for the three and six months ended June 30, 2026
and 2025; however, events such as prolonged economic
weakness or unexpected significant declines in operating
results of any of our reporting units or businesses may result
in goodwill impairment charges in the future.
Acquired Intangible Assets
The following table presents details of our total acquired
intangible assets, both finite- and indefinite-lived:
June 30,
2026
December 31,
2025
Finite-Lived Intangible Assets
(in millions)
Gross Amount:
Technology
$1,222
$1,222
Customer relationships
5,632
5,711
Trade names and other
405
405
Foreign currency translation
adjustment
(159)
(163)
Total gross amount
$7,100
$7,175
Accumulated Amortization:
Technology
$(630)
$(531)
Customer relationships
(1,515)
(1,432)
Trade names and other
(63)
(53)
Foreign currency translation
adjustment
113
113
Total accumulated amortization
$(2,095)
$(1,903)
Net Amount:
Technology
$592
$691
Customer relationships
4,117
4,279
Trade names and other
342
352
Foreign currency translation
adjustment
(46)
(50)
Total finite-lived intangible assets
$5,005
$5,272
Indefinite-Lived Intangible Assets
Exchange and clearing registrations
$1,257
$1,257
Trade names
121
121
Licenses
50
52
Foreign currency translation
adjustment
(210)
(191)
Total indefinite-lived intangible
assets
$1,218
$1,239
Total intangible assets, net
$6,223
$6,511
In connection with the wind-down of our Nordic power
futures business during the second quarter of 2026, we
recognized a $20 million impairment primarily related to
customer relationships and licenses. There was no other
material impairment of intangible assets for the three and six
months ended June 30, 2026 and 2025.
The following tables present our amortization expense for
acquired finite-lived intangible assets:
Three Months Ended June 30,
2026
2025
(in millions)
Amortization expense
$121
$122
Six Months Ended June 30,
2026
2025
(in millions)
Amortization expense
$243
$243
The table below presents the estimated future amortization
expense (excluding the impact of foreign currency translation
adjustments of $46 million as of June 30, 2026) of acquired
finite-lived intangible assets as of June 30, 2026:
(in millions)
Remainder of 2026
$245
2027
490
2028
457
2029
430
2030
267
2031+
3,162
Total
$5,051
6. INVESTMENTS
The following table presents the details of our investments:
June 30, 2026
December 31, 2025
(in millions)
Financial investments
$198
$28
Equity method investments
559
512
Equity securities
180
175
Financial Investments
Financial investments are comprised of trading securities,
primarily highly rated European government debt securities,
of which $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. Capital held for regulatory
purposes is invested to optimize returns while staying within
approved risk tolerances. This active portfolio management
can result in assets held as 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.
11
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, 2026 and 2025, our
equity method investments primarily included our 40.0%
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. No impairments were recorded
for the three and six months ended June 30, 2026 and 2025.
Net income recognized from our equity interest in the
earnings and losses of these equity method investments was
$21 million and $23 million for the three months ended June
30, 2026 and 2025, respectively, and $47 million and $50
million for the six months ended June 30, 2026 and 2025,
respectively.
Equity Securities 
The carrying amounts of our equity securities are included in
other non-current assets in the Condensed Consolidated
Balance Sheets, with gains and losses recognized in other
income (losses) in the Condensed Consolidated Statements of
Income. The majority of our equity securities as of June 30,
2026 do not have a readily determinable fair value and
therefore we have elected the measurement alternative. We
recognized a net gain from the change in the carrying value
of these equity securities of $17 million for the three and six
months ended June 30, 2026, primarily related to an upward
adjustment due to the identification of an observable price
change for a similar investment of an investee. No material
adjustments were made to the carrying value of these equity
securities for the three and six months ended June 30, 2025.
We mark-to-market equity securities that have a readily
determinable fair value. Gains and losses from the change in
the fair value of these securities were immaterial for the three
months ended June 30, 2026 and the three and six months
ended June 30, 2025. Net loss from the change in the fair
value of these securities was $15 million for the six months
ended June 30, 2026.
As of June 30, 2026 and December 31, 2025, our equity
securities primarily represent various strategic minority
investments made through our corporate venture program.
Purchases and sales of equity securities are included in other
investing activities in the Condensed Consolidated
Statements of Cash Flows.
7. DEFERRED REVENUE
Deferred revenue represents consideration received that is yet
to be recognized as revenue. The changes in our deferred
revenue during the six months ended June 30, 2026 are
reflected in the following table: 
 
Balance at
December
31, 2025
Additions
Revenue
Recognized
Foreign
Currency
Translation
Balance at
June
30, 2026
Capital Access Platforms:
(in millions)
Initial Listings
$96
$28
$(20)
$(1)
$103
Annual
Listings
3
199
(1)
(1)
200
Workflow &
Insights
199
135
(126)
—
208
Other
24
11
(7)
(1)
27
Financial Technology:
Financial
Crime
Management
Technology
189
133
(130)
—
192
Regulatory
Technology
166
82
(107)
—
141
Capital
Markets
Technology
196
59
(103)
(3)
149
Total
$873
$647
$(494)
$(6)
$1,020
In the above table:
•Additions include deferred revenue billed in the current
period, net of recognition.
•Revenue recognized includes revenue recognized during
the current period that was included in the beginning
balance.
•Other, within our Capital Access Platforms segment,
primarily includes deferred revenue from our non-U.S.
listing of additional shares fees and our Index business.
As of June 30, 2026, we estimate that our deferred revenue
will be recognized in the following years:
Fiscal year
ended:
2026
2027
2028
2029
2030
2031+
Total
Capital Access Platforms:
(in millions)
Initial
Listings
$22
$33
$21
$13
$9
$5
$103
Annual
Listings
200
—
—
—
—
—
200
Workflow &
Insights
156
52
—
—
—
—
208
Other
11
8
5
3
—
—
27
Financial Technology:
Financial
Crime
Management
Technology
143
46
2
1
—
—
192
Regulatory
Technology
110
31
—
—
—
—
141
Capital
Markets
Technology
113
31
3
2
—
—
149
Total
$755
$201
$31
$19
$9
$5
$1,020
12
In the preceding table, 2026 represents the remaining six
months of 2026.
Deferred revenue that will be recognized beyond June 30,
2027 is included in other non-current liabilities in the
Condensed Consolidated Balance Sheets. The timing of
recognition of deferred revenue related to certain contracts
represents our best estimates as the recognition is primarily
dependent upon the completion of customization and any
significant modifications made pursuant to existing contracts.
8. DEBT OBLIGATIONS
The following table presents the changes in the carrying
amounts of our debt obligations during the 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 less 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 impact of
foreign currency translation. Our senior unsecured notes are
general unsecured obligations which rank equally with all of
our existing and future unsubordinated obligations and are
not guaranteed by any of our subsidiaries. The senior
unsecured notes were issued under indentures that, among
other things, limit our ability to consolidate, merge or sell all
or substantially all of our assets, create liens, and enter into
sale and leaseback transactions. The senior unsecured notes
may be redeemed by Nasdaq at any time, subject to a make-
whole amount.
Upon a change of control triggering event (as defined in the
various supplemental indentures governing the applicable
notes), the terms require us to repurchase all or part of each
holder’s notes for cash equal to 101% of the aggregate
principal amount purchased plus accrued and unpaid interest,
if any.
The Euro Notes pay interest annually. All other notes pay
interest semi-annually. The U.S. dollar senior unsecured
notes coupon rates may vary with Nasdaq’s debt rating, to the
extent Nasdaq is downgraded below investment grade, up to
an upward rate adjustment not to exceed 2%.
Net Investment Hedge
Our Euro Notes have been designated as a hedge of our net
investment in certain foreign subsidiaries to mitigate the
foreign exchange risk associated with certain investments in
these subsidiaries. Accordingly, the remeasurement of these
notes is recorded in foreign currency translation gains
(losses) within accumulated other comprehensive loss in the
Condensed Consolidated Balance Sheets. For the six months
ended June 30, 2026, the impact of translation decreased the
U.S. dollar value of our Euro Notes by $83 million.
Credit Facilities
2026 Revolving Credit Facility
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. Nasdaq intends to use funds
available under the 2026 Revolving Credit Facility for
general corporate purposes and to provide liquidity to support
our commercial paper program. Nasdaq is permitted to repay
borrowings under our 2026 Revolving Credit Facility at any
time in whole or in part, without penalty.
As of June 30, 2026, no amounts were outstanding on the
2026 Revolving Credit Facility. The $(4) million balance
represents unamortized debt issuance costs which are being
amortized through interest expense over the life of the credit
facility.
13
Borrowings under the revolving credit facility and swingline
borrowings bear interest on the principal amount outstanding
at a variable interest rate based on either the SOFR (or a
successor rate to SOFR), the base rate (as defined in the 2026
Revolving Credit Facility agreement), or other applicable rate
with respect to non-dollar borrowings, plus an applicable
margin that varies with our debt rating. We are charged
commitment fees of 0.080% to 0.150%, depending on our
credit rating, on undrawn amounts. These commitment fees
are included in interest expense and were not material for the
three and six months ended June 30, 2026 and 2025.
The 2026 Revolving Credit Facility contains financial and
operating covenants. Financial covenants include a maximum
leverage ratio. Operating covenants include, among other
things, limitations on 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 2026 Revolving Credit Facility includes an option for
Nasdaq to increase the available aggregate amount by up to
$1.0 billion, subject to the consent of the lenders funding the
increase and certain other conditions.
We maintain a U.S. dollar commercial paper program, which
we may utilize at various times to support liquidity needs.
This program is supported by our 2026 Revolving Credit
Facility. The effective interest rate of commercial paper
issuances fluctuates as short-term interest rates and demand
fluctuate. These fluctuations may impact our interest
expense. As of June 30, 2026, we had $269 million
outstanding under our commercial paper program and no
outstanding balance as of December 31, 2025.
Other Credit Facilities
Certain of our European subsidiaries have several other credit
facilities, which are available in multiple currencies,
primarily to support our Nasdaq Clearing operations in
Europe, as well as to provide a cash pool credit line. These
credit facilities, in aggregate, totaled $198 million as of June
30, 2026 and $208 million as of December 31, 2025 in
available liquidity, none of which was utilized. Generally,
these facilities each have a one-year term, and renew
automatically. The amounts borrowed under these various
credit facilities bear interest on the principal amount
outstanding at a variable interest rate based on a base rate (as
defined in the applicable credit agreement), plus an
applicable margin. We are charged commitment fees (as
defined in the applicable credit agreement), whether or not
amounts have been borrowed. These commitment fees are
included in interest expense and were not material for the
three and six months ended June 30, 2026 and 2025.
These facilities include customary affirmative and negative
operating covenants and events of default.
Debt Covenants
As of June 30, 2026, we were in compliance with the
covenants of all of our debt obligations.
9. RETIREMENT PLANS
Defined Contribution Savings Plan
We sponsor a 401(k) plan, which is a voluntary defined
contribution savings plan, for U.S. employees. Employees are
immediately eligible to make contributions to the plan and
are also eligible for an employer contribution match at an
amount equal to 100.0% of the first 6.0% of eligible
employee contributions. The following table presents the
savings plan expense for the three and 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 Plan. This plan
provides certain eligible employees with the opportunity to
defer a portion of their annual salary and bonus up to certain
approval limits. The deferred plan assets and corresponding
liabilities are measured at fair value and included within
other non-current assets and liabilities in the Condensed
Consolidated Balance Sheets. All deferrals and associated
earnings are our general unsecured obligations and were
immaterial for the three and six months ended June 30, 2026
and 2025.
14
10. SHARE-BASED COMPENSATION
We have a share-based compensation program for employees
and non-employee directors. Share-based awards granted
under this program include restricted stock (consisting of
restricted stock units), PSUs and stock options. For
accounting purposes, we consider PSUs to be a form of
restricted stock. Annual employee awards are generally
granted on or about April 1st 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 the grant date, and the remainder on the third
anniversary of the grant date. Restricted stock unit awards
granted to employees at or above the manager level generally
vest 33% on the second anniversary of the grant date, 33% on
the third anniversary of the grant date, and the remainder on
the fourth anniversary of the grant date.
The following table summarizes our restricted stock activity
for the six months ended June 30, 2026:
Restricted Stock
 
Number of Awards
Weighted-Average
Grant Date Fair
Value
Unvested at December 31,
2025
3,920,464
$64.06
Granted
1,410,453
82.65
Vested
(1,277,881)
59.02
Forfeited
(127,935)
69.56
Unvested at June 30, 2026
3,925,101
$72.21
As of June 30, 2026, $189 million of total unrecognized
compensation cost related to restricted stock is expected to be
recognized over a weighted-average period of 2.6 years.
PSUs
We grant three-year PSUs to certain eligible employees.
PSUs are based on performance measures that impact the
amount of shares that each PSU eligible individual receives,
subject to the satisfaction of applicable market performance
conditions, with a three-year cumulative performance period
that vest at the end of the performance period and which
settle in shares of our common stock. Compensation cost is
recognized over the three-year performance period, taking
into account an estimated forfeiture rate, regardless of
whether the market condition is satisfied, provided that the
requisite service period has been completed. Performance
will be determined by comparing Nasdaq’s TSR to two peer
groups, each weighted 50.0%. The first peer group consists
of the S&P 500 GICS 4020 Index, which is a blend of
exchanges, as well as data, financial technology and banking
companies, and the second peer group consists of all
companies in the S&P 500. Nasdaq’s relative performance
ranking against each of these groups will determine the final
number of shares delivered to each individual under the
program. The award issuance under this program will be
between 0.0% and 200.0% of the number of PSUs granted
and will be determined by Nasdaq’s overall performance
against both peer groups. However, if Nasdaq’s TSR is
negative for the three-year performance period, regardless of
TSR ranking, the award issuance will not exceed 100.0% of
the number of PSUs granted. We estimate the fair value of
PSUs granted under the three-year PSU program using the
Monte Carlo simulation model, as these awards contain a
market condition.
Grants of PSUs that were issued in 2023 with a three-year
performance period exceeded the applicable performance
metrics. As a result, an additional 121,475 shares above the
original target amount were granted in the first quarter of
2026 and were fully vested upon issuance.
15
In 2024, we also granted PSUs with a two-year performance
period to certain eligible executives at the senior vice
president level and above. These PSUs were based on
performance measures relating to the implementation of
certain integration actions in connection with the Adenza
acquisition. Achievement of the targets impacted the amount
of shares that each PSU eligible individual was entitled to
receive. The PSUs had a two-year performance period and
will vest one year after the end of the performance period,
and settled in shares of our common stock. The grantees of
the PSUs under this program were eligible to receive between
0.0% and 200.0% of the number of PSUs granted. The
performance period for these PSUs has ended and exceeded
the applicable performance metrics, and resulted in the
issuance of an additional 87,460 shares for overachievement.
These shares were granted in the first quarter of 2026 and
will vest in January 2027.
The following weighted-average assumptions were used to
determine the weighted-average fair values of the outstanding
PSU awards granted under the three-year PSU program
during the six months ended June 30, 2026 and 2025:
Year of grant date
2026
2025
Weighted-average risk-free
interest rate
3.80%
3.82%
Expected volatility
22.57%
23.27%
Weighted-average grant
date share price
$85.24
$76.04
Weighted-average fair value
at grant date
$100.20
$92.43
The following table summarizes our PSU activity for the six
months ended June 30, 2026:
PSUs
 
Number of
Awards
Weighted-
Average Grant
Date Fair Value
Unvested at December 31,
2025
2,378,130
$74.91
Granted
1,021,588
92.19
Vested
(778,716)
52.72
Forfeited
(9,890)
87.83
Unvested at June 30, 2026
2,611,112
$87.15
As of June 30, 2026, the total unrecognized compensation
cost related to the outstanding PSU awards is $124 million
and is expected to be recognized over a weighted-average
period of 1.4 years.
Stock Options
There were no stock option awards granted for the six
months ended June 30, 2026. We received net cash proceeds
of $3 million from the exercise of 113,611 stock options for
the three months ended June 30, 2026. We received net cash
proceeds of $18 million from the exercise of 806,451 stock
options for the six months ended June 30, 2026.
There were no stock option awards granted and no stock
options exercised for the three and six months ended June 30,
2025.
A summary of our outstanding stock options at June 30, 2026
is as follows:
 
Number of
Stock
Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term (in
years)
Aggregate
Intrinsic
Value (in
millions)
Outstanding at
December 31, 2025
1,420,323
$41.79
Exercised
(806,451)
22.23
Outstanding at
  June 30, 2026
613,872
$67.49
5.5
$7
As of June 30, 2026, the aggregate pre-tax intrinsic value
represents the difference between our closing stock price on
June 30, 2026 of $78.82 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, 2026,
no outstanding stock options were exercisable. 
ESPP
We have an ESPP under which approximately 9.6 million
shares of our common stock were available for future
issuance as of June 30, 2026. Under our ESPP, employees
may purchase shares having a value not exceeding 10.0% of
their annual compensation, subject to applicable annual
Internal Revenue Service limitations. We record
compensation expense related to the 15.0% discount that is
given to our employees.
11. NASDAQ STOCKHOLDERS’ EQUITY
Common Stock
As of 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.
16
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 authorized an
increase to our share repurchase program, bringing the
aggregate authorized amount to $3.0 billion. As of June 30,
2026, the remaining aggregate authorized amount under the
existing share repurchase program was $2.5 billion.
As part of this program, repurchases may be made from time
to time at prevailing market prices in open market purchases,
privately-negotiated transactions, block purchase techniques,
an accelerated share repurchase program or otherwise, as
determined by our management. The repurchases are
primarily funded from existing cash balances. The share
repurchase program may be suspended, modified or
discontinued at any time, and has no defined expiration date.
The following is a summary of our share repurchase activity,
reported based on settlement date, for the six months ended
June 30, 2026:
Six Months Ended
June 30, 2026
Number of shares of common stock
repurchased
10,392,733
Average price paid per share
$86.91
Total purchase price (in millions)
$903
The table above excludes an aggregate of 802,004 shares
withheld to satisfy tax obligations of the grantee upon the
vesting of restricted stock and PSUs.
In January 2026, we entered into a $300 million variable
notional ASR agreement and, upon final settlement in
February 2026, we received a total of 3,142,730 shares plus
$15 million cash reflecting the difference between the
prepayment and final notional amount. These shares are
included in the number of shares of common stock
repurchased in the table above.
In July 2026, we entered into a variable notional ASR
agreement, for which we paid $250 million to a third-party
financial institution in exchange for an initial delivery of
shares of common stock. The final notional amount is subject
to a minimum and maximum and will depend on the price of
our shares of common stock during the term of the ASR. The
final settlement of the ASR agreement is expected to be
completed in the third quarter of 2026.
Under ASR agreements, we make payments to our
counterparties and receive an initial delivery of shares of
common stock. The final number of shares to be repurchased
is based on the volume-weighted average price of Nasdaq's
common stock during the term of the ASR agreement, less a
discount and subject to adjustments pursuant to the terms of
the ASR agreement. At settlement, our counterparty may be
required to deliver additional shares of common stock to us
or, under certain circumstances, we may be required to
deliver shares of our common stock or may elect to make a
cash payment to our counterparty. Receiving our shares of
common stock, during initial delivery and the final receipt of
shares upon settlement of the ASR agreements, results in an
immediate reduction of the outstanding shares used to
calculate the weighted-average common shares outstanding
for basic and diluted earnings per share.
Preferred Stock
Our certificate of incorporation authorizes the issuance of
30,000,000 shares of preferred stock, par value $0.01 per
share, issuable from time to time in one or more series. As of
June 30, 2026 and December 31, 2025, no shares of preferred
stock were issued or outstanding.
Cash Dividends on Common Stock
During the six months ended June 30, 2026, our board of
directors declared and paid the following cash dividends:
Declaration Date
Dividend Per
Common
Share
Record Date
Total
Amount
Paid
Payment
Date
 
