Nasdaq, Inc.: Form 10-Q for the period ended Mar 31, 2026

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.

First Quarter 2026 Highlights and Recent Developments

• Nasdaq extended its listing leadership with 7 of the top 10

largest operating company IPOs and a 71% win rate across

eligible U.S. operating companies, direct listings and

SPAC business combinations.

• Our Index business generated net inflows of $79 billion

over the last twelve months including $6 billion in the first

quarter. ETP AUM as of March 31, 2026 was $836 billion

and average ETP AUM in the first quarter reached a new

record at $877 billion. During the quarter, Nasdaq

launched 31 new products, including 11 in the institutional

annuity space and 12 international products.

• Financial Technology delivered 20% revenue growth and

18% ARR growth.

• Market Services generated record net revenues, driven by

record volumes and strong market share across U.S. cash

equities and equity derivatives.

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 in the first

quarter of 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 and higher overall volumes in

Index derivatives. 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 table summarizes our financial performance

for the three months ended March 31, 2026 compared to the

same period in 2025. For a detailed discussion of our results

of operations, see “Segment Operating Results” below.

(in millions, except per share amounts)

In countries with currencies other than the U.S. dollar,

revenues and expenses are translated using monthly average

exchange rates. Impacts on our revenues less transaction-

based expenses and operating income associated with

fluctuations in foreign currency are discussed in more detail

under “Item 3. Quantitative and Qualitative Disclosures

About Market Risk.”

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The following chart summarizes our ARR (in millions):

* In the chart above, Other 1Q25 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 includes ARR related to our Solovis business divested in October 2025.

The following chart summarizes our quarterly annualized

SaaS revenues for March 31, 2026 and 2025 (in millions):

* In the chart above, Other 1Q25 includes $29 million.

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SEGMENT OPERATING RESULTS

The following table presents our revenues by segment:

(in millions)

The following charts present our Capital Access Platforms,

Financial Technology and Market Services segments as a

percentage of our total revenues, less transaction-based

expenses.

Capital Access Platforms

The following tables present revenues and ARR from our

Capital Access Platforms segment:

(in millions)

Data & Listing Services Revenues

The following tables present key drivers from our Data &

Listing Services business:

In the tables above:

• The number of total listed companies on The Nasdaq Stock

Market for the three months ended March 31, 2026 and

2025 included 1,180 and 833 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.

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Data & Listing Services revenues increased in the first

quarter of 2026 compared with the same period in 2025 due

to new data sales to new and existing clients, pricing and

usage, increased annual listings revenues due to new listings,

increased initial listing fees and the favorable impact from

changes in foreign currency rates, partially offset by the

impact of prior year delistings.

Index Revenues

The following table presents key drivers from our Index

business:

In the table above, TTM represents trailing twelve months.

Index revenues increased in the first quarter of 2026

compared with the same period in 2025 primarily due to

higher average AUM in exchange traded products linked to

Nasdaq indices.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow

& Insights business:

(in millions)

Workflow & Insights revenues increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to an increase in analytics revenues, largely driven by

eVestment and Nasdaq Data Link sales growth.

Financial Technology

The following table presents revenues from our Financial

Technology segment:

(in millions)

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial

Crime Management Technology business:

(in millions)

Financial Crime Management Technology revenues

increased in the first quarter of 2026 compared with the same

period 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:

(in millions)

Regulatory Technology revenues increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to increased subscription revenues from our AxiomSL

and Surveillance solutions driven by new sales and price

increases to existing clients, revenue from new clients and the

favorable impact from changes in foreign currency rates.

Capital Markets Technology Revenues

The following table presents key drivers for our Capital

Markets Technology business:

(in millions)

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Capital Markets Technology revenues increased in the first

quarter of 2026 compared with the same period in 2025. The

increase was primarily due to higher revenues from data

center growth including a change in pricing structure, higher

Calypso upfront license revenues, increased subscription

revenues across the business and certain one-time fees,

partially offset by lower professional services revenues.

Market Services

The following table presents revenues from our Market

Services segment:

(in millions)

The following table presents net revenues by product from

our Market Services segment:

(in millions)

In the table above, Other includes Nordic fixed income

trading & clearing, Nordic derivatives and Canadian cash

equities trading.

U.S. Equity Derivative Trading

The following table presents 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:

(in millions)

Section 31 fees are recorded as U.S. equity derivative and

U.S. cash equity trading revenues with a corresponding

amount recorded in transaction-based expenses. We are

assessed these fees from the SEC and pass them through to

our customers in the form of incremental fees. Pass-through

fees can increase or decrease due to rate changes by the SEC,

our percentage of the overall industry volumes processed on

our systems, and differences in actual dollar value traded.

Section 31 fees decreased in the first quarter of 2026

compared with the same period in 2025 primarily due to a

decrease in the rate to zero in the second quarter of 2025.

Since the amount recorded in revenues is equal to the amount

recorded as Section 31 fees, there is no impact on our net

revenues.

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U.S. equity derivative trading revenues and U.S. equity

derivative trading revenues, net increased in the first quarter

of 2026 compared with the same period in 2025 primarily

due to higher industry trading volumes and higher overall

U.S. matched market share executed on Nasdaq’s exchanges

partially offset by lower capture.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher industry trading volumes and higher

overall U.S. matched market share executed on Nasdaq’s

exchanges, partially offset by lower rebate capture rate.