 
 
(in millions)
 
January 28,
2026
$0.27
March 16,
2026
$153
March 30,
2026
April 23,
2026
0.31
June 12,
2026
174
June 26,
2026
$327
The total amount paid of $327 million was recorded in
retained earnings in the Condensed Consolidated Balance
Sheets at June 30, 2026.
In July 2026, the board of directors approved a regular
quarterly cash dividend of $0.31 per share on our outstanding
common stock. The dividend is payable on September 25,
2026 to shareholders of record at the close of business on
September 11, 2026. The estimated aggregate payment of this
dividend is $174 million. Future declarations of quarterly
dividends and the establishment of future record and payment
dates are subject to approval by the board of directors.
17
The board of directors maintains a dividend policy with the
intention to provide shareholders with regular and increasing
dividends as earnings and cash flows increase.
12. EARNINGS PER SHARE
The following tables set forth the computation of basic and
diluted earnings per share:
 
Three Months Ended June 30,
 
2026
2025
Numerator:
(in millions, except share and per
share amounts)
Net income attributable to
common shareholders
$507
$452
Denominator:
 
 
Weighted-average common
shares outstanding for basic
earnings per share
564,155,965
574,073,104
Weighted-average effect of
dilutive securities -
Employee equity awards
3,594,251
4,908,053
Weighted-average common
shares outstanding for
diluted earnings per share
567,750,216
578,981,157
Basic and diluted earnings per share:
Basic earnings per share
$0.90
$0.79
Diluted earnings per share
$0.89
$0.78
Six Months Ended June 30,
2026
2025
Numerator:
(in millions, except share and per
share amounts)
Net income attributable to
common shareholders
$1,026
$847
Denominator:
Weighted-average common
shares outstanding for basic
earnings per share
565,482,880
574,556,455
Weighted-average effect of
dilutive securities -
Employee equity awards
4,258,094
4,922,867
Weighted-average common
shares outstanding for
diluted earnings per share
569,740,974
579,479,322
Basic and diluted earnings per share:
Basic earnings per share
$1.81
$1.47
Diluted earnings per share
$1.80
$1.46
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 not 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, 2026 and 2025.
13. 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
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.
18
All derivative contracts are measured at fair value using
Level 2 inputs based on observable foreign currency
exchange rates and interest rates, and recorded under other
current and other non-current assets and other current and
other non-current liabilities in the Condensed Consolidated
Balance Sheets. As of June 30, 2026 and December 31, 2025,
the fair value of these contracts was not material and
therefore not included in the tables above. We do not use
derivative instruments for trading or speculative purposes.
Financial Instruments Not Measured at Fair Value on a
Recurring Basis
Some of our financial instruments are not measured at fair
value on a recurring basis but are recorded at amounts that
approximate fair value due to their liquid or short-term
nature. Such financial assets and financial liabilities include:
cash and cash equivalents, restricted cash and cash
equivalents, receivables, net, certain other current assets,
accounts payable and accrued expenses, Section 31 fees
payable to SEC, accrued personnel costs and certain other
current liabilities.
We have certain investments, primarily our investment in
OCC, which are accounted for under the equity method of
accounting. We have elected the measurement alternative for
all of our equity securities that do not have a readily
determinable fair value, which primarily represent various
strategic investments made through our corporate venture
program. See “Equity Method Investments,” and “Equity
Securities,” of Note 6, “Investments,” for further discussion.
We also consider our debt obligations to be financial
instruments. As of June 30, 2026, the majority of our
outstanding debt obligations were fixed-rate obligations. We
are exposed to changes in interest rates on amounts
outstanding from the sale of commercial paper under our
commercial paper program. We may also be exposed to
changes in interest rates as a result of borrowings under our
2026 Revolving Credit Facility, as the interest rates on this
facility have a variable rate depending on the maturity of the
borrowing and the implied underlying reference rate. The fair
value of our remaining debt obligations utilizing prevailing
market rates for our fixed rate debt was $8.2 billion as of
June 30, 2026 and $8.6 billion as of December 31, 2025. The
discounted cash flow analyses are based on borrowing rates
currently available to us for debt with similar terms and
maturities. Our commercial paper and our fixed rate and
floating rate debt are categorized as Level 2 in the fair value
hierarchy.
For further discussion of our debt obligations, see Note 8,
“Debt Obligations.”
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, 2026 and December 31, 2025, there were no non-
financial assets measured at fair value on a non-recurring
basis.
14. CLEARING OPERATIONS
Nasdaq Clearing
Nasdaq Clearing is authorized and supervised under EMIR as
a multi-asset clearinghouse by the SFSA. Such authorization
is effective for all member states of the European Union and
certain other non-member states that are part of the European
Economic Area, including Norway. The clearinghouse acts as
the CCP for exchange and OTC trades in equity derivatives
and fixed income derivatives. Historically, we also acted as
the CCP for power derivatives and emissions allowance
derivatives. All open interest relating to these products was
transferred to another exchange in March 2026. See Note 4,
“Divestitures,” for further discussion of this transaction.
Through our clearing operations in the financial markets,
which includes the resale and repurchase market, Nasdaq
Clearing is the legal counterparty for, and guarantees the
fulfillment of, each contract cleared. These contracts are not
used by Nasdaq Clearing for the purpose of trading on its
own behalf. As the legal counterparty of each transaction,
Nasdaq Clearing bears the counterparty risk between the
purchaser and seller in the contract. In its guarantor role,
Nasdaq Clearing has precisely equal and offsetting claims to
and from clearing members on opposite sides of each
contract, standing as the CCP on every contract cleared. In
accordance with the rules and regulations of Nasdaq
Clearing, default fund and margin collateral requirements are
calculated for each clearing member’s positions in accounts
with the CCP. See “Default Fund Contributions and Margin
Deposits” below for further discussion of Nasdaq Clearing’s
default fund and margin requirements.
Nasdaq Clearing maintains a member sponsored default fund
related to financial markets. Under this structure, Nasdaq
Clearing and its clearing members must contribute to the total
regulatory capital related to the clearing operations of Nasdaq
Clearing. See “Default Fund Contributions” below for further
discussion of Nasdaq Clearing’s default fund. A power of
assessment and a liability waterfall have also been
implemented to further align risk between Nasdaq Clearing
and its clearing members. See “Power of Assessment” and
“Liability Waterfall” below for further discussion.
19
Default Fund Contributions and Margin Deposits
As of June 30, 2026, clearing member default fund
contributions and margin deposits were as follows:
 
June 30, 2026
 
Cash
Contributions
Non-Cash
Contributions
Total
Contributions
 
(in millions)
Default fund
contributions
$329
$99
$428
Margin deposits
1,994
5,463
7,457
Total
$2,323
$5,562
$7,885
Our clearinghouse holds material amounts of clearing
member cash deposits which are held or invested primarily to
provide security of capital while minimizing credit, market
and liquidity risks. While we seek to achieve a reasonable
rate of return, we are primarily concerned with preservation
of capital and managing the risks associated with these
deposits.
Clearing member cash contributions are maintained in
demand deposits held at central banks and large, highly rated
financial institutions or secured through direct investments,
primarily central bank certificates and highly rated European
government debt securities with original maturities primarily
one year or less, reverse repurchase agreements and
multilateral development bank debt securities. Investments in
reverse repurchase agreements range in maturity from 1 to 8
days and are secured with highly rated government securities
and multilateral development banks. The carrying value of
these securities approximates their fair value due to the short-
term nature of the instruments and reverse repurchase
agreements.
Nasdaq Clearing has invested the total cash contributions of
$2,323 million as of June 30, 2026 and $5,842 million as of
December 31, 2025, in accordance with its investment policy
as follows:
 
June 30, 2026
December 31, 2025
 
(in millions)
Demand deposits
$233
$3,011
Central bank certificates
21
109
Restricted cash and cash
equivalents
$254
$3,120
European government debt
securities
337
292
Reverse repurchase
agreements
1,514
2,245
Multilateral development
bank debt securities
218
185
Investments
$2,069
$2,722
Total
$2,323
$5,842
In the table above, the decrease from December 31, 2025 to
June 30, 2026 is primarily due to the sale of our Nordic
power futures business and includes an unfavorable impact
from currency translation adjustments of $59 million for
restricted cash and cash equivalents and $113 million for
investments.
For the six months ended June 30, 2026 and 2025,
investments related to default funds and margin deposits, net
includes purchases of investment securities of $71,751
million and $45,490 million, respectively, and proceeds from
sales and redemptions of investment securities of $72,291
million and $45,115 million, respectively.
In the investment activity related to default fund and margin
contributions, we are exposed to counterparty risk related to
reverse repurchase agreement transactions, which reflect the
risk that the counterparty might become insolvent and, thus,
fail to meet its obligations to Nasdaq Clearing. We mitigate
this risk by only engaging in transactions with high credit
quality reverse repurchase agreement counterparties and by
limiting the acceptable collateral under the reverse
repurchase agreement to high quality issuers, primarily
government securities and other securities explicitly
guaranteed by a government. The value of the underlying
security is monitored during the lifetime of the contract, and
in the event the market value of the underlying security falls
below the reverse repurchase amount, our clearinghouse may
require additional collateral or a reset of the contract.
Default Fund Contributions
Required contributions to the default fund are proportional to
the exposures of each clearing member. Clearing members’
eligible contributions may include cash and non-cash
contributions. Cash contributions received are maintained in
demand deposits held at central banks and large, highly rated
financial institutions or invested by Nasdaq Clearing, in
accordance with its investment policy, either in central bank
certificates, highly rated government debt securities, reverse
repurchase agreements with highly rated government debt
securities as collateral, or multilateral development bank debt
securities. Nasdaq Clearing maintains and manages all cash
deposits related to margin collateral. All risks and rewards of
collateral ownership, including interest, belong to Nasdaq
Clearing. Clearing members’ cash contributions are included
in default funds and margin deposits in the Condensed
Consolidated Balance Sheets as both a current asset and a
current liability. Non-cash contributions include highly rated
government debt securities that must meet specific criteria
approved by Nasdaq Clearing. Non-cash contributions are
pledged assets that are not recorded in the Condensed
Consolidated Balance Sheets as Nasdaq Clearing does not
take legal ownership of these assets and the risks and rewards
remain with the clearing members. These balances may
fluctuate over time due to changes in the amount of deposits
required and whether members choose to provide cash or
non-cash contributions.
20
In addition to clearing members’ required contributions to the
liability waterfall, Nasdaq Clearing is also required to
contribute capital to the liability waterfall and overall
regulatory capital as specified under its clearinghouse rules.
As of June 30, 2026, Nasdaq Clearing committed capital
totaling $131 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 Consolidated Balance Sheets as all risks and rewards of
collateral ownership, including interest, belong to the
counterparty.
Nasdaq Clearing marks to market all outstanding contracts
and requires payment from clearing members whose
positions have lost value. The mark-to-market process
performed multiple times on a daily basis helps to identify
any clearing members that may not be able to satisfy their
financial obligations in a timely manner allowing Nasdaq
Clearing the ability to mitigate the risk of a clearing member
defaulting due to exceptionally large losses. In the event of a
default, Nasdaq Clearing can access the defaulting member’s
margin and default fund deposits to cover the defaulting
member’s losses.
Regulatory Capital and Risk Management Calculations
Nasdaq Clearing manages risk through a comprehensive
counterparty risk management framework, which comprises
policies, procedures, standards and financial resources. The
level of regulatory capital is determined in accordance with
Nasdaq Clearing’s regulatory capital and default fund policy,
as approved by the SFSA. Regulatory capital calculations are
continuously updated through a proprietary capital-at-risk
calculation model that establishes the appropriate level of
capital.
As mentioned above, Nasdaq Clearing is the legal
counterparty for each contract cleared and thereby guarantees
the fulfillment of each contract. Nasdaq Clearing accounts for
this guarantee as a performance guarantee. We determine the
fair value of the performance guarantee by considering daily
settlement of contracts and other margining and default fund
requirements, the risk management program, historical
evidence of default payments, and the estimated probability
of potential default payouts. The calculation is determined
using proprietary risk management software that simulates
gains and losses based on historical market prices, extreme
but plausible market scenarios, volatility and other factors
present at that point in time for those particular unsettled
contracts. Based on this analysis the estimated liability was
nominal and no liability was recorded as of June 30, 2026.
Power of Assessment 
To further strengthen the contingent financial resources of the
clearinghouse, Nasdaq Clearing has power of assessment that
provides the ability to collect additional funds from its
clearing members to cover a defaulting member’s remaining
obligations up to the limits established under the terms of the
clearinghouse rules. The power of assessment corresponds to
230% of the clearing member’s aggregate contribution to the
financial default fund.
Liability Waterfall
The liability waterfall is the priority order in which the
capital resources would be utilized in the event of a default
where the defaulting clearing member’s collateral and default
fund contribution would not be sufficient to cover the cost to
settle its portfolio. If a default occurs and the defaulting
clearing member’s collateral, including cash deposits and
pledged assets, is depleted, then capital is utilized in the
following amount and order:
•junior capital contributed by Nasdaq Clearing, which
totaled $20 million as of June 30, 2026;
•a loss-sharing pool related only to the financial market that
is contributed to by clearing members and only applies if
the defaulting member’s portfolio includes interest rate
swap products;
•the default fund which includes capital contributions of the
clearing members on a pro-rata basis; and
•senior capital contributed by Nasdaq Clearing, calculated
in accordance with clearinghouse rules, which totaled $24
million as of June 30, 2026.
If additional funds are needed after utilization of the liability
waterfall, or if part of the waterfall has been utilized and
needs to be replenished, then Nasdaq Clearing will utilize its
power of assessment and additional capital contributions will
be required by non-defaulting members up to the limits
established under the terms of the clearinghouse rules.
21
In addition to the capital held to withstand counterparty
defaults described above, Nasdaq Clearing also has
committed capital of $87 million to ensure that it can handle
an orderly wind-down of its operation, and that it is
adequately protected against investment, operational, legal,
and business risks.
Market Value of Derivative Contracts Outstanding
The following table presents the market value of derivative
contracts outstanding prior to netting:
 
June 30, 2026
 
(in millions)
Fixed-income swaps and forwards
$872
Stock options and forwards
387
Index options and forwards
165
Total
$1,424
In the table above:
•We determined the fair value of our option contracts using
standard valuation models that were based on market-based
observable inputs including implied volatility, interest rates
and the spot price of the underlying instrument.
•We determined the fair value of our forward contracts
using standard valuation models that were based on
market-based observable inputs including benchmark rates
and the spot price of the underlying instrument.
Derivative Contracts Cleared
The following table presents the total number of derivative
contracts cleared through Nasdaq Clearing for the six months
ended June 30, 2026 and 2025:
Six Months Ended June 30,
 
2026
2025
Commodity futures and forwards
59,986
137,217
Fixed-income swaps, futures and
forwards
9,502,827
8,657,081
Stock options, futures and
forwards
13,473,382
11,785,557
Index options, futures and
forwards
15,311,951
17,290,381
Total
38,348,146
37,870,236
In the table above, the total volume in cleared power related
to commodity contracts was 117 Terawatt hours (TWh) and
272 TWh for the six months ended June 30, 2026 and 2025,
respectively.
Resale and Repurchase Agreements Contracts
Outstanding and Cleared
The outstanding contract value of resale and repurchase
agreements was $1.2 billion and $800 million as of June 30,
2026 and 2025, respectively. The total number of resale and
repurchase agreements contracts cleared was 1,271,156 and
1,606,945 for the six months ended June 30, 2026 and 2025,
respectively.
15. LEASES
We have operating leases, which are primarily real estate
leases, predominantly for our U.S. and European
headquarters, data centers and for general office space. The
following table provides supplemental balance sheet
information related to Nasdaq’s operating leases:
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 Nasdaq’s 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 the current portion of $74 million.
22
Lease payments in the table above exclude $32 million of
legally binding minimum lease payments for leases signed
but not yet commenced primarily related to data center
expansion.
The following table provides information related to Nasdaq’s
lease term and discount rate:
June 30, 2026
Weighted-average remaining lease term
(in years)
7.7
Weighted-average discount rate
4.3%
The following table provides supplemental cash flow
information related to Nasdaq’s operating leases:
Six Months Ended June 30,
2026
2025
(in millions)
Cash paid for amounts included in
the measurement of operating
lease liabilities
$45
$39
Lease assets obtained in exchange
for operating lease liabilities
$71
$91
Lease assets obtained in exchange for operating lease
liabilities primarily relate to expansion and renewals of data
center leases for the six months ended June 30, 2026 and
2025. For the six months ended June 30, 2025, it also related
to a new lease signed for our European headquarters.
16. INCOME TAXES
Income Tax Provision
The following tables present our income tax provision and
effective tax rate:
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
years 2014 through 2024. Non-U.S. tax returns are subject to
examination by the respective tax authorities for the years
2020 through 2025.
We regularly assess the likelihood of additional assessments
by each jurisdiction and have established tax reserves that we
believe are adequate in relation to the potential for additional
assessments. Examination outcomes and the timing of
examination settlements are subject to uncertainty. Although
the results of such examinations may have an impact on our
unrecognized tax benefits, we do not anticipate that such
impact will be material to our condensed consolidated
financial position or results of operations, but may be
material to our operating results for a particular period and
the effective tax rate for that period.
17. COMMITMENTS, CONTINGENCIES AND
GUARANTEES
Guarantees Issued and Credit Facilities Available
In addition to the default fund contributions and margin
collateral pledged by clearing members discussed in Note 14,
“Clearing Operations,” we have obtained financial guarantees
and credit facilities, which are guaranteed by us through
counter indemnities, to provide further liquidity related to our
clearing businesses. Financial guarantees issued to us totaled
$4 million as of June 30, 2026 and December 31, 2025. As
discussed in “Other Credit Facilities,” of Note 8, “Debt
Obligations,” we also have credit facilities primarily related
to our Nasdaq Clearing operations, which are available in
multiple currencies.
Other Guarantees
Through our clearing operations in the financial markets,
Nasdaq Clearing is the legal counterparty for, and guarantees
the performance of, its clearing members. See Note 14,
“Clearing Operations,” for further discussion of Nasdaq
Clearing performance guarantees.
We believe that the potential for us to be required to make
payments under these arrangements is unlikely. Accordingly,
no contingent liability is recorded in the Condensed
Consolidated Balance Sheets for the above guarantees.
23
Routing Brokerage Activities
One of our broker-dealer subsidiaries, Nasdaq Execution
Services, provides a guarantee to securities clearinghouses
and exchanges under its standard membership agreements,
which require members to guarantee the performance of other
members. If a member becomes unable to satisfy its
obligations to a clearinghouse or exchange, other members
would be required to meet its shortfalls. To mitigate these
performance risks, the exchanges and clearinghouses often
require members to post collateral, as well as meet certain
minimum financial standards. Nasdaq Execution Services’
maximum potential liability under these arrangements cannot
be quantified. However, we believe that the potential for
Nasdaq Execution Services to be required to make payments
under these arrangements is unlikely. Accordingly, no
contingent liability is recorded in the Condensed
Consolidated Balance Sheets for these arrangements.
Legal and Regulatory Matters 
European Commission Matter
In September 2024, the European Commission, or the EC,
conducted an inspection at the Nasdaq Stockholm offices.
The inspection related to a potential competition law concern
regarding the trading of Nordic financial derivatives. We
understand that the EC's focus is a cooperative arrangement
with Eurex that was announced by Eurex and the Helsinki
Stock Exchange in 1999. The Helsinki Stock Exchange was
acquired by Nasdaq as part of our acquisition of OMX AB in
2008. The cooperative arrangement with Eurex fully ended
before Nasdaq learned of the EC's investigation.
In November 2025, the EC opened a formal antitrust
investigation to assess whether Nasdaq and Deutsche Börse
had breached European Union competition rules by
coordinating their conduct in the sector for listing, trading
and clearing of financial derivatives in the European
Economic Area.
We have been cooperating with the EC but are uncertain
about the duration or ultimate outcome of its review, or to the
extent there is any finding against us, the amount of any fines
or other remedies.
Other Matters
Except as disclosed above and in our prior reports filed under
the Exchange Act, we are not currently a party to any
litigation or proceeding that we believe could have a material
adverse effect on our business, consolidated financial
condition, or operating results. However, from time to time,
we have been threatened with, or named as a defendant in,
lawsuits or involved in regulatory proceedings.
In the normal course of business, Nasdaq discusses matters
with its regulators raised during regulatory examinations or
otherwise subject to their inquiries. Management believes
that censures, fines, penalties or other sanctions that could
result from any ongoing examinations or inquiries will not
have a material impact on our consolidated financial position
or results of operations. However, we are unable to predict
the outcome or the timing of the ultimate resolution of these
matters, or the potential fines, penalties or injunctive or other
equitable relief, if any, that may result from these matters.
Tax Audits
We are engaged in ongoing discussions and audits with
taxing authorities on various tax matters, the resolutions of
which are uncertain. Currently, there are matters that may
lead to assessments, some of which may not be resolved for
several years. Based on currently available information, we
believe we have adequately provided for any assessments that
could result from those proceedings where it is more likely
than not that we will be assessed. We review our positions on
these matters as they progress. See “Tax Audits,” of Note 16,
“Income Taxes,” for further discussion.
18. BUSINESS SEGMENTS
We manage, operate and provide our products and services in
three business segments: Capital Access Platforms, Financial
Technology and Market Services. See Note 1, “Organization
and Nature of Operations,” for further discussion of our
reportable segments.
Our management allocates resources, assesses performance
and manages these businesses 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.
24
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
$464
$1,101
$16
$2,101
Transaction-
based
expenses
—
—
(795)
—
(795)
Revenues less
transaction-
based
expenses
520
464
306
16
1,306
Directly
consumed
expenses
172
220
92
—
484
Other
expenses
41
27
20
166
254
Operating
income
$307
$217
$194
$(150)
$568
Depreciation
and
amortization
11
13
11
123
158
Purchases of
property and
equipment
15
29
15
—
59
The following tables present certain information regarding
our business segments for the six months ended June 30,
2026 and 2025:
Capital
Access
Platforms
Financial
Technology
Market
Services
Corporate
Total
June 30, 2026
(in millions)
Total
revenues
$1,186
$1,057
$2,419
$8
$4,670
Transaction-
based
expenses
—
—
(1,762)
—
(1,762)
Revenues less
transaction-
based
expenses
1,186
1,057
657
8
2,908
Directly
consumed
expenses
356
488
192
—
1,036
Other
expenses
87
73
46
297
503
Operating
income
$743
$496
$419
$(289)
$1,369
Depreciation
and
amortization
39
23
25
244
331
Purchases of
property and
equipment
31
68
38
—
137
Capital
Access
Platforms
Financial
Technology
Market
Services
Corporate
Total
June 30, 2025
Total
revenues
$1,028
$896
$2,240
$32
$4,196
Transaction-
based
expenses
—
—
(1,653)
—
(1,653)
Revenues less
transaction-
based
expenses
1,028
896
587
32
2,543
Directly
consumed
expenses
333
426
180
—
939
Other
expenses
81
56
40
312
489
Operating
income
$614
$414
$367
$(280)
$1,115
Depreciation
and
amortization
21
25
22
245
313
Purchases of
property and
equipment
28
51
29
—
108
25
Directly consumed expenses in the table above include both
direct costs and costs of shared resources consumed by the
segment for revenue-generating activities. Other expenses
include indirect overhead costs allocated to our segments.
Other expenses also include expenses allocated to our
Corporate segment. The following tables summarize
revenues and expenses allocated to our Corporate segment:
Three Months Ended June 30,
2026
2025
Revenues:
(in millions)
Divestitures of businesses
$—
$16
Expenses:
Amortization expense of
acquired intangible assets
121
122
Merger and strategic initiatives
expense
5
20
Restructuring charges
14
9
Legal and regulatory matters
6
1
Expenses - divestitures
3
13
Other
1
1
Total expenses
$150
$166
Operating loss
$(150)
$(150)
Six Months Ended June 30,
2026
2025
Revenues:
(in millions)
Divestitures of businesses
$8
$32
Expenses:
Amortization expense of
acquired intangible assets
243
243
Merger and strategic initiatives
expense
9
44
Restructuring charges
24
15
Legal and regulatory matters
12
4
Gain on extinguishment of debt
—
(19)
Expenses - divestitures
8
24
Other
1
1
Total expenses
$297
$312
Operating loss
$(289)
$(280)
For further discussion of our segments’ results, see “Segment
Operating Results,” of “Part I, Item 2. Management’s
Discussion and Analysis of Financial Condition and Results
of Operations.”
The items in the preceding table are not included in the
measurement of segment profitability reviewed by our
CODM, as we believe they do not contribute to a meaningful
evaluation of a particular segment’s ongoing operating
performance. Management does not consider these items for
the purpose of evaluating the performance of our segments or
their managers or when making decisions to allocate
resources. Therefore, we believe performance measures
excluding the below items provide management with a useful
representation of our segments’ ongoing activity in each
period. These items, which are presented in the table above,
include the following:
•Revenues and expenses - divestitures: These amounts
reflect the revenues and expenses associated with our
Nordic power futures business, where we entered into an
agreement to transfer open interest in January 2025 and
completed this transfer in March 2026, and the sale of our
Solovis business in October 2025. See Note 4,
“Divestitures,” for further discussion of this transaction.
•Amortization expense of acquired intangible assets: We
amortize intangible assets acquired in connection with
various acquisitions. Intangible asset amortization expense
can vary from period to period due to episodic acquisitions
completed, rather than from our ongoing business
operations. As such, if intangible asset amortization is
included in performance measures, it is more difficult to
assess the day-to-day operating performance of the
segments, and the relative operating performance of the
segments between periods.
•Merger and strategic initiatives expense: We have pursued
various strategic initiatives and completed acquisitions and
divestitures in recent years that have resulted in expenses
which would not have otherwise been incurred. These
expenses generally include integration costs, as well as
legal, due diligence and other third-party transaction costs.
The frequency and the amount of such expenses vary
significantly based on the size, timing and complexity of
the transactions.
◦For the three and 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,” for further discussion of the restructuring
program.
•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.
•Gain on extinguishment of debt: This gain is recorded in
general, administrative and other expense in the Condensed
Consolidated Statements of Income.
26
Geographic Data
The following tables present total gross revenues by
geographic area for the three and six months ended June 30,
2026 and 2025. Revenues are classified based upon the
location of the customer.
Three Months Ended June 30,
(in millions)
2026
2025
United States
$1,905
$1,699
All other countries
627
402
Total
$2,532
$2,101
Six Months Ended June 30,
(in millions)
2026
2025
United States
$3,437
$3,401
All other countries
1,233
795
Total
$4,670
$4,196
No single customer accounted for 10.0% or more of our
revenues for the three and six months ended June 30, 2026
and 2025.
The following table presents property and equipment, net by
geographic area as of June 30, 2026 and December 31, 2025.
Property and equipment information is based on the physical
location of the assets.
(in millions)
June 30, 2026
December 31, 2025
United States
$520
$500
All other countries
247
228
Total
$767
$728
Property and equipment, net for all other countries primarily
includes assets held in Sweden.
19. RESTRUCTURING CHARGES
In the fourth quarter of 2023, following the closing of the
Adenza acquisition, our management approved, committed to
and initiated a restructuring program, “Adenza
Restructuring” to optimize our efficiencies as a combined
organization. We initiated the program upon the acquisition
of Adenza and further expanded the program in the fourth
quarter of 2024 following the achievement of our initial
targets. We have incurred costs principally related to
employee-related costs, contract terminations, asset
impairments and other related 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
Total restructuring
charges
$14
$9
$24
$15
27
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
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):
59
* 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):
1600
* 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.
268
549755814158
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 
10652
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.
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.
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.
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, 2026 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
Under our board approved share repurchase program, we
may repurchase shares from time to time at prevailing market
prices in open market purchases, privately-negotiated
transactions, block purchases, an accelerated share
repurchase program or otherwise, as determined by our
management. As of June 30, 2026, the remaining aggregate
authorized amount under the existing share repurchase
program was $2.5 billion. The share repurchase program may
be suspended, modified or discontinued at any time, and has
no defined expiration date.
47
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, 2026:
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 2026
 
 
Share
repurchase
program
368,054
$89.40
368,054
$2,851
Employee
transactions
429,824
$85.48
N/A
N/A
May 2026
Share
repurchase
program
1,775,498
$90.53
1,775,498
$2,691
Employee
transactions
1,309
$91.33
N/A
N/A
June 2026
Share
repurchase
program
1,930,367
$83.88
1,930,367
$2,529
Employee
transactions
1,141
$83.34
N/A
N/A
Total Quarter Ended June 30, 2026
Share
repurchase
program
4,073,919
$87.28
4,073,919
$2,529
Employee
transactions
432,274
$85.49
N/A
N/A
In the table above:
•N/A - Not applicable.
•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.
•See “Share Repurchase Program,” of Note 11, “Nasdaq
Stockholders’ Equity,” to the condensed consolidated
financial statements for further discussion of our share
repurchase program. 
Item 5. Other Information
During the three months ended June 30, 2026, none of the
Company’s directors or officers adopted, terminated 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), except as follows and which is
intended to satisfy the affirmative defense of Rule 10b5-1(c): 
on May 7, 2026, Jeremy Skule, Executive Vice President and
Chief Strategy Officer; Executive Chair, Financial Crime
Management Technology, adopted a Rule 10b5-1 trading
plan for the sale of up to 18,000 shares of our common stock
subject to certain conditions and which plan expires on
March 31, 2027.
48
Item 6. Exhibits
Exhibit Number
101
The following materials from the Nasdaq,
Inc. Quarterly Report on Form 10-Q for the
quarter ended June 30, 2026, formatted in
iXBRL (Inline eXtensible Business
Reporting Language): (i) Condensed
Consolidated Balance Sheets as of June 30,
2026 and December 31, 2025; (ii)
Condensed Consolidated Statements of
Income for the three and six months ended
June 30, 2026 and 2025; (iii) Condensed
Consolidated Statements of Comprehensive
Income for the three and six months ended
June 30, 2026 and 2025; (iv) Condensed
Consolidated Statements of Changes in
Stockholders’ Equity for the three and six
months ended June 30, 2026 and 2025; (v)
Condensed Consolidated Statements of Cash
Flows for the six months ended June 30,
2026 and 2025; 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.
^ Certain schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. Nasdaq, Inc. hereby
undertakes to furnish supplemental copies of any of the
omitted schedules or exhibits to the Securities and Exchange
Commission upon request.
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 23, 2026.
Nasdaq, Inc.
(Registrant)
By:
/s/ Adena T. Friedman
Name:
Adena T. Friedman
Title:
Chief Executive Officer
Date:
July 23, 2026
By:
/s/ Sarah Youngwood
Name:
Sarah Youngwood
Title:
Executive Vice President and
Chief Financial Officer
Date:
July 23, 2026
EX-10.1 2 ndaq6302026ex-101.htm EX-10.1 NDAQ 6.30.2026 EX-10.1
Exhibit 10.1
NASDAQ, INC.
RESTRICTED STOCK UNIT AWARD CERTIFICATE
Award Date:  [April 1, 2026]
Number of Restricted Stock Units:
Final Vesting
Date: ___________
            (See below)
THIS CERTIFIES THAT Nasdaq, Inc. (the “Company”) has on the Award Date specified above
granted to
[NAME]
(the “Participant”) an award (the “Award”) to receive the number of Restricted Stock Units (the
“RSUs”) indicated in the box above labeled “Number of Restricted Stock Units,” each RSU
representing the right to receive one share of the Company’s common stock, $0.01 per value per
share (the “Share”), subject to certain restrictions and on the terms and conditions contained in
this award certificate (“Award Certificate”) and the Nasdaq, Inc. Equity Incentive Plan (as
amended and restated April 24, 2018) (the “Plan”).  For purposes of this Award Certificate, if the
Participant is not employed by the Company, “Employer” means the Subsidiary that employs the
Participant. Capitalized terms not otherwise defined have the meanings set forth in the Plan. A
copy of the Plan is available from People@Nasdaq, and is also available on the Company’s
website.
*    *    *
1.Rights of the Participant with Respect to the Restricted Stock Units.
(a)Prior to vesting of the RSUs pursuant to Section 2, (i) the Participant shall not be
treated as a shareholder as to Shares issuable to the Participant with respect to such RSUs, and
shall only have a contractual right to receive such Shares following such vesting, unsecured by
any assets of the Company or its Subsidiaries; (ii) the Participant shall not be permitted to vote
the RSUs or the Shares issuable with respect to such RSUs; and (iii) the Participant’s right to
receive such Shares following vesting of the RSUs shall be subject to the adjustment provisions
set forth in Section 13 of the Plan.  The RSUs shall be subject to all of the restrictions hereinafter
set forth. 
(b)At the sole discretion of the Committee, the Participant shall be permitted to
receive cash payments equal to the dividends and distributions paid on Shares (other than
dividends or distributions of securities of the Company which may be issued with respect to
Shares by virtue of any stock split, combination, stock dividend or recapitalization) to the same
extent as if each RSU was a Share, and those Shares were not subject to the restrictions imposed
by this Award Certificate and the Plan; provided, however, that no dividends or distributions
shall be payable to or for the benefit of the Participant with respect to record dates for such
dividends or distributions occurring on or after the date, if any, on which the Participant has
forfeited the RSUs.
-2-
2.Vesting.
(a)Except as otherwise provided under this Award Certificate, the RSUs shall vest in
accordance with the following vesting schedule:  33% of the RSUs shall vest on the second
anniversary of the Award Date (specified above); an additional 33% of the RSUs shall vest on
the third anniversary of the Award Date; and the remaining balance of the RSUs shall vest on the
fourth anniversary of the Award Date (the “Final Vesting Date”); provided, in each case, that the
Participant remains in continuous employment with the Company or any of its Subsidiaries until
such date(s).
(b)If, prior to the Final Vesting Date of the RSUs under paragraph (a) above the
Participant has a Separation from Service (as defined in the Plan) with the Company or any of its
Subsidiaries for any reason (voluntary or involuntary), then such non-vested RSUs shall be
immediately and irrevocably forfeited, except as otherwise provided in Section 8(e)(ii) of the
Plan (Separation from Service by reason of death or Retirement) or Section 12 of the Plan
(Separation from Service following a Change in Control).  Notwithstanding anything to the
contrary in the Plan or this Award Certificate, and for purposes of clarity, any Separation from
Service shall be effective as of the date the Participant’s active employment ends and shall not be
extended by any statutory or common law notice period.
(c)If, prior to the vesting of the RSUs under paragraph (a) above the Participant is
determined by the insurance carrier under the Company’s then-current long-term disability plan
to be entitled to receive benefits under such plan, and, by reason of such Disability, is deemed to
have a Separation from Service (within the meaning of the Plan), then an amount of unvested
RSUs shall vest as described in Section 8(e)(iii) of the Plan.
3.Issuance of Shares.  Following the applicable vesting date with respect to the RSUs, and
subject to the terms and conditions of the Plan, the Company will issue Shares with respect to
such vested RSUs net of any Shares withheld by the Company to satisfy the payment of taxes as
described in Section 6 of this Award Certificate.  Such issuance shall take place as soon as
practicable following the applicable vesting date (but in no event later than 60 days following the
applicable vesting date described in Section 2(a), (b) or (c) above).  The Shares issued in respect
of the RSUs shall be subject to such stop transfer orders and other restrictions as the Committee
may determine is required by the rules, regulations, and other requirements of the Securities and
Exchange Commission, The Nasdaq Stock Market, any applicable federal, state or local laws and
the Company’s Certificate of Incorporation and By-Laws, and the Committee may cause a
legend or legends to be put on such Shares to make appropriate reference to such restrictions. 
The Company may make delivery of Shares in settlement of RSUs by either (A) delivering
certificates representing such Shares to the Participant, registered in the name of the Participant,
or (B) by depositing such Shares into a stock brokerage account maintained for the Participant. 
The Company will not deliver any fractional Shares but will instead round down to the next full
number the amount of Shares to be delivered.
4.No Right to Continued Employment.  Neither the Plan nor this Award Certificate shall
confer on the Participant any right to be retained, in any position, as an employee, consultant or
director of the Company, and nothing in this Award Certificate or the Plan shall be construed to
limit the discretion of the Company (or the Employer) to terminate the Participant’s employment
at any time, with or without cause.
5.Transferability.
(a)The RSUs are not transferable and may not be sold, assigned, transferred,
disposed of, pledged or otherwise encumbered by the Participant, other than by will or the laws
of descent and distribution.  Upon such transfer (by will or the laws of descent and distribution),
-3-
such transferee in interest shall take the rights granted herein subject to all the terms and
conditions hereof.
(b)Subject to Section 5(a) hereof, in order to comply with any applicable securities
laws, the Shares issued to the Participant with respect to vested RSUs may only be sold by the
Participant following registration of such Shares under the U.S. Securities Act of 1933, as
amended, or pursuant to an exemption therefrom.
(c) Following settlement and issuance of Shares, in the event the Company permits
Participant to arrange for sale of Shares through a broker or another designated agent of the
Company, Participant acknowledges and agrees that the Company may block any such sale and/
or cancel any order to sell placed by the Participant, in each case if the Participant is not then
permitted under the Company’s insider trading policy to engage in transactions with respect to
securities of the Company. If the Committee determines that the ability of the Participant to sell
or transfer Shares is restricted, then the Company may notify the Participant in accordance with
Section 14 of this Award Certificate. The Participant may only sell such Shares in compliance
with such notification from the Company.
6.Withholding. 
(a)In order to comply with all applicable federal, state and local tax laws or
regulations, the Company may take such actions as it deems appropriate to ensure that all
applicable federal, state and local income, payroll or other taxes are withheld or collected from
the Participant.
(b)In accordance with the terms of the Plan, and such rules as may be adopted by the
Committee under the Plan, the Participant may elect to satisfy the Participant’s federal, state and
local tax withholding obligations arising from the receipt of, the vesting of or the lapse of
restrictions relating to, or the settlement of, the RSUs, by one or a combination of (i) delivering
cash, check or money order payable to the Company, (ii) delivering to the Company other
Shares, (iii) having the Company withhold a portion of the Shares otherwise to be delivered
having a Fair Market Value sufficient to satisfy the statutory withholding required with respect
thereto to the extent permitted by the Company; or (iv) having the Company (or the Subsidiary
that employs the Participant) withhold any amounts necessary to pay the statutory withholding
required from the Participant’s salary or other amounts payable to the Participant. The Company
will not deliver any fractional Shares but will instead round down to the next full number the
amount of Shares to be delivered. The Participant’s election must be made on or before the date
that any such withholding obligation with respect to the RSUs arises. If the Participant fails to
timely make such an election, the Company shall have the right to withhold a portion of the
Shares otherwise to be delivered having a Fair Market Value equal to the statutory amount of
withholding with respect to applicable taxes, as determined by the Company in its sole
discretion.  The net settlement of the shares underlying the vested RSUs and the delivery of
Shares previously owned are hereby specifically authorized alternatives for the satisfaction of the
foregoing withholding obligation.  To the extent necessary to meet any obligation to withhold
Federal Insurance Contributions Act taxes before delivery of the Shares, the Company is
authorized to deduct those taxes from other current wages or other compensation.
7.Governing Law.  This Award Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the conflicts of law
provisions thereof.
-4-
8.Amendments. The Company, acting by means of the Committee, has the right, as set
forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or
retroactively; provided however, that no such amendment, alteration, suspension, discontinuance
or cancelation of the RSUs will adversely affect the Participant’s material rights under this
Award Certificate without the Participant’s consent.  The Company has the authority to amend
this Award Certificate, consistent with the foregoing, without the Participant’s written
agreement, except as set forth in this Section 8.
In the event that the Company is reorganized or liquidated, or if all or substantially all of
its assets are sold, or if the Company is merged or consolidated with another corporation or entity
(or in the event the Company consummates a written agreement to accomplish any of the
foregoing), the Committee may, in its sole discretion and upon at least 10 days advance notice to
the Participant, cancel any outstanding RSUs and cause the Participant to be paid (in cash or in
stock, or any combination thereof) the value of such RSUs based upon the price per Share
received or to be received in the transaction.
9.Administration.  This Award Certificate shall at all times be subject to the terms and
conditions of the Plan.  The Committee shall have sole and complete discretion with respect to
all matters reserved to it by the Plan and decisions of the Committee with respect thereto and this
Award Certificate shall be final and binding upon the Participant and the Company.  The
Committee has the authority and discretion to determine any questions which arise in connection
with the award of the RSUs hereunder.
10.Compliance with Code Section 409A for U.S. Taxpayers. 
(a)Distributions of Shares in settlement of RSUs as described herein which represent
a “deferral of compensation” within the meaning of Code section 409A shall conform to the
applicable requirements of Code section 409A, including, without limitation, the requirement
that a distribution to a Participant who is a “specified employee” within the meaning of Code
section 409A(a)(2)(B)(i) which is made on account of the specified employee’s Separation from
Service shall not be made before the date which is six (6) months after the date of Separation
from Service. However, distributions as aforesaid shall not be deemed to be a “deferral of
compensation” subject to Code section 409A to the extent provided in the exception in Treasury
Regulation Section 1.409A-1(b)(4) for short-term deferrals.
(b)It is the intention of the Company and Participant that this Award Certificate not
result in an unfavorable tax consequences to Participant under Code Section 409A.  Accordingly,
as permitted by the Plan, the Company may at any time (without the consent of the Participant)
modify or amend the Plan or this Award Certificate to the extent necessary to ensure that the
Award is not “deferred compensation” subject to Code Section 409A (or, alternatively, to
conform to the requirements of Code Section 409A).  Any such amendments shall be made in a
manner that preserves to the maximum extent possible the intended benefits to Participant.  This
paragraph does not create an obligation on the part of Company to modify this Award Certificate
and does not guarantee that the amounts or benefits owed under this Award Certificate will not
be subject to interest and penalties under Code Section 409A.  For purposes of applying the
provisions of Code Section 409A, to the extent applicable, each group of RSUs that would vest
in accordance with Section 2(a) shall be treated as a separate payment.
(c)While the Company intends that this Award Certificate and the RSUs granted
hereunder comply with or be exempt from the requirements of Code Section 409A and any
related regulations or other guidance promulgated thereunder, neither the Company or the
Committee nor any of their respective affiliates shall be liable to any person for the tax
-5-
consequences of any failure to comply with the requirements of Code Section 409A or any other
tax consequences relating to this Award.
11.Imposition of Other Requirements.  The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares
acquired under the Plan, to the extent the Company determines it is necessary or advisable in
order to comply with local law or facilitate the administration of the Plan, and to require the
Participant, as a condition of receipt of Shares underlying an RSU, to sign any additional Award
Certificates or undertakings that may be necessary to accomplish the foregoing.
12.Nature of Grant.  In accepting the Award, the Participant acknowledges, understands and
agrees that:
(i) the Plan is established voluntarily by the Company, it is discretionary in nature,
and may be modified, amended, suspended or terminated by the Company at any time, to the
extent permitted by the Plan;
(ii)all decisions with respect to future Awards or other grants, if any, will be at the
sole discretion of the Company;
(iii) the grant of the RSUs and the Participant’s participation in the Plan shall not
create a right to employment or be interpreted as forming an employment or service contract with
the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the
Company, the Employer or any Subsidiary, as applicable, to terminate the Participant’s
employment or service relationship (if any);
(iv) the Participant is voluntarily participating in the Plan;
(v) the RSUs and any Shares issued under the Plan and the income and value of the
same are not intended to replace any pension rights or compensation;
(vi) the future value of the Shares underlying the RSUs is unknown, indeterminable
and cannot be predicted with certainty;
(vii)unless otherwise agreed with the Company, the Award and the Shares subject to
the Award, and the income and value of same, are not granted as consideration for, or in
connection with, the service Participant may provide as a director of a Subsidiary of the
Company;
(viii)no claim or entitlement to compensation or damages shall arise from forfeiture of
the RSUs resulting from Separation from Service (for any reason whatsoever, whether or not
later found to be invalid or in breach of employment laws in the jurisdiction where the
Participant is employed or the terms of the Participant’s employment agreement, if any), and in
consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the
Participant irrevocably agrees never to institute any claim against the Company, any of its
Subsidiaries or the Employer, waives his ability, if any, to bring any such claim, and releases the
Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the
foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating
in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim
and agrees to execute any and all documents necessary to request dismissal or withdrawal of
such claim; and
(ix)the Participant acknowledges and agrees that neither the Company, the Employer
nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the
Participant’s local currency and the United States Dollar that may affect the value of the RSUs or
of any amounts due to the Participant pursuant to the vesting and settlement of the RSU or the
subsequent sale of any Shares issued upon settlement.
-6-
13.Consent to Collection, Processing and Transfer of Personal Data.  Pursuant to applicable
personal data protection laws, the Company hereby notifies the Participant of the following in
relation to the Participant’s personal data and the collection, processing and transfer of such
data in relation to the Company’s grant of this Award and the Participant’s participation in
the Plan.  The collection, processing and transfer of the Participant’s personal data are
necessary for the Company’s administration of the Plan and the Participant’s participation in
the Plan.  The Participant’s denial and/or objection to the collection, processing and transfer
of personal data may affect the Participant’s participation in the Plan.  As such, the
Participant voluntarily explicitly and unambiguously acknowledges and consents (where
required under applicable law) to the collection, use, processing and transfer of personal data
as described in this Award Certificate and any other Award grant materials by and among, as
applicable, the Company, its Subsidiaries and/or the Employer for the purpose of
implementing, administering and managing the Participant's participation in the Plan. 
The Company and its Subsidiaries, including the Employer hold certain personal
information about the Participant, including, but not limited to his or her name, home
address, email address and telephone number, date of birth, social security number, passport
number or other employee identification number, salary, nationality, job title, any Shares or
directorships held in the Company, details of all Awards or any other entitlement to Shares
awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor
(“Data”), for the exclusive purpose of managing and administering the Plan.
The Company and its Subsidiaries, including the Employer, will transfer Data amongst
themselves as necessary for the purpose of implementation, administration and management
of the Participant’s participation in the Plan, and the Company and its Subsidiaries, including
the Employer, may each further transfer Data to a designated Plan broker, administrative
agent or such other stock plan service provider as may be selected by the Company presently
or in the future (a “Plan Service Provider”), which may be assisting the Company in the
implementation, administration and management of the Plan.  These recipients may be located
throughout the world. The Participant understands that if he or she resides outside the United
States, the Participant may request a list with the names and addresses of any potential
recipients of the Data by contacting the Participant’s local human resources representative.
The Participant hereby authorizes (where required under applicable law) the Company, any
Plan Service Provider and any other possible recipients which may assist the Company
(presently or in the future) to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the sole purpose of implementing, administering and managing the
Participant’s participation in the Plan. Furthermore, the Participant acknowledges and
understands that the transfer of the Data to the Company or its Subsidiaries, including the
Employer, to any Plan Service Provider, or to any third parties is necessary for the
Participant’s participation in the Plan.  The Participant understands that Data will be held
only as long as is necessary to implement, administer and manage the Participant’s
participation in the Plan.  If the Participant does not consent, or if the Participant later seeks
to revoke his or her consent, the Participant’s employment status or service and career with
the Company and its Subsidiaries will not be affected. The only consequence of refusing or
withdrawing the Participant’s consent is that the Company may not be able to grant the
Participant RSUs or other awards or administer or maintain such awards.  Therefore, the
Participant acknowledges that withdrawal of consent may affect the Participant’s ability to
vest in or realize benefits from the RSUs, and the Participant’s ability to participate in the
Plan, in which case neither the Company nor any of its Subsidiaries, including the Employer,
-7-
will have any liability or obligation to the Participant related to this Award.  For more
information on the consequences of refusal to consent or withdrawal of consent, the
Participant understands that he or she may contact his or her local human resources
representative.
Finally, upon request of the Company or the Employer, the Participant agrees to provide
an executed data privacy consent form (or any other agreements or consents that may be
required by the Company and/or the Employer) that the Company and/or the Employer may
deem necessary to obtain from the Participant for the purpose of administering the
Participant’s participation in the Plan in compliance with the data privacy laws in the
Participant’s country, either now or in the future.  The Participant understands and agrees
that the Participant will not be able to participate in the Plan if the Participant fails to provide
any such consent or agreement requested by the Company and/or the Employer.
14.Notices.  Any notice, request, instruction or other document given under this Award
Certificate shall be in writing and may be delivered by such method as may be permitted by the
Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of
the Company at the principal office of the Company and, in the case of the Participant, to the
Participant’s address as shown in the records of the Company or to such other address as may be
designated in writing (or by such other method approved by the Company) by either party.
15.Severability.  The invalidity or unenforceability of any provision of this Award
Certificate shall not affect the validity or enforceability of any other provision of this Award
Certificate, and each other provision of the Award Certificate shall be severable and enforceable
to the extent permitted by law.
16.Award Subject to Plan; Amendments to Award.  This Award is subject to the Plan as
approved by the shareholders of the Company.  The terms and provisions of the Plan as it may be
amended from time to time are hereby incorporated herein by reference.  In the event of a
conflict between any term or provision contained in this Award Certificate and a term or
provision of the Plan, the applicable terms and provisions of this Award Certificate will govern
and prevail.
17.Discretionary Nature of Plan; No Vested Rights.  The grant of the Award represented by
this Award Certificate is exceptional, voluntary and occasional and does not create any
contractual or other right to receive an award or benefit in lieu of an award in the future, even if
awards have been granted in the past.  Future Awards, if any, will be at the sole discretion of the
Company, including, but not limited to, the form and timing of an Award, the number of Shares
subject to the Award, and the vesting provisions.  Any amendment, modification or termination
of the Plan shall not constitute a change or impairment of the terms and conditions of the
Participant’s employment with the Company.
18.Private Placement.  The grant of the RSUs is not intended to be a public offering of
securities in the Participant’s country of residence (and country of employment, if different). 
The Company has not submitted any registration statement, prospectus or other filings with the
local securities authorities (unless otherwise required under local law), and the grant of the RSUs
is not subject to the supervision of the local securities authorities. 
19.No Advice Regarding Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding the Participant's
participation in the Plan, or his acquisition or sale of the underlying Shares.  The Participant
acknowledges that he should consult with his own personal tax, legal and financial advisors
regarding his participation in the Plan before taking any action related to the Plan.
-8-
20.Clawback.  Notwithstanding any provision to the contrary, any “clawback” or
“recoupment” policy required under applicable law or provided for under Company policy, as
amended from time to time, shall automatically apply to this Award.
21.Entire Agreement. This Award Certificate represents the entire understanding and
agreement between the parties with respect to the subject matter of this Award Certificate and
supersedes and replaces all previous agreements, arrangements, understandings, rights,
obligations and liabilities between the parties in respect of such matters.
22.Execution of Agreement.  By electronically or otherwise accepting this Award
Certificate, the Participant acknowledges his or her understanding and acceptance of the terms
and conditions of the Award.  The Company has no obligation to issue the Participant Shares
under this Award Certificate if the Participant does not accept the Award.  Further, any
acceptance of Shares issued pursuant to this Award Certificate shall constitute the Participant’s
acceptance of the Award and the Participant’s agreement with all terms and conditions of the
Award, as set forth in the Plan and this Award Certificate.
23.Insider Trading / Market Abuse Laws. The Participant acknowledges that, depending on
the Participant’s or the Participant’s broker’s country of residence or where the Shares are listed,
the Participant may be subject to insider trading and/or market abuse laws, which may affect the
Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares (e.g.,
RSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such times as
the Participant is considered to have “inside information” regarding the Company as defined by
the laws or regulations in the Participant’s country. Local insider trading laws and regulations
may prohibit the cancellation or amendment or amendment of orders the Participant placed
before the Participant possessed inside information. Furthermore, the Participant could be
prohibited from (i) disclosing the inside information to any third party (other than on a "need to
know") and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. The
Participant should keep in mind third parties includes fellow employees. The requirements of
these laws may or may not be consistent with the terms of any applicable Company’s insider
trading policy.  The Participant acknowledges that it is his or her responsibility to be informed of
and compliant with any such laws and such Company policies, and is hereby advised to speak to
his or her personal legal advisor on this matter.
24.Waiver. The Participant acknowledges that a waiver by the Company of a breach of any
provision of this Award Certificate shall not operate or be construed as a waiver of any other
provision of this Award Certificate, or of a prior or subsequent breach by the Participant or any
other Participant.
-9-
NASDAQ, INC.
shape-b67bb985ff42a5f3.gif
By:    Bryan Smith
Title: EVP and Chief People Officer
EX-10.2 3 ndaq6302026ex-102.htm EX-10.2 NDAQ 6.30.2026 EX-10.2
Exhibit 10.2
NASDAQ, INC.
RESTRICTED STOCK UNIT AWARD CERTIFICATE
Award Date: June 10, 2026
Number of Restricted Stock Units: # GRANTED
SHARES
THIS CERTIFIES THAT Nasdaq, Inc. (the “Company”) has on the Award Date specified above
granted to
DIRECTOR NAME
(the “Director”) an award (the “Award”) to receive the number of Restricted Stock Units (the
“RSUs”) indicated in the box above labeled “Number of Restricted Stock Units,” with each RSU
representing the right to receive one share of the Company’s common stock, $0.01 per value per
share (the “Share”), subject to certain restrictions and on the terms and conditions contained in
this award certificate (the “Award Certificate”) and the Nasdaq, Inc. Equity Incentive Plan (as
amended and restated April 24, 2018) (the “Plan”).  Capitalized terms not otherwise defined have
the meanings set forth in the Plan.  A copy of the Plan is available from the People@Nasdaq
team, and is also available on the Company’s website.
*    *    *
1.Rights of the Director with Respect to the Restricted Stock Units.
(a)Prior to vesting of the RSUs pursuant to Section 2, (i) the Director shall not be
treated as a shareholder as to Shares issuable to the Director with respect to such RSUs, and shall
only have a contractual right to receive such Shares following such vesting, unsecured by any
assets of the Company or its Subsidiaries; (ii) the Director shall not be permitted to vote the
RSUs or the Shares issuable with respect to such RSUs; and (iii) the Director’s right to receive
such Shares following vesting of the RSUs shall be subject to the adjustment provisions set forth
in Section 13 of the Plan.  The RSUs shall be subject to all of the restrictions hereinafter set
forth. 
(b)At the sole discretion of the Committee, the Director shall be permitted to receive
cash payments equal to the dividends and distributions paid on Shares (other than dividends or
distributions of securities of the Company which may be issued with respect to Shares by virtue
of any stock split, combination, stock dividend or recapitalization) to the same extent as if each
RSU was a Share, and those Shares were not subject to the restrictions imposed by this Award
Certificate and the Plan; provided, however, that no dividends or distributions shall be payable to
or for the benefit of the Director with respect to record dates for such dividends or distributions
occurring on or after the date, if any, on which the Director has forfeited the RSUs.
-2-
2.Vesting.
(a)Except as otherwise provided under this Award Certificate, and contingent upon
the Director’s continued service, the RSUs shall vest in accordance with the following vesting
schedule: 100% of the RSUs shall vest on June 11, 2027 (the “Final Vesting Date”).
3.Termination of Service. 
(a)If the Company terminates the Director’s service on the Board on account of
“Misconduct” (as such term is defined below), all RSUs which have not as of the date of such
termination become vested shall be deemed canceled and forfeited on the effective date of such
termination without further consideration to the Director.
(b)If the Director’s service on the Board terminates by reason of death or
“Disability” (as such term is defined below), all RSUs shall become vested on the date of such
termination.
(c)If the Director’s service on the Board terminates by reason of the expiration of his
“Term” (as such term is defined below) prior to the date his RSUs would otherwise vest pursuant
to Section 2 hereof, all RSUs shall become vested RSUs.
(d)  If the Director’s service on the Board terminates for any reason other than those
set forth in Sections (a) through (c) of this Section 3, all RSUs which have not as of the date of
such termination become vested shall be deemed canceled and forfeited on the effective date of
such termination without further consideration to the Director, unless otherwise specifically
determined at the sole discretion of the Committee, which may provide, subject to Section 11,
the Director to be treated as satisfying the service requirement on the Final Vesting Date
specified in Section 2, either on a full or pro-rated basis.
(e)For purposes of this Award Certificate the terms “Misconduct,” “Disability,” and
“Term” shall have meanings set forth in this Section 3(e):
(i)“Misconduct” means the Director’s conviction of, or pleading nolo
contendre to a felony or to any crime, whether a felony or misdemeanor,
involving the purchase or sale of any security, mail or wire fraud, theft or
embezzlement of Company property or a material breach of the Director’s
fiduciary duty to the Company or its shareholders.
(ii)“Disability” means the Director’s physical or mental incapacity for a
period of 45 consecutive working days or 60 days in a six (6) month
period which makes the Director unable to perform his duties to the
Company.  Any question as to the existence of the Disability of the
Director shall be determined by a qualified physician selected by the
Company.
(iii)“Term” shall mean each term of service on the Board commencing on the
Director’s election or most recent re-election to the Board and ending on
the first anniversary thereafter unless the Director was elected for a longer
or shorter period, in which event the longer or shorter period shall be the
-3-
Term; provided, however, that the Term shall be deemed to include any
automatic renewal thereof.
4.Issuance of Shares.  Following the applicable vesting date with respect to the RSUs, and
subject to the terms and conditions of the Plan, the Company will issue Shares with respect to
such vested RSUs, net of any Shares withheld by the Company to satisfy the payment of taxes as
described in Section 7 herein.  Such issuance shall take place as soon as practicable following the
applicable vesting date (but in no event later than 60 days following the applicable vesting date
described in Section 2 above).  The Shares issued in respect of the RSUs shall be subject to such
stop transfer orders and other restrictions as the Committee may determine is required by the
rules, regulations, and other requirements of the Securities and Exchange Commission, The
Nasdaq Stock Market, any applicable federal, state or local laws and the Company’s Certificate
of Incorporation and By-Laws, and the Committee may cause a legend or legends to be put on
such Shares to make appropriate reference to such restrictions.  The Company may make
delivery of Shares in settlement of RSUs by either (A) delivering certificates representing such
Shares to the Director, registered in the name of the Director, or (B) by depositing such Shares
into a stock brokerage account maintained for the Director.  The Company will not deliver any
fractional Shares but will instead round down to the next full number the amount of Shares to be
delivered.
Notwithstanding anything in this Section 4 to the contrary, the Company may, in its sole
discretion, settle the RSUs in the form of a cash payment to the extent settlement in Shares is
prohibited under local law, or would require the Director, the Company and/or a Subsidiary to
obtain the approval of any governmental and/or regulatory body in the Director’s country of
residence (and country where the Director performs services, if different).  Alternatively, the
Company may, in its sole discretion, settle the RSUs in the form of Shares but require the
Director to immediately sell such Shares (in which case, the Award Certificate shall give the
Company the authority to issue sales instructions on behalf of the Director).
5.No Right to Continued Service.  Neither the Plan nor this Award Certificate shall confer
on the Director any right to be retained, in any position, as an employee, consultant or director of
the Company.
6.Transferability.
(a)At any time prior to becoming vested, the RSUs are not transferable and may not
be sold, assigned, transferred, disposed of, pledged or otherwise encumbered by the Director,
other than by will or the laws of descent and distribution.  Upon such transfer (by will or the laws
of descent and distribution), such transferee in interest shall take the rights granted herein subject
to all the terms and conditions hereof.
(b)Subject to Section 6(a) hereof, in order to comply with any applicable securities
laws, the Shares issued to the Director with respect to vested RSUs may only be sold by the
Director following registration of such Shares under the U.S. Securities Act of 1933, as
amended, or pursuant to an exemption therefrom.
(c)Following settlement and issuance of Shares, in the event the Company permits
the Director to arrange for sale of Shares through a broker or another designated agent of the
Company, Director acknowledges and agrees that the Company may block any such sale and/or
cancel any order to sell placed by the Director, in each case if the Director is not then permitted
under the Company’s insider trading policy to engage in transactions with respect to securities of
the Company. If the Committee determines that the ability of the Director to sell or transfer
-4-
Shares is restricted, then the Company may notify the Director in accordance with Section 13 of
this Award Certificate. The Director may only sell such Shares in compliance with such
notification from the Company.
7.Withholding. 
(a)The Director acknowledges that, regardless of any action taken by the Company,
the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment
on account or other tax-related items related to the Director's participation in the Plan and legally
applicable to the Director (“Tax-Related Items”), is and  remains the Director's responsibility and
may exceed any amount actually withheld by the Company and/or any Subsidiary.  The Director
further acknowledges that the Company (i) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the
grant, vesting or settlement of the RSUs, the issuance of Shares upon settlement of the RSUs, the
subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends
and/or dividend equivalent amounts; and (ii) do not commit to, and are under no obligation to,
structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Director's
liability for Tax-Related Items or achieve any particular tax result.  Further, if the Director has
become subject to Tax-Related Items in more than one jurisdiction, the Director acknowledges
that the Company may be required to withhold or account for Tax-Related Items in more than
one jurisdiction.
(b)In order to comply with all applicable federal, state and local tax laws or
regulations, the Company may take such actions as it deems appropriate to ensure that all
applicable Tax-Related Items are withheld or collected from the Director.
(c)In accordance with the terms of the Plan, and such rules as may be adopted by the
Committee under the Plan, the Director may elect to satisfy the Director’s obligations with
regard to all Tax-Related Items arising from the receipt of, the vesting of or the lapse of
restrictions relating to, the RSUs, by (i) delivering cash, check or money order payable to the
Company, (ii) delivering to the Company other Shares, (iii) having the Company withhold a
portion of the Shares otherwise to be delivered having a Fair Market Value sufficient to satisfy
the statutory withholding required with respect thereto to the extent permitted by the Company;
or (iv) having the Company withhold any amounts necessary to pay the statutory withholding
required from the Director’s salary or other amounts payable to the Director. The Company will
not deliver any fractional Shares but will instead round down to the next full number the amount
of Shares to be delivered. The Director’s election must be made on or before the date that any
such withholding obligation with respect to the RSUs arises. If the Director fails to timely make
such an election, the Company shall have the right to withhold a portion of the Shares otherwise
to be delivered having a Fair Market Value equal to the statutory amount of withholding with
respect to applicable taxes, as determined by the Company in its sole discretion.  The net
settlement of the Shares underlying the vested RSUs and the delivery of Shares previously
owned are hereby specifically authorized alternatives for the satisfaction of the foregoing
withholding obligation.  To the extent necessary to meet any obligation to withhold Federal
Insurance Contributions Act taxes before delivery of the Shares, the Company is authorized to
deduct those taxes from other compensation.
8.Governing Law.  This Award Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the conflicts of law
provisions thereof.
9.Amendments. The Company, acting by means of the Committee, has the right, as set
forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or
retroactively; provided however, that no such amendment, alteration, suspension, discontinuance
-5-
or cancelation of the RSUs will adversely affect the Director’s material rights under this Award
Certificate without the Director’s consent.  The Company has the authority to amend this Award
Certificate, consistent with the foregoing, without the Director’s written agreement, except as set
forth in this Section 9.
In the event that the Company is reorganized or liquidated, or if all or substantially all of its
assets are sold, or if the Company is merged or consolidated with another corporation or entity
(or in the event the Company consummates a written agreement to accomplish any of the
foregoing), the Committee may, in its sole discretion and upon at least 10 days advance notice to
the Director, cancel any outstanding RSUs and cause the Director to be paid (in cash or in stock,
or any combination thereof) the value of such RSUs based upon the price per Share received or
to be received in the transaction.
10.Administration.  This Award Certificate shall at all times be subject to the terms and
conditions of the Plan.  Capitalized terms not defined in this Award Certificate shall have the
meanings set forth in the Plan.  The Committee shall have sole and complete discretion with
respect to all matters reserved to it by the Plan and decisions of the Committee with respect
thereto and this Award Certificate shall be final and binding upon the Director and the Company. 
The Committee has the authority and discretion to determine any questions which arise in
connection with the award of the RSUs hereunder.
11.Compliance with Code Section 409A for U.S. Taxpayers. 
(a)Distributions of Shares in settlement of RSUs as described herein which represent
a “deferral of compensation” within the meaning of Code Section 409A shall conform to the
applicable requirements of Code Section 409A.  However, distributions as aforesaid shall not be
deemed to be a "deferral of compensation" subject to Code section 409A to the extent provided
in the exception in Treasury Regulation Section 1.409A-1(b)(4) for short-term deferrals.
(b)It is the intention of the Company and Director that this Award Certificate not
result in an unfavorable tax consequence to the Director under Code Section 409A.  Accordingly,
as permitted by the Plan, the Company may at any time (without the consent of the Director)
modify or amend the Plan or this Award Certificate to the extent necessary to ensure that the
Award is not “deferred compensation” subject to Code Section 409A (or, alternatively, to
conform to the requirements of Code Section 409A).  Any such amendments shall be made in a
manner that preserves to the maximum extent possible the intended benefits to Director.  This
paragraph does not create an obligation on the part of Company to modify this Award Certificate
and does not guarantee that the amounts or benefits owed under this Award Certificate will not
be subject to interest and penalties under Code Section 409A.  For purposes of applying the
provisions of Code Section 409A, to the extent applicable, each group of RSUs that would vest
in accordance with Section 2 shall be treated as a separate payment.
(c)While the Company intends that this Award Certificate and the RSUs granted
hereunder comply with or be exempt from the requirements of Code Section 409A and any
related regulations or other guidance promulgated thereunder, neither the Company or the
Committee nor any of their respective affiliates shall be liable to any person for the tax
consequences of any failure to comply with the requirements of Code Section 409A or any other
tax consequences relating to this Award.
12.Imposition of Other Requirements.  The Company reserves the right to impose other
requirements on the Director’s participation in the Plan, on the RSUs and on any Shares acquired
under the Plan, to the extent the Company determines it is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan, and to require the Director, as a
-6-
condition of receipt of Shares underlying a RSU, to sign any additional Award Certificates or
undertakings that may be necessary to accomplish the foregoing.
13.Notices.  Any notice, request, instruction or other document given under this Award
Certificate shall be in writing and may be delivered by such method as may be permitted by the
Company, and shall be addressed and delivered, in the case of the Company, to the Secretary of
the Company at the principal office of the Company and, in the case of the Director, to the
Director’s address as shown in the records of the Company or to such other address as may be
designated in writing (or by such other method approved by the Company) by either party.
14.Severability.  The invalidity or unenforceability of any provision of this Award
Certificate shall not affect the validity or enforceability of any other provision of this Award
Certificate, and each other provision of the Award Certificate shall be severable and enforceable
to the extent permitted by law.
15.Award Subject to Plan; Amendments to Award.  This Award is subject to the Plan as
approved by the shareholders of the Company.  The terms and provisions of the Plan as it may be
amended from time to time are hereby incorporated herein by reference.  In the event of a
conflict between any term or provision contained in this Award Certificate and a term or
provision of the Plan, the applicable terms and provisions of this Award Certificate will govern
and prevail.
16.Discretionary Nature of Plan; No Vested Rights.  The Plan is discretionary in nature and
limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole
discretion, at any time. The grant of the Award represented by this Award Certificate is
exceptional, voluntary and occasional and does not create any contractual or other right to
receive an award or benefit in lieu of an award in the future, even if awards have been granted
repeatedly in the past.  Future Awards, if any, will be at the sole discretion of the Company,
including, but not limited to, the form and timing of an Award, the number of Shares subject to
the Award, and the vesting provisions.  Any amendment, modification or termination of the Plan
shall not constitute a change or impairment of the terms and conditions of the Director’s service
with the Company.
17.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to the RSU or future Awards granted under the Plan by electronic means or
request the Director’s consent to participate in the Plan by electronic means.  By accepting this
Award, the Director hereby consents and agrees to receive such documents by electronic delivery
and agrees to participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the Company.
18.English Language.  The Director acknowledges and agrees that it is the Director’s
express intent that the Plan, this Award Certificate, any addendum and all other documents,
notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn
up in English.  Unless specifically indicated, if the Director has received the Plan, this Award
Certificate, any addendum or any other documents related to the Award translated into a
language other than English, and if the meaning of the translated version is different than the
English version, the English version shall control.
19.Nature of Grant.  In accepting the Award, the Director acknowledges, understands and
agrees that:
(i)the Plan is established voluntarily by the Company, it is discretionary in nature,
and may be modified, amended, suspended or terminated by the Company at any
time, to the extent permitted by the Plan;
-7-
(ii)the Award is voluntary and occasional and does not create any contractual or other
right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs
have been granted in the past;
(iii)all decisions with respect to future Awards or other grants, if any, will be at the
sole discretion of the Company;
(iv)the Director is voluntarily participating in the Plan;
(v)the future value of the Shares underlying the RSUs is unknown and
indeterminable and cannot be predicted with certainty; and
(vi)the Director acknowledges and agrees that neither the Company nor any
Subsidiary shall be liable for any foreign exchange rate fluctuation between the
Director’s local currency and the United States Dollar that may affect the value of
the RSUs or of any amounts due to the Director pursuant to the vesting and
settlement of the RSU or the subsequent sale of any Shares issued upon
settlement.
20.Consent to Collection, Processing and Transfer of Personal Data.  Pursuant to
applicable personal data protection laws, the Company hereby notifies the Director of the
following in relation to the Director’s personal data and the collection, processing and
transfer of such data in relation to the Company’s grant of this Award and the Director’s
participation in the Plan.  The collection, processing and transfer of the Director’s personal
data are necessary for the Company’s administration of the Plan and the Director’s
participation in the Plan.  The Director’s denial and/or objection to the collection, processing
and transfer of personal data may affect the Director’s participation in the Plan.  As such, the
Director voluntarily explicitly and unambiguously acknowledges and consents (where
required under applicable law) to the collection, use, processing and transfer of personal data
as described in this Award Certificate and any other Award grant materials by and among, as
applicable, the Company and its Subsidiaries for the purpose of implementing, administering
and managing the Director's participation in the Plan. 
The Company holds certain personal information about the Director, including name, home
address, email address and telephone number, date of birth, social security number, passport
number or other employee identification number, salary, nationality, job title, any Shares or
directorships held in the Company, details of all Awards or any other entitlement to Shares
awarded, canceled, purchased, vested, unvested or outstanding in Director’s favor, for the
purpose of managing and administering the Plan (“Data”).  The Data may be provided by the
Director or collected, where lawful, from third parties, and the Company will process the Data
for the exclusive purpose of implementing, administering and managing the Director’s
participation in the Plan.  The Data processing will take place through electronic and non-
electronic means according to logics and procedures strictly correlated to the purposes for
which Data are collected and with confidentiality and security provisions as set forth by
applicable laws and regulations in the Director’s country of residence.  Data processing
operations will be performed minimizing the use of personal and identification data when
such operations are unnecessary for the processing purposes sought.  Data will be accessible
within the Company’s organization only by those persons requiring access for purposes of the
implementation, administration and operation of the Plan and for the Director’s participation
in the Plan.
-8-
The Company may further transfer Data to any third parties assisting the Company in the
implementation, administration and management of the Plan.  These recipients may be located
in the European Economic Area, or elsewhere throughout the world, such as the United
States.  The Director hereby authorizes (where required under applicable law) them to receive,
possess, use, retain and transfer the Data, in electronic or other form, for purposes of
implementing, administering and managing the Director’s participation in the Plan, including
any requisite transfer of such Data as may be required for the administration of the Plan and/
or the subsequent holding of Shares on the Director’s behalf to a broker or other third party
with whom the Director may elect to deposit any Shares acquired pursuant to the Plan. 
The Director may, at any time, exercise his or her rights provided under applicable personal
data protection laws, which may include the right to (a) obtain confirmation as to the existence
of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration,
update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d)
to oppose, for legal reasons, the collection, processing or transfer of the Data which is not
necessary or required for the implementation, administration and/or operation of the Plan and
the Director’s participation in the Plan.  The Director may seek to exercise these rights by
contacting the Office of the Corporate Secretary.
Finally, upon request of the Company, the Director agrees to provide an executed data privacy
consent form (or any other agreements or consents that may be required by the Company) that
the Company may deem necessary to obtain from the Director for the purpose of
administering the Director’s participation in the Plan in compliance with the data privacy laws
in the Director’s country, either now or in the future. The Director understands and agrees
that the Director will not be able to participate in the Plan if the Director fails to provide any
such consent or agreement requested by the Company.
21.Private Placement.  The grant of the RSUs is not intended to be a public offering of
securities in the Director’s country of residence (and country of employment, if different).  The
Company has not submitted any registration statement, prospectus or other filings with the local
securities authorities (unless otherwise required under local law), and the grant of the RSUs is
not subject to the supervision of the local securities authorities. 
22.No Advice Regarding Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding the Director's participation
in the Plan, or his acquisition or sale of the underlying Shares.  The Director acknowledges that
he should consult with his own personal tax, legal and financial advisors regarding his
participation in the Plan before taking any action related to the Plan.
23.Clawback.  Notwithstanding any provision to the contrary, any “clawback” or
“recoupment” policy required under applicable law or provided for under Company policy shall
automatically apply to this Award.
24.Entire Agreement. This Award Certificate represents the entire understanding and
agreement between the parties with respect to the subject matter of this Award Certificate and
supersedes and replaces all previous agreements, arrangements, understandings, rights,
obligations and liabilities between the parties in respect of such matters.
-9-
25.Insider Trading / Market Abuse Laws. The Director acknowledges that, depending on the
Director’s or the Director’s broker’s country of residence or where the Shares are listed, the
Director may be subject to insider trading and/or market abuse laws, which may affect the
Director's ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares (e.g.,
RSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such times as
the Director is considered to have "inside information" (regarding the Company as defined by the
laws or regulations in the Director's country). Local insider trading laws and regulations may
prohibit the cancellation or amendment or amendment of orders the Director placed before the
Director possessed inside information. Furthermore, the Director could be prohibited from (i)
disclosing the inside information to any third party (other than on a "need to know") and (ii)
"tipping" third parties or causing them otherwise to buy or sell securities. The Director should
keep in mind third parties includes fellow directors and employees of the Company.  Any
restrictions under these laws and regulations are separate from and in addition to any restrictions
that that may be imposed under any applicable Company’s insider trading policy. The Director
acknowledges that it is his or her responsibility to be informed of and compliant with any such
laws and such Company’s policies, and is hereby advised to speak to his or her personal legal
advisor on this matter.
26.Waiver. The Director acknowledges that a waiver by the Company of a breach of any
provision of this Award Certificate shall not operate or be construed as a waiver of any other
provision of this Award Certificate, or of a prior or subsequent breach by the Director or any
other Director.
[Signature Page Follows]
-10-
NASDAQ, INC.
By:  ___________________________
Name: Bryan Smith
Title:  EVP, and Chief People Officer
EX-10.3 4 ndaq6302026ex-103.htm EX-10.3 NDAQ 6.30.2026 EX-10.3
1
Exhibit 10.3
NASDAQ, INC.
THREE-YEAR PERFORMANCE SHARE UNIT AGREEMENT
This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”)
between Nasdaq, Inc., a Delaware corporation (the “Company”), and
[NAME]
(the “Grantee”) memorializes the grant by the Management Compensation Committee of the
Board of Directors of the Company (the “Committee”) on
[DATE]
(the “Grant Date”) of performance share units (the “PSUs”) to the Grantee on the terms and
conditions set out below.
RECITALS:
The Company has adopted the Nasdaq, Inc. Equity Incentive Plan (as amended
and restated April 24, 2018) (the “Plan”), which Plan is incorporated herein by reference and
made a part of this Agreement.  Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Plan.  The Plan in relevant part provides for the issuance of
stock-based awards that are subject to the attainment of performance goals as established by the
Committee.
The Committee has determined that it is in the best interests of the Company and
its shareholders to grant the PSUs provided for herein to the Grantee pursuant to the Plan and
under the terms set forth herein as an increased incentive for the Grantee to contribute to the
Company’s future success and prosperity.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the Plan.
For purposes of this Agreement, if the Grantee is not employed by the Company,
“Employer” means the Subsidiary that employs the Grantee.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1.Grant of Performance-Based Award.
The Company hereby grants to the Grantee:
[TOTAL SHARES GRANTED]
2
PSUs, which PSUs shall entitle the Grantee to receive up to 200% of target shares (or a lesser
number of Shares, or no Shares whatsoever), subject to the terms and conditions set forth in this
Agreement and the Plan.  (A complete copy of the Plan, as in effect on the Grant Date, is
available to the Grantee upon request.). Shares corresponding to the PSUs granted herein are in
all events to be delivered to the Grantee only after the Grantee has become vested in the PSUs
pursuant to Section 4, below.     
2.Performance Period.  For purposes of this Agreement, the term
“Performance Period” shall be the period commencing on January 1, 2026 and ending on
December 31, 2028.
3.Performance Goal. 
(a)Subject to the following sentence, the Performance Goal is set out in
Appendix A hereto, which Appendix A is incorporated by reference herein
and made a part hereof.  Notwithstanding the foregoing, the provisions of
Section 13 or any other provision of this Agreement to the contrary, the
Committee reserves the right to unilaterally change or otherwise modify
the Performance Goal in any manner whatsoever (including substituting a
new Performance Goal).  If the Committee exercises such discretionary
authority to any extent, the Committee shall provide the Grantee with a
new Appendix A in substitution for the Appendix A attached hereto, and
such new Appendix A and the Performance Goal set out therein (rather
than the Appendix A attached hereto and the Performance Goal set out
therein) shall in all events apply for all purposes of this Agreement.
(b)Depending upon the extent, if any, to which the Performance Goal has
been achieved, and subject to compliance with the requirements of Section
4, each PSU shall entitle the Grantee to receive, at such time as is
determined in accordance with the provisions of Section 5, between 0 and
2.0 Shares for each PSU.  The Committee shall, as soon as practicable
following the last day of the Performance Period, certify (i) the extent, if
any, to which, in accordance with Appendix A, the Performance Goal has
been achieved with respect to the Performance Period and (ii) the number
of whole and/or partial Shares, if any, which, subject to compliance with
the vesting requirements of Section 4, the Grantee shall be entitled to
receive with respect to each PSU (with such number of whole and/or
partial Shares being hereafter referred to as the “Share Delivery Factor”). 
Such certification shall be final, conclusive and binding on the Grantee,
and on all other persons, to the maximum extent permitted by law. 
4.Vesting.
(a)The PSUs are subject to forfeiture to the Company until they become non-
forfeitable in accordance with this Section 4.  Except as provided in the
following sentence, the risk of forfeiture will lapse on the PSUs, and such
PSUs shall thereupon become vested, only if the Grantee remains
employed by the Company (or a subsidiary) through and on December 31,
2028 (the “Vest Date”).  Notwithstanding the foregoing, if the Grantee’s
employment with the Company (or a subsidiary) terminates by reason of
death prior to December 31, 2028, the risk of forfeiture shall lapse on all
PSUs, and all unvested PSUs shall thereupon become vested on the date of
death (or, if later, on the date, following the end of the Performance Period
3
on which the Committee determines whether, and to what extent the PSUs
are earned in accordance with Section 3(b) of this Agreement).
(b)Subject to any conflicting provisions in any employment agreement
between the Company and the Grantee, which shall control in the event of
a conflict with this Agreement, in the event that (i) the Company or a
subsidiary terminates the Grantee’s employment with the Company or a
subsidiary for any reason prior to the Vest Date or (ii) the Grantee
terminates employment with the Company or a subsidiary for any reason
(other than death) prior to such date, all unvested PSUs shall be cancelled
and forfeited, effective as of the Grantee’s separation from service. 
Notwithstanding anything to the contrary in the Plan or this Agreement,
and for purposes of clarity, any separation from service shall be effective
as of the date the Grantee’s active employment ends and shall not be
extended by any statutory or common law notice period.
5.Delivery of Shares.  As soon as practicable following the Vest Date, and
compliance with all applicable tax withholding as described in Section 11 hereof, but in no event
later than two and one-half months after the end of the calendar year in which the Vest Date
occurs, the Company shall instruct the registrar for the Company to make an entry on its books
and records evidencing that the Shares underlying such vested PSUs have been duly issued as of
that date; provided, however, that the Grantee may, in the alternative, elect in writing prior
thereto to receive a stock certificate representing the full number of Shares acquired, which
certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as
may be prescribed by the Company. The Company shall not be liable to the Grantee for damages
relating to any delays in issuing the certificates.  The underlying Shares may be registered in the
name of the Grantee’s legal representative or estate in the event of the death of the Grantee.  In
the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee
as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible
following such vesting date, but in no event later than two and one-half months after the end of
the calendar year in which such vesting date occurs.  Notwithstanding anything in the
Agreement, the Company may make delivery of Shares in settlement of PSUs by either (A)
delivering certificates representing such Shares to the Grantee, registered in the name of the
Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the
Grantee. 
6.Electronic Delivery/Acceptance.  The Company may, in its sole discretion,
decide to deliver any documents related to the PSUs or future Awards granted under the Plan by
electronic means or request the Grantee’s consent to participate in the Plan by electronic means. 
By accepting this Award, the Grantee hereby consents and agrees to receive such documents by
electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by the Company.
7.Transferability. 
(a)Except as provided below, or except to the minimal extent required by
law, the PSUs are nontransferable and may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the
Grantee, except by will or the laws of descent and distribution, and upon
any such transfer, by will or the laws of descent and distribution (or upon
such transfer required by law), the transferee shall hold such PSUs subject
to all the terms and conditions that were applicable to the Grantee
immediately prior to such transfer. Notwithstanding the foregoing, the
Grantee may transfer any vested PSUs to members of his immediate
4
family (defined as his spouse, children or grandchildren) or to one or more
trusts for the exclusive benefit of such immediate family members or
partnerships in which such immediate family members are the only
partners if the transfer is approved by the Committee and the Grantee does
not receive any consideration for the transfer.  Any such transferred
portion of the PSUs shall continue to be subject to the same terms and
conditions that were applicable to such portion of the PSUs immediately
prior to transfer (except that such transferred PSUs shall not be further
transferable by the transferee).  No transfer of a portion of the PSUs shall
be effective to bind the Company unless the Company shall have been
furnished with written notice thereof and a copy of such evidence as the
Committee may deem necessary to establish the validity of the transfer
and the acceptance by the transferee of the terms and conditions hereof.
(b)Upon any transfer by will or the laws of descent and distribution (or upon
any such transfer required by law), such transferee shall take the PSUs and
the Shares delivered in connection therewith (the “Transferee Shares”)
subject to all the terms and conditions that were (or would have been)
applicable to the PSUs and the Transferee Shares immediately prior to
such transfer. 
(c)Following settlement and issuance of Shares, in the event the Company
permits Grantee to arrange for sale of Shares through a broker or another
designated agent of the Company, Grantee acknowledges and agrees that
the Company may block any such sale and/or cancel any order to sell
placed by the Grantee, in each case if the Grantee is not then permitted
under the Company’s insider trading policy to engage in transactions with
respect to securities of the Company.  If the Committee determines that the
ability of the Grantee to sell or transfer shares of Common Stock is
restricted, then the Company may notify the Grantee in accordance with
Section 18 of this Agreement.  The Grantee may only sell such Shares in
compliance with such notification from the Company.
8.Rights of Grantee.  Prior to the delivery, if any, of Shares to the Grantee
pursuant to the provisions of Section 5, the Grantee shall not have any rights of a shareholder of
the Company, including, but not limited to, the right to receive dividend payments, on account of
the PSUs. 
9.Unfunded Nature of PSUs.  The Company will not segregate any funds
representing the potential liability arising under this Agreement.  The Grantee’s rights in respect
of this Agreement are those of an unsecured general creditor of the Company.  The liability for
any payment under this Agreement will be a liability of the Company and not a liability of any of
its officers, directors or Affiliates.
10.Securities Laws.  The Company may condition delivery of Shares for any
vested PSUs upon the prior receipt from the Grantee of any undertakings which it may determine
are required to assure that the Shares are being issued in compliance with federal and state
securities laws.
11.Withholding.  Regardless of any action the Company, any of its
Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s
participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee
acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s
5
responsibility and may exceed the amount actually withheld by the Company or any of its
affiliates.  The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make
no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or
settlement of the PSUs, the issuance of Shares or cash upon settlement of the PSUs, the
subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends
and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure
the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or
achieve any particular tax result.  Further, if the Grantee becomes subject to tax in more than one
jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee
acknowledges that the Company and/or its Subsidiaries may be required to withhold or account
for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay
or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all
Tax-Related Items.  In this regard, the Grantee authorizes the Company and/or its Subsidiaries,
or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-
Related Items by one or a combination of the following:
(a)withholding from the Grantee’s wages or other cash compensation paid to
the Grantee by the Company and/or its Subsidiaries; or
(b)withholding from proceeds of the Shares acquired following settlement
either through a voluntary sale or through a mandatory sale arranged by
the Company (on the Grantee’s behalf pursuant to this authorization); or
(c)withholding in Shares to be delivered upon settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may
withhold or account for Tax-Related Items by considering applicable statutory withholding
amounts or other applicable withholding rates.  If the obligation for Tax-Related Items is
satisfied by withholding in Shares, for tax purposes, the Grantee is deemed to have been issued
the full number of Shares attributable to the awarded PSUs, notwithstanding that a number of
Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of
any aspect of the Grantee’s participation in the Plan.
The Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related
Items that the Company and/or its Subsidiaries may be required to withhold or account for as a
result of the Grantee’s participation in the Plan that are not satisfied by the means previously
described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of
Shares, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-
Related Items.
By accepting this grant of PSUs, the Grantee expressly consents to the methods of
withholding Tax-Related Items by the Company and/or its subsidiaries as set forth hereunder,
including the withholding of Shares and the withholding from the Grantee’s wages/salary or
other amounts payable to the Grantee.  All other Tax-Related Items related to the PSUs and any
Shares delivered in satisfaction thereof are the Grantee’s sole responsibility.
12.Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any principle of law
that could result in the application of the law of any other jurisdiction.
6
13.Amendments.  This Agreement may be amended or modified at any time
by an instrument in writing signed by the parties hereto, except as otherwise provided in Section
3(a) or Sections 15 or 16 of this Agreement regarding permitted unilateral action by the
Committee or in Section 13(a) of the Plan related to amendments or alterations that do not
adversely affect the rights of the Grantee in this Award.
14.Administration.  This Agreement shall at all times be subject to the terms
and conditions of the Plan.  The Committee shall have sole and complete discretion with respect
to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and
this Agreement shall be final and binding upon the Grantee and the Company.  In the event of
any conflict between the terms and conditions of this Agreement and the Plan, the provisions of
this Agreement shall control.  The Committee has the authority and discretion to determine any
questions which arise in connection with the award of the PSUs hereunder.
15.Compliance with Code Section 409A. It is the intention of the Company
and Grantee that this Agreement not result in an unfavorable tax consequences to Grantee under
Code Section 409A.  Accordingly, Grantee consents to any amendment of this Agreement as the
Company may reasonably make in furtherance of such intention, and the Company shall
promptly provide, or make available to, Grantee a copy of such amendment.  Any such
amendments shall be made in a manner that preserves to the maximum extent possible the
intended benefits to Grantee.  This paragraph does not create an obligation on the part of
Company to modify this Agreement and does not guarantee that the amounts or benefits owed
under the Agreement will not be subject to interest and penalties under Code Section 409A.
16.Imposition of Other Requirements. The Company reserves the right to
impose other requirements on the Grantee’s participation in the Plan, on the PSUs and on any
Shares acquired under the Plan, to the extent the Company determines it is necessary or
advisable in order to comply with local law or facilitate the administration of the Plan, and to
require the Grantee to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing. The Grantee agrees, upon demand of the Company or the Committee,
to do all acts and execute, deliver and perform all additional documents, instruments and
agreements which may be reasonably required by the Company or the Committee, as the case
may be, to implement the provisions and purposes of the Plan and this Agreement.
17.No Right to Continued Employment.  Neither the plan nor this  agreement
shall confer on the Grantee any right to be retained, in any position, as an employee, consultant
or director of the Company, and nothing in this agreement or the Plan shall be construed to limit
the discretion of the Company (or the Employer) to terminate the Grantee’s employment at any
time, with or without cause. 
18.Notices.  Any notice, request, instruction or other document given under
this Agreement shall be in writing and may be delivered by such method as may be permitted by
the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary
of the Company at the principal office of the Company and, in the case of the Grantee, to the
Grantee’s address as shown in the records of the Company or to such other address as may be
designated in writing (or by such other method approved by the Company) by either party.
19.Award Subject to Plan.  This Award is subject to the Plan as approved by
the shareholders of the Company.  In the event of conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable terms and provisions of this
Agreement will govern and prevail.
20.Severability.  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement
7
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.
21.Discretionary Nature of Plan; No Vested Rights. The grant of the Award
represented by this Agreement is exceptional, voluntary and occasional and does not create any
contractual or other right to receive an award or benefit in lieu of an award in the future, even if
awards have been granted in the past.  Future Awards, if any, will be at the sole discretion of the
Company, including, but not limited to, the form and timing of an Award, the number of Shares
subject to the Award, and the vesting provisions.  Any amendment, modification or termination
of the Plan shall not constitute a change or impairment of the terms and conditions of the
Grantee’s employment with the Company.
22.Termination Indemnities.  The Grantee’s Award and the Shares subject to
the Award, and the income and value of the same, are extraordinary items of compensation
outside the scope of the Grantee’s employment or services contract, if any.  As such, the PSUs
are not part of normal or expected compensation for purposes of calculating any severance,
resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service
awards, pension, or retirement benefits or welfare benefits or similar payments.
23.Nature of Grant. In accepting the Award, the Grantee acknowledges,
understands and agrees that:
(i) the Plan is established voluntarily by the Company, it is discretionary in
nature, and may be modified, amended, suspended or terminated by the Company at any
time, to the extent permitted by the Plan;
(ii)all decisions with respect to future Awards or other grants, if any, will be
at the sole discretion of the Company;
(iii) the grant of the PSUs and the Grantee’s participation in the Plan shall not
create a right to employment or be interpreted as forming an employment or service contract with
the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the
Company, the Employer or any Subsidiary, as applicable, to terminate the Grantee’s employment
or service relationship (if any);
(iv) the Grantee is voluntarily participating in the Plan;
(v) the PSUs and any Shares issued under the Plan and the income and value
of the same are not intended to replace any pension rights or compensation;
(vi) the future value of the Shares underlying the PSUs is unknown,
indeterminable and cannot be predicted with certainty;
(vii)unless otherwise agreed with the Company, the Award and the Shares
subject to the Award, and the income and value of same, are not granted as consideration for, or
in connection with, the service Grantee may provide as a director of a Subsidiary of the
Company;
(viii)no claim or entitlement to compensation or damages shall arise from
forfeiture of the PSUs resulting from separation from service (for any reason whatsoever,
whether or not later found to be invalid or in breach of employment laws in the jurisdiction
8
where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and
in consideration of the grant of the PSUs to which the Grantee is otherwise not entitled, the
Grantee irrevocably agrees never to institute any claim against the Company, any of its
Subsidiaries or the Employer, waives his ability, if any, to bring any such claim, and releases the
Company, its Subsidiaries and the Employer from any such claim; if, notwithstanding the
foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating
in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and
agrees to execute any and all documents necessary to request dismissal or withdrawal of such
claim; and
(ix)the Grantee acknowledges and agrees that neither the Company, the
Employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between
the Grantee’s local currency and the United States Dollar that may affect the value of the PSUs
or of any amounts due to the Grantee pursuant to the vesting and settlement of the PSU or the
subsequent sale of any Shares issued upon settlement.
24.Data Protection. Pursuant to applicable personal data protection laws,
the Company hereby notifies the Grantee of the following in relation to the Grantee’s personal
data and the collection, processing and transfer of such data in relation to the Company’s
grant of this Award and the Grantee’s participation in the Plan.  The collection, processing
and transfer of the Grantee’s personal data are necessary for the Company’s administration of
the Plan and the Grantee’s participation in the Plan.  The Grantee’s denial and/or objection to
the collection, processing and transfer of personal data may affect the Grantee’s participation
in the Plan.  As such, the Grantee voluntarily explicitly and unambiguously acknowledges and
consents (where required under applicable law) to the collection, use, processing and transfer
of personal data as described in this Agreement and any other Award grant materials by and
among, as applicable, the Company, its Subsidiaries and/or the Employer for the purpose of
implementing, administering and managing the Grantee's participation in the Plan. 
The Company and its Subsidiaries, including the Employer hold certain personal
information about the Grantee, including, but not limited to his or her name, home address,
email address and telephone number, date of birth, social security number, passport number
or other employee identification number, salary, nationality, job title, any Shares or
directorships held in the Company, details of all Awards or any other entitlement to Shares
awarded, canceled, purchased, vested, unvested or outstanding in Grantee’s favor (“Data”),
for the exclusive purpose of managing and administering the Plan.
The Company and its Subsidiaries, including the Employer, will transfer Data amongst
themselves as necessary for the purpose of implementation, administration and management
of the Grantee’s participation in the Plan, and the Company and its Subsidiaries, including
the Employer, may each further transfer Data to a designated Plan broker, administrative
agent or such other stock plan service provider as may be selected by the Company presently
or in the future (a “Plan Service Provider”), which may be assisting the Company in the
implementation, administration and management of the Plan.  These recipients may be located
throughout the world. The Grantee understands that if he or she resides outside the United
States, the Grantee may request a list with the names and addresses of any potential recipients
of the Data by contacting the Grantee’s local human resources representative. The Grantee
hereby authorizes (where required under applicable law) the Company, any Plan Service
9
Provider and any other possible recipients which may assist the Company (presently or in the
future) to receive, possess, use, retain and transfer the Data, in electronic or other form, for
the sole purpose of implementing, administering and managing the Grantee’s participation in
the Plan. Furthermore, the Grantee acknowledges and understands that the transfer of the
Data to the Company or its Subsidiaries, including the Employer, to any Plan Service
Provider, or to any third parties is necessary for the Grantee’s participation in the Plan.  The
Grantee understands that Data will be held only as long as is necessary to implement,
administer and manage the Grantee’s participation in the Plan.  If the Grantee does not
consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment
status or service and career with the Company and its Subsidiaries will not be affected. The
only consequence of refusing or withdrawing the Grantee’s consent is that the Company may
not be able to grant the PSUs or other awards or administer or maintain such awards. 
Therefore, the Grantee acknowledges that withdrawal of consent may affect the Grantee’s
ability to vest in or realize benefits from the PSUs, and the Grantee’s ability to participate in
the Plan, in which case neither the Company nor any of its Subsidiaries, including the
Employer, will have any liability or obligation to the Grantee related to this Award.  For more
information on the consequences of refusal to consent or withdrawal of consent, the Grantee
understands that he or she may contact his or her local human resources representative.
Finally, upon request of the Company or the Employer, the Grantee agrees to provide
an executed data privacy consent form (or any other agreements or consents that may be
required by the Company and/or the Employer) that the Company and/or the Employer may
deem necessary to obtain from the Grantee for the purpose of administering the Grantee’s
participation in the Plan in compliance with the data privacy laws in the Grantee’s country,
either now or in the future.  The Grantee understands and agrees that the Grantee will not be
able to participate in the Plan if the Grantee fails to provide any such consent or agreement
requested by the Company and/or the Employer.
25.Private Placement.  The grant of the PSUs is not intended to be a public
offering of securities in the Grantee’s country of residence (and country of employment, if
different).  The Company has not submitted any registration statement, prospectus or other
filings with the local securities authorities (unless otherwise required under local law), and the
grant of the PSUs is not subject to the supervision of the local securities authorities. 
26.No Advice Regarding Grant. The Company is not providing any tax, legal
or financial advice, nor is the Company making any recommendations regarding the Grantee's
participation in the Plan, or his acquisition or sale of the underlying Shares.  The Grantee
acknowledges that he should consult with his own personal tax, legal and financial advisors
regarding his participation in the Plan before taking any action related to the Plan.
27.Clawback.  Notwithstanding any provision to the contrary, any
“clawback” or “recoupment” policy required under applicable law or provided for under
Company policy, as amended from time to time, shall automatically apply to this Award.
28.Entire Agreement. This Agreement represents the entire understanding and
agreement between the parties with respect to the subject matter of this Agreement and
supersedes and replaces all previous agreements, arrangements, understandings, rights,
obligations and liabilities between the parties in respect of such matters.
10
29.Execution.  By electronically or otherwise accepting this Agreement, the
Grantee acknowledges his or her understanding and acceptance of the terms and conditions of
the Award.  The Company has no obligation to issue the Grantee Shares under this Agreement if
the Grantee does not accept the Award.  Further, any acceptance of Shares issued pursuant to this
Agreement shall constitute the Grantee’s acceptance of the Award and the Grantee’s agreement
with all terms and conditions of the Award, as set forth in the Plan and this Agreement. 
30.Insider Trading / Market Abuse Laws. The Grantee acknowledges that,
depending on the Grantee’s or the Grantee’s broker’s country of residence or where the Shares
are listed, the Grantee may be subject to insider trading and/or market abuse laws, which may
affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares
(e.g., PSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such
times as the Grantee is considered to have “inside information” regarding the Company as
defined by the laws or regulations in the Grantee’s country. Local insider trading laws and
regulations may prohibit the cancellation or amendment or amendment of orders the Grantee
placed before the Grantee possessed inside information. Furthermore, the Grantee could be
prohibited from (i) disclosing the inside information to any third party (other than on a "need to
know") and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. The
Grantee should keep in mind third parties includes fellow employees. The requirements of these
laws may or may not be consistent with the terms of any applicable Company’s insider trading
policy.  The Grantee acknowledges that it is his or her responsibility to be informed of and
compliant with any such laws and such Company policies, and is hereby advised to speak to his
or her personal legal advisor on this matter.
31.Waiver. The Grantee acknowledges that a waiver by the Company of a
breach of any provision of this Agreement shall not operate or be construed as a waiver of any
other provision of this Agreement, or of a prior or subsequent breach by the Grantee or any other
Grantee.
11
NASDAQ, INC.
By: Bryan Smith
Title: EVP and Chief People Officer
12
Appendix A
Performance Goals for PSU Grant
2026-2028 Performance Period
This Appendix A to the Agreement sets forth the Performance Goals to be
achieved and, depending upon the extent (if any) to which the Performance Goals are achieved,
the number of whole and/or partial Shares, if any, which the Grantee shall have the right to
receive with respect to each PSU.  Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement and the Plan.
Certain Definitions
“Closing Price” means the 30-day calendar average closing price of a share of a
company’s stock ending on the last trading day of the Performance Period. 
“Opening Price” means the 30-day calendar average closing price of a share of a
company’s stock ending on the trading day preceding the first day of the Performance Period. 
The Opening Price shall be adjusted for stock splits and reverse stock splits that occur during the
Performance Period.
“Payout Governor” means that regardless of percentile ranking for either
Performance Goal, if the Company’s TSR is negative, the Grantee shall be entitled to receive no
more than 100% of the PSUs.
“Peer Group” means a peer group comprised of the S&P 500 financial companies
list based on the 4-digit GICS code of 4020, determined as of the start of the performance period.
“Price Cap” means that regardless of the actual stock price growth over the
Performance Period, the final stock price will be limited to 250% of the grant date price for
purposes of calculating the final award of PSUs to the Grantee.
“S&P 500” means the companies constituting the Standard & Poor’s 500 Index as
of the beginning of the Performance Period. Any component company of the Standard & Poor’s
500 Index that is acquired, taken private, delisted, liquidated or no longer publicly traded due to
filing for bankruptcy protection at any time during the Performance Period will be eliminated
from the S&P 500 for the entire Performance Period.  There will be no adjustments to the S&P
500 to account for any other changes to the Standard & Poor’s 500 Index during the Performance
Period.
“TSR” means the total shareholder return during the Performance Period, which
will be calculated as the (i) Closing Price minus Opening Price plus cumulative dividends,
divided by (ii) Opening Price.  No adjustments to TSR shall be made for stock issuances or stock
buybacks during the Performance Period.  Each company’s TSR shall be calculated in the local
currency to eliminate foreign exchange fluctuations.     
13
Goal 1: TSR Performance Relative to the S&P 500
The Performance Goal for 50% of the PSUs shall be the Company’s three-year
TSR percentile rank versus the S&P 500.
For this portion of the award, each PSU shall, subject to the vesting provisions set
forth in the Agreement and the Payout Governor, entitle the Grantee to receive Shares based on
the levels of achievement in the following table.
Table 1: Levels of Achievement
Percentile Rank of the
Company’s Three-Year TSR Versus the
S&P 500
Resulting Shares Earned (%
of Half of Target)
≥85th Percentile
200%
67.5th Percentile
150%
50th Percentile
100%
25th Percentile
50%
15th Percentile
30%
0 Percentile
0%
For levels of achievement between points, the resulting Shares earned will be
calculated based on straight-line interpolation.
The resulting shares earned will be subject to the 250% Price Cap.  If the Nasdaq
stock price grows greater than 250% over the Performance Period, the resulting number of shares
will be fewer than 200% of target shares.  For example: (formulaic resulting shares earned X
250% Price Cap) / (stock price at time of delivery of shares) = resulting actual shares earned.
Goal 2: TSR Performance Relative to a Peer Group
The Performance Goal for 50% of the PSUs shall be the Company’s three-year
TSR percentile rank versus the Peer Group.  For this portion of the award, each PSU shall,
subject to the vesting provisions set forth in the Agreement and the Payout Governor, entitle the
Grantee to receive Shares based on the levels of achievement in the following table. 
14
Table 2: Levels of Achievement
Percentile Rank of the
Company’s Three-Year TSR Versus the
Peer Group
Resulting Shares Earned (%
of Half of Target)
≥85th Percentile
200%
67.5th Percentile
150%
50th Percentile
100%
25th Percentile
50%
15th Percentile
30%
0 Percentile
0%
For levels of achievement between points, the resulting Shares earned will be
calculated based on straight-line interpolation.
The resulting shares earned will be subject to the 250% Price Cap.  If the Nasdaq
stock price grows greater than 250% over the Performance Period, the resulting number of shares
will be fewer than 200% of target shares.  For example: (formulaic resulting shares earned X
250% Price Cap) / (stock price at time of delivery of shares) = resulting actual shares earned.
Other Terms and Conditions
To the extent consistent with the Code and the Plan, the Committee reserves the
right to modify any calculation described in this Appendix A to adjust for unanticipated
circumstances or situations, as it deems necessary.  All actions taken by the Committee pursuant
to this Appendix A shall be final, conclusive and binding upon the Grantee, and all other persons,
to the maximum extent permitted by law.
EX-10.4 5 ndaq6302026ex-104.htm EX-10.4 NDAQ 6.30.2026 EX-10.4
1
Exhibit 10.4
NASDAQ, INC.
PERFORMANCE SHARE UNIT AGREEMENT
This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”)
between Nasdaq, Inc., a Delaware corporation (the “Company”), and
[NAME]
(the “Grantee”) memorializes the grant by the Management Compensation Committee of the
Board of Directors of the Company (the “Committee”) on April 1, 2026 (the “Grant Date”) of
performance share units (the “PSUs”) to the Grantee on the terms and conditions set out below.
RECITALS:
The Company has adopted the Nasdaq, Inc. Equity Incentive Plan (as amended
and restated April 24, 2018) (the “Plan”), which Plan is incorporated herein by reference and
made a part of this Agreement.  Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Plan.  The Plan in relevant part provides for the issuance of
stock-based awards that are subject to the attainment of performance goals as established by the
Committee.
The Committee has determined that it is in the best interests of the Company and
its shareholders to grant the PSUs provided for herein to the Grantee pursuant to the Plan and
under the terms set forth herein as an increased incentive for the Grantee to contribute to the
Company’s future success and prosperity.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1.Grant of Performance-Based Award.
The Company hereby grants to the Grantee:
[TOTAL_SHARES_GRANTED]
PSUs, which PSUs shall entitle the Grantee to receive up to 200% of target shares (or a lesser
number of Shares, or no Shares whatsoever), subject to the terms and conditions set forth in this
Agreement and the Plan.  (A complete copy of the Plan, as in effect on the Grant Date, is
available to the Grantee upon request.). Shares corresponding to the PSUs granted herein are in
all events to be delivered to the Grantee only after the Grantee has become vested in the PSUs
pursuant to Section 4, below.     
2.Performance Period.  For purposes of this Agreement, the term
“Performance Period” shall be the period commencing on January 1, 2026 and ending on
December 31, 2027.
2
3.Performance Goal. 
(a)Subject to the following sentence, the Performance Goal is set out in
Appendix A hereto, which Appendix A is incorporated by reference herein
and made a part hereof.  Notwithstanding the foregoing, the provisions of
Section 13 or any other provision of this Agreement to the contrary, the
Committee reserves the right to unilaterally change or otherwise modify
the Performance Goal in any manner whatsoever (including substituting a
new Performance Goal).  If the Committee exercises such discretionary
authority to any extent, the Committee shall provide the Grantee with a
new Appendix A in substitution for the Appendix A attached hereto, and
such new Appendix A and the Performance Goal set out therein (rather
than the Appendix A attached hereto and the Performance Goal set out
therein) shall in all events apply for all purposes of this Agreement.
(b)Depending upon the extent, if any, to which the Performance Goal has
been achieved, and subject to compliance with the requirements of Section
4, each PSU shall entitle the Grantee to receive, at such time as is
determined in accordance with the provisions of Section 5, between 0 and
2.0 Shares for each PSU.  The Committee shall, as soon as practicable
following the last day of the Performance Period, certify (i) the extent, if
any, to which, in accordance with Appendix A, the Performance Goal has
been achieved with respect to the Performance Period and (ii) the number
of whole and/or partial Shares, if any, which, subject to compliance with
the vesting requirements of Section 4, the Grantee shall be entitled to
receive with respect to each PSU (with such number of whole and/or
partial Shares being hereafter referred to as the “Share Delivery Factor”). 
Such certification shall be final, conclusive and binding on the Grantee,
and on all other persons, to the maximum extent permitted by law. 
4.Vesting.
(a)The PSUs are subject to forfeiture to the Company until they become non-
forfeitable in accordance with this Section 4.  Except as provided in the
following sentence, the risk of forfeiture will lapse on the PSUs, and such
PSUs shall thereupon become vested, only if the Grantee remains
employed by the Company through and on January 3, 2029 (the “Vest
Date”).  Notwithstanding the foregoing, if the Grantee’s employment with
the Company terminates by reason of death prior to January 3, 2029, the
risk of forfeiture shall lapse on all PSUs, and all unvested PSUs shall
thereupon become vested on the date of death (or, if later, on the date,
following the end of the Performance Period on which the Committee
determines whether, and to what extent the PSUs are earned in accordance
with Section 3(b) of this Agreement).
(b)Subject to any conflicting provisions in any employment agreement
between the Company and the Grantee, which shall control in the event of
a conflict with this Agreement, in the event that (i) the Company or a
subsidiary terminates the Grantee’s employment with the Company or a
subsidiary for any reason prior to the Vest Date or (ii) the Grantee
terminates employment with the Company or a subsidiary for any reason
(other than death) prior to such date, all unvested PSUs shall be cancelled
and forfeited, effective as of the Grantee’s separation from service. 
Notwithstanding anything to the contrary in the Plan or this Agreement,
3
and for purposes of clarity, any separation from service shall be effective
as of the date the Grantee’s active employment ends and shall not be
extended by any statutory or common law notice period.
5.Delivery of Shares.  As soon as practicable following the Vest Date, and
compliance with all applicable tax withholding as described in Section 11 hereof, but in no event
later than two and one-half months after the end of the calendar year in which the Vest Date
occurs, the Company shall instruct the registrar for the Company to make an entry on its books
and records evidencing that the Shares underlying such vested PSUs have been duly issued as of
that date; provided, however, that the Grantee may, in the alternative, elect in writing prior
thereto to receive a stock certificate representing the full number of Shares acquired, which
certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as
may be prescribed by the Company. The Company shall not be liable to the Grantee for damages
relating to any delays in issuing the certificates.  The underlying Shares may be registered in the
name of the Grantee’s legal representative or estate in the event of the death of the Grantee.  In
the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee
as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible
following such vesting date, but in no event later than two and one-half months after the end of
the calendar year in which such vesting date occurs.  Notwithstanding anything in the
Agreement, the Company may make delivery of Shares in settlement of PSUs by either (A)
delivering certificates representing such Shares to the Grantee, registered in the name of the
Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the
Grantee. 
6.Electronic Delivery/Acceptance.  The Company may, in its sole discretion,
decide to deliver any documents related to the PSUs or future Awards granted under the Plan by
electronic means or request the Grantee’s consent to participate in the Plan by electronic means. 
By accepting this Award, the Grantee hereby consents and agrees to receive such documents by
electronic delivery and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by the Company.
7.Transferability. 
(a)Except as provided below, or except to the minimal extent required by
law, the PSUs are nontransferable and may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the
Grantee, except by will or the laws of descent and distribution, and upon
any such transfer, by will or the laws of descent and distribution (or upon
such transfer required by law), the transferee shall hold such PSUs subject
to all the terms and conditions that were applicable to the Grantee
immediately prior to such transfer.  Notwithstanding the foregoing, the
Grantee may transfer any vested PSUs to members of his immediate
family (defined as his spouse, children or grandchildren) or to one or more
trusts for the exclusive benefit of such immediate family members or
partnerships in which such immediate family members are the only
partners if the transfer is approved by the Committee and the Grantee does
not receive any consideration for the transfer.  Any such transferred
portion of the PSUs shall continue to be subject to the same terms and
conditions that were applicable to such portion of the PSUs immediately
prior to transfer (except that such transferred PSUs shall not be further
transferable by the transferee).  No transfer of a portion of the PSUs shall
be effective to bind the Company unless the Company shall have been
furnished with written notice thereof and a copy of such evidence as the
4
Committee may deem necessary to establish the validity of the transfer
and the acceptance by the transferee of the terms and conditions hereof.
(b)Upon any transfer by will or the laws of descent and distribution (or upon
any such transfer required by law), such transferee shall take the PSUs and
the Shares delivered in connection therewith (the “Transferee Shares”)
subject to all the terms and conditions that were (or would have been)
applicable to the PSUs and the Transferee Shares immediately prior to
such transfer. 
(c)Following settlement and issuance of Shares, in the event the Company
permits Grantee to arrange for sale of Shares through a broker or another
designated agent of the Company, Grantee acknowledges and agrees that
the Company may block any such sale and/or cancel any order to sell
placed by the Grantee, in each case if the Grantee is not then permitted
under the Company’s insider trading policy to engage in transactions with
respect to securities of the Company.  If the Committee determines that the
ability of the Grantee to sell or transfer shares of Common Stock is
restricted, then the Company may notify the Grantee in accordance with
Section 18 of this Agreement.  The Grantee may only sell such Shares in
compliance with such notification from the Company.
8.Rights of Grantee.  Prior to the delivery, if any, of Shares to the Grantee
pursuant to the provisions of Section 5, the Grantee shall not have any rights of a shareholder of
the Company, including, but not limited to, the right to receive dividend payments, on account of
the PSUs. 
9.Unfunded Nature of PSUs.  The Company will not segregate any funds
representing the potential liability arising under this Agreement.  The Grantee’s rights in respect
of this Agreement are those of an unsecured general creditor of the Company.  The liability for
any payment under this Agreement will be a liability of the Company and not a liability of any of
its officers, directors or Affiliates.
10.Securities Laws.  The Company may condition delivery of Shares for any
vested PSUs upon the prior receipt from the Grantee of any undertakings which it may determine
are required to assure that the Shares are being issued in compliance with federal and state
securities laws.
11.Withholding.  Regardless of any action the Company, any of its
Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s
participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee
acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s
responsibility and may exceed the amount actually withheld by the Company or any of its
affiliates.  The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make
no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or
settlement of the PSUs, the issuance of Shares or cash upon settlement of the PSUs, the
subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends
and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure
the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or
achieve any particular tax result.  Further, if the Grantee becomes subject to tax in more than one
jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee
5
acknowledges that the Company and/or its Subsidiaries may be required to withhold or account
for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay
or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all
Tax-Related Items.  In this regard, the Grantee authorizes the Company and/or its Subsidiaries,
or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-
Related Items by one or a combination of the following:
(a)withholding from the Grantee’s wages or other cash compensation paid to
the Grantee by the Company and/or its Subsidiaries; or
(b)withholding from proceeds of the Shares acquired following settlement
either through a voluntary sale or through a mandatory sale arranged by
the Company (on the Grantee’s behalf pursuant to this authorization); or
(c)withholding in Shares to be delivered upon settlement.
To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or
account for Tax-Related Items by considering applicable statutory withholding amounts or other
applicable withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding
in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares
attributable to the awarded PSUs, notwithstanding that a number of Shares are held back solely
for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s
participation in the Plan.
The Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items
that the Company and/or its Subsidiaries may be required to withhold or account for as a result of
the Grantee’s participation in the Plan that are not satisfied by the means previously described.
The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if
the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related
Items.
By accepting this grant of PSUs, the Grantee expressly consents to the methods of withholding
Tax-Related Items by the Company and/or its subsidiaries as set forth hereunder, including the
withholding of Shares and the withholding from the Grantee’s wages/salary or other amounts
payable to the Grantee.  All other Tax-Related Items related to the PSUs and any Shares
delivered in satisfaction thereof are the Grantee’s sole responsibility.
12.Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any principle of law
that could result in the application of the law of any other jurisdiction.
13.Amendments.  This Agreement may be amended or modified at any time
by an instrument in writing signed by the parties hereto, except as otherwise provided in Section
3(a) or Sections 15 or 16 of this Agreement regarding permitted unilateral action by the
Committee or in Section 13(a) of the Plan related to amendments or alterations that do not
adversely affect the rights of the Grantee in this Award.
14.Administration.  This Agreement shall at all times be subject to the terms
and conditions of the Plan.  The Committee shall have sole and complete discretion with respect
6
to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and
this Agreement shall be final and binding upon the Grantee and the Company.  In the event of
any conflict between the terms and conditions of this Agreement and the Plan, the provisions of
this Agreement shall control.  The Committee has the authority and discretion to determine any
questions which arise in connection with the award of the PSUs hereunder.
15.Compliance with Code Section 409A.  It is the intention of the Company
and Grantee that this Agreement not result in an unfavorable tax consequences to Grantee under
Code Section 409A.  Accordingly, Grantee consents to any amendment of this Agreement as the
Company may reasonably make in furtherance of such intention, and the Company shall
promptly provide, or make available to, Grantee a copy of such amendment.  Any such
amendments shall be made in a manner that preserves to the maximum extent possible the
intended benefits to Grantee.  This paragraph does not create an obligation on the part of
Company to modify this Agreement and does not guarantee that the amounts or benefits owed
under the Agreement will not be subject to interest and penalties under Code Section 409A.
16.Imposition of Other Requirements. The Company reserves the right to
impose other requirements on the Grantee’s participation in the Plan, on the PSUs and on any
Shares acquired under the Plan, to the extent the Company determines it is necessary or
advisable in order to comply with local law or facilitate the administration of the Plan, and to
require the Grantee to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing. The Grantee agrees, upon demand of the Company or the Committee,
to do all acts and execute, deliver and perform all additional documents, instruments and
agreements which may be reasonably required by the Company or the Committee, as the case
may be, to implement the provisions and purposes of the Plan and this Agreement.
17.No Right to Continued Employment.  Neither the plan nor this  agreement
shall confer on the Grantee any right to be retained, in any position, as an employee, consultant
or director of the Company, and nothing in this agreement or the Plan shall be construed to limit
the discretion of the Company (or the subsidiary that employees the Grantee) to terminate the
Grantee’s employment at any time, with or without cause. 
18.Notices.  Any notice, request, instruction or other document given under
this Agreement shall be in writing and may be delivered by such method as may be permitted by
the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary
of the Company at the principal office of the Company and, in the case of the Grantee, to the
Grantee’s address as shown in the records of the Company or to such other address as may be
designated in writing (or by such other method approved by the Company) by either party.
19.Award Subject to Plan.  This Award is subject to the Plan as approved by
the shareholders of the Company.  In the event of conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable terms and provisions of this
Agreement will govern and prevail.
20.Severability.  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.
21.Discretionary Nature of Plan; No Vested Rights.  The Plan is discretionary
in nature and limited in duration, and may be amended, cancelled, or terminated by the
Company, in its sole discretion, at any time.  The grant of the Award represented by this
Agreement is exceptional, voluntary and occasional and does not create any contractual or other
right to receive an award or benefit in lieu of an award in the future, even if awards have been
7
granted repeatedly in the past.  Future Awards, if any, will be at the sole discretion of the
Company, including, but not limited to, the form and timing of an Award, the number of Shares
subject to the Award, and the vesting provisions.  Any amendment, modification or termination
of the Plan shall not constitute a change or impairment of the terms and conditions of the
Grantee’s employment with the Company.
22.Termination Indemnities.  The Grantee’s Award and the Shares subject to
the Award, and the income and value of the same, are extraordinary items of compensation
outside the scope of the Grantee’s employment or services contract, if any.  As such, the PSUs
are not part of normal or expected compensation for purposes of calculating any severance,
resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service
awards, pension, or retirement benefits or welfare benefits or similar payments.
23.English Language.  The Grantee acknowledges and agrees that it is the
Grantee’s express intent that the Plan, this Agreement, any addendum and all other documents,
notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn
up in English.  Unless specifically indicated, if the Grantee has received the Plan, this
Agreement, any addendum or any other documents related to the Award translated into a
language other than English, and if the meaning of the translated version is different than the
English version, the English version shall control.
24.Nature of Grant. In accepting the Award, the Grantee acknowledges,
understands and agrees that:
(i) the Plan is established voluntarily by the Company, it is discretionary in
nature, and may be modified, amended, suspended or terminated by the Company at any
time, to the extent permitted by the Plan;
(ii)all decisions with respect to future Awards or other grants, if any, will be
at the sole discretion of the Company;
(iii) the grant of the PSUs and the Grantee’s participation in the Plan shall not
create a right to employment or be interpreted as forming an employment or service contract with
the Company, the Grantee's employer or any Subsidiary, and shall not interfere with the ability
of the Company, the Grantee's employer or any Subsidiary, as applicable, to terminate the
Grantee’s employment or service relationship (if any);
(iv) the Grantee is voluntarily participating in the Plan;
(v) the PSUs and any Shares issued under the Plan and the income and value
of the same are not intended to replace any pension rights or compensation;
(vi) the future value of the Shares underlying the PSUs is unknown,
indeterminable and cannot be predicted with certainty;
(vii)unless otherwise agreed with the Company, the Award and the Shares
subject to the Award, and the income and value of same, are not granted as consideration for, or
in connection with, the service Grantee may provide as a director of a Subsidiary of the
Company;
8
(viii)no claim or entitlement to compensation or damages shall arise from
forfeiture of the PSUs resulting from separation from service (for any reason whatsoever,
whether or not later found to be invalid or in breach of employment laws in the jurisdiction
where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and
in consideration of the grant of the PSUs to which the Grantee is otherwise not entitled, the
Grantee irrevocably agrees never to institute any claim against the Company, any of its
Subsidiaries or the Grantee's employer, waives his ability, if any, to bring any such claim, and
releases the Company, its Subsidiaries and the Grantee's employer from any such claim; if,
notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction,
then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to
pursue such claim and agrees to execute any and all documents necessary to request dismissal or
withdrawal of such claim; and
(ix)the Grantee acknowledges and agrees that neither the Company, the
Grantee's employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation
between the Grantee’s local currency and the United States Dollar that may affect the value of
the PSUs or of any amounts due to the Grantee pursuant to the vesting and settlement of the PSU
or the subsequent sale of any Shares issued upon settlement.
25.Data Protection.  Except if the Grantee resides in the European Union, the
European Economic Area or other jurisdiction designated by the Company, in which case the
Grantee is subject to the special terms and conditions set forth in the Addendum, the Grantee
explicitly and unambiguously consents to the collection, use and transfer, in electronic or other
form, of the Grantee’s personal data as described in the Agreement and any other PSU grant
materials by and among, as applicable, the Grantee, the Company, the Grantee’s employer, and
the Company’s Subsidiaries for the exclusive purpose of implementing, administering and
managing the Grantee’s participation in the Plan.
The Company and its Subsidiaries, including the Grantee’s employer
hold certain personal information about the Grantee, including, but not limited to, his or her
name, home address, email address and telephone number, date of birth, social security
number, passport number or other employee identification number, salary, nationality, job
title, any Shares or directorships held in the Company, details of all Awards or any other
entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in
Grantee’s favor (“Data”), for the exclusive purpose of managing and administering the Plan. 
The Company and its Subsidiaries, including the Grantee’s employer,
will transfer Data amongst themselves as necessary for the purpose of implementation,
administration and management of the Grantee’s participation in the Plan, and the Company
and its Subsidiaries, including the Grantee’s employer, may each further transfer Data to a
designated Plan broker, administrative agent or such other stock plan service provider as may
be selected by the Company presently or in the future (a “Plan Service Provider”), which may
be assisting the Company in the implementation, administration and management of the Plan. 
These recipients may be located in the Grantee’s country or elsewhere throughout the world,
such as the United States and any recipient’s country (e.g., the United States) may have
different data privacy laws and protections than the Grantee’s country. The Grantee
understands that if he or she resides outside the United States, the Grantee may request a list
with the names and addresses of any potential recipients of the Data by contacting the
9
Grantee’s local human resources representative. The Grantee hereby authorizes (where
required under applicable law) the Company, any Plan Service Provider and any other
possible recipients which may assist the Company (presently or in the future) to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of
implementing, administering and managing the Grantee’s participation in the Plan.
Furthermore, the Grantee acknowledges and understands that the transfer of the Data to the
Company or its Subsidiaries, including the Grantee’s employer, to any Plan Service Provider,
or to any third parties is necessary for the Grantee’s participation in the Plan.  The Grantee
understands that Data will be held only as long as is necessary to implement, administer and
manage the Grantee’s participation in the Plan.  The Grantee understands that if he or she
resides outside the United States, the Grantee may, at any time, view the Data, request
additional information about the storage and processing of the Data, require any necessary
amendments to the Data or refuse or withdraw the consents herein by contacting the
Grantee’s local human resources representative in writing.  The Grantee understands that he
or she is providing the consents herein on a purely voluntary basis.  If the Grantee does not
consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment
status or service and career with the Company and its Subsidiaries will not be affected. The
only consequence of refusing or withdrawing the Grantee’s consent is that the Company may
not be able to grant the Grantee PSUs or other awards or administer or maintain such awards. 
Therefore, the Grantee acknowledges that withdrawal of consent may affect the Grantee’s
ability to vest in or realize benefits from the PSUs, and the Grantee’s ability to participate in
the Plan, in which case neither the Company nor any of its Subsidiaries, including the
Grantee’s employer, will have any liability or obligation to the Grantee related to this Award. 
For more information on the consequences of refusal to consent or withdrawal of consent, the
Grantee understands that he or she may contact his or her local human resources
representative.
Finally, upon request of the Company or the Grantee’s employer, the Grantee
agrees to provide an executed data privacy consent form (or any other agreements or consents
that may be required by the Company and/or the Grantee’s employer) that the Company and/
or the Grantee’s employer may deem necessary to obtain from the Grantee for the purpose of
administering the Grantee’s participation in the Plan in compliance with the data privacy laws
in the Grantee’s country, either now or in the future.  The Grantee understands and agrees
that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any
such consent or agreement requested by the Company and/or the Grantee’s employer.
26.Private Placement.  The grant of the PSUs is not intended to be a public
offering of securities in the Grantee’s country of residence (and country of employment, if
different).  The Company has not submitted any registration statement, prospectus or other
filings with the local securities authorities (unless otherwise required under local law), and the
grant of the PSUs is not subject to the supervision of the local securities authorities. 
27.Addendum to Agreement.  Notwithstanding any provisions of this
Agreement to the contrary, the Award shall be subject to any special terms and conditions for the
Grantee’s country of residence (and country of employment, if different), as are set forth in the
applicable addendum (the “Addendum”) as attached to the Agreement.  Further, if the Grantee
transfers residence and/or employment to another country reflected in an Addendum to the
Agreement, the special terms and conditions for such country will apply to the Grantee to the
10
extent the Company determines, in its sole discretion, that the application of such terms is
necessary or advisable in order to comply with local laws, rules and regulations or to facilitate
operation and administration of the Plan.  Any applicable Addendum shall constitute part of this
Agreement.
28.No Advice Regarding Grant. The Company is not providing any tax, legal
or financial advice, nor is the Company making any recommendations regarding the Grantee's
participation in the Plan, or his acquisition or sale of the underlying Shares.  The Grantee
acknowledges that he should consult with his own personal tax, legal and financial advisors
regarding his participation in the Plan before taking any action related to the Plan.
29.Clawback.  Notwithstanding any provision to the contrary, any
“clawback” or “recoupment” policy required under applicable law or provided for under
Company policy, as amended from time to time, shall automatically apply to this Award.
30.Entire Agreement. This Agreement represents the entire understanding and
agreement between the parties with respect to the subject matter of this Agreement and
supersedes and replaces all previous agreements, arrangements, understandings, rights,
obligations and liabilities between the parties in respect of such matters.
31.Execution.  By electronically or otherwise accepting this Agreement, the
Grantee acknowledges his or her understanding and acceptance of the terms and conditions of
the Award.  The Company has no obligation to issue the Grantee Shares under this Agreement if
the Grantee does not accept the Award.  Further, any acceptance of Shares issued pursuant to this
Agreement shall constitute the Grantee’s acceptance of the Award and the Grantee’s agreement
with all terms and conditions of the Award, as set forth in the Plan and this Agreement. 
32.Insider Trading / Market Abuse Laws. The Grantee acknowledges that,
depending on the Grantee’s or the Grantee’s broker’s country of residence or where the Shares
are listed, the Grantee may be subject to insider trading and/or market abuse laws, which may
affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares
(e.g., PSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such
times as the Grantee is considered to have “inside information” regarding the Company as
defined by the laws or regulations in the Grantee’s country. Local insider trading laws and
regulations may prohibit the cancellation or amendment or amendment of orders the Grantee
placed before the Grantee possessed inside information. Furthermore, the Grantee could be
prohibited from (i) disclosing the inside information to any third party (other than on a "need to
know") and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. The
Grantee should keep in mind third parties includes fellow employees. The requirements of these
laws may or may not be consistent with the terms of any applicable Company’s insider trading
policy.  The Grantee acknowledges that it is his or her responsibility to be informed of and
compliant with any such laws and such Company policies, and is hereby advised to speak to his
or her personal legal advisor on this matter.
33.Waiver. The Grantee acknowledges that a waiver by the Company of a
breach of any provision of this Agreement shall not operate or be construed as a waiver of any
other provision of this Agreement, or of a prior or subsequent breach by the Grantee or any other
Grantee.
11
NASDAQ, INC.
By: Bryan Smith
Title: EVP and Chief People Officer
EX-31.1 6 ndaq6302026ex-311.htm EX-31.1 NDAQ 6.30.2026 EX-31.1
Exhibit 31.1
CERTIFICATION
I, Adena T. Friedman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Nasdaq, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
 
 
 
 
 /s/    Adena T. Friedman
 
 
Name:
Adena T. Friedman
 
 
Title:
Chief Executive Officer
 
Date: July 23, 2026
EX-31.2 7 ndaq6302026ex-312.htm EX-31.2 NDAQ 6.30.2026 EX-31.2
Exhibit 31.2
CERTIFICATION
I, Sarah Youngwood, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Nasdaq, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
 
 
 /s/ Sarah Youngwood
Name:
Sarah Youngwood
Title:
Executive Vice President and Chief Financial Officer
 
Date: July 23, 2026
EX-32.1 8 ndaq6302026ex-321.htm EX-32.1 NDAQ 6.30.2026 EX-32.1
Exhibit 32.1
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Nasdaq, Inc. (the “Company”) for the period ended June 30,
2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Adena T. Friedman, as Chief
Executive Officer of the Company, and Sarah Youngwood, as Executive Vice President and Chief Financial Officer of the
Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of her knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of the operations of the Company.
 
 
/s/   Adena T. Friedman
Name:
Adena T. Friedman
Title:
Chief Executive Officer
Date:
July 23, 2026
 
/s/   Sarah Youngwood
Name:
Sarah Youngwood
Title:
Executive Vice President and Chief Financial Officer
Date:
July 23, 2026