Cash Equity Trading Revenues

The following table presents 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:

(in millions)

See the discussion above for an explanation of Section 31

fees for the first quarter of 2026 compared with the same

period in 2025.

Cash equity trading revenues and cash equity trading

revenues, net increased in the first quarter of 2026 compared

with the same period in 2025 primarily due to higher U.S.

and European industry trading volumes, and higher overall

U.S. matched market share executed on Nasdaq's exchanges.

Cash equity trading revenues, net also increased due to these

drivers but was partially offset by lower capture.

Transaction rebates, in which we credit a portion of the

execution charge to the market participant, increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher industry trading volumes, higher

overall U.S. matched market share executed on Nasdaq’s

exchanges and 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 table presents revenues from our U.S. Tape

plans business:

(in millions)

U.S. Tape plans revenues remained relatively flat in the first

quarter of 2026 compared with the same period in 2025.

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Other

Other includes Nordic fixed income trading and clearing,

Nordic derivatives and Canadian cash equities trading. The

following table presents revenues from our Other business:

(in millions)

In the preceding table, Other is presented net of Canadian

cash equity transaction rebates of $8 million and $6 million

for the three months ended March 31, 2026 and 2025,

respectively.

Other revenues increased in the first quarter of 2026

compared with the same period in 2025 due to an increase in

Canadian cash equity revenues, Nordic fixed income

revenues and Nordic equity derivatives revenues.

Other Revenues

For the three months ended March 31, 2026 and 2025, Other

revenues related to our Nordic power futures business. For

the three months ended March 31, 2025, Other revenues also

included our Solovis business. See Note 4, “Divestitures,” to

the condensed consolidated financial statements for further

discussion.

EXPENSES

Operating Expenses

The following table presents our operating expenses:

(in millions)

The increase in compensation and benefits expense for the

first quarter of 2026 compared with the same period in 2025

was primarily driven by increased headcount and the

unfavorable impact from changes in foreign currency rates.

Headcount, including employees of non-wholly owned

consolidated subsidiaries, increased to 9,613 employees as of

March 31, 2026 from 9,377 employees as of March 31, 2025,

as we support revenue growth and innovation.

Professional and contract services expense increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to higher legal fee accruals.

Technology and communication infrastructure expense

increased in the first quarter of 2026 compared with the same

period in 2025 primarily due to increased investment in

technology, particularly our cloud initiatives and software

licensing.

Occupancy expense increased in the first quarter of 2026

compared with the same period in 2025 primarily due to

colocation data center expansion.

General, administrative and other expense increased in the

first quarter of 2026 compared with the same period in 2025

primarily due to a gain on extinguishment of debt recorded in

the first quarter of 2025.

Marketing and advertising expense increased in the first

quarter of 2026 compared with the same period in 2025

primarily due to an increase in client marketing spend.

Depreciation and amortization expense increased in the first

quarter of 2026 compared with the same period in 2025 due

to increased depreciation of capitalized software projects.

Regulatory expense decreased in the first quarter of 2026

compared with the same period 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 months ended

March 31, 2026, these costs included amounts associated

with various strategic initiative costs. For the three months

ended March 31, 2025, these costs included amounts

associated with the transfer of open positions in our Nordic

power derivatives trading and clearing business, Adenza

integration costs and other strategic initiative costs.

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Restructuring charges increased in the first quarter of 2026

compared with the same period in 2025 primarily due to the

higher consulting and other services in relation to our Adenza

restructuring program. 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. In connection with this program, we expect to

incur approximately $140 million in pre-tax charges. We

have incurred costs principally related to employee-related

costs, contract terminations, asset impairments and other

related costs and expect to incur additional costs in these

areas in an effort to accelerate efficiencies through location

strategy and enhanced AI capabilities. Actions taken as part

of this program were completed as of December 31, 2025,

while certain costs are being recognized in the first half of

2026. We have achieved benefits primarily in the form of

expense synergies with over $160 million net expense

synergies actioned through March 31, 2026. See Note 19,

“Restructuring Charges,” to the condensed consolidated

financial statements for further discussion.

Non-Operating Income and Expenses

The following table presents our non-operating income and

expenses:

(in millions)

NM Not meaningful

The following table presents our interest expense:

(in millions)

Interest income decreased for the first quarter of 2026

compared with the same period in 2025 primarily due to a

lower average cash balance.

Interest expense decreased for the first quarter of 2026

compared with the same period 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 three months ended March

31, 2026 primarily relates to the divestiture of our Nordic

power futures business. See Note 4, “Divestitures,” to the

condensed consolidated financial statements for further

discussion of these transactions.

Other losses primarily represents realized and unrealized

gains and losses from strategic investments related to our

corporate venture program. See “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 table presents our income tax provision and

effective tax rate:

($ in millions)

For further discussion of our tax matters, see Note 16,

“Income Taxes,” to the condensed consolidated financial

statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance

with U.S. GAAP, we also provide non-GAAP net income

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

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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 table presents reconciliations between U.S.

GAAP net income and diluted earnings per share and non-

GAAP net income and diluted earnings per share:

(in millions, except per share amounts)

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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 months ended

March 31, 2026, these costs included amounts associated

with various strategic initiative costs. For the three months

ended March 31, 2025, these costs included amounts

associated with the transfer of open positions in our Nordic

power derivatives trading and clearing business, Adenza

integration costs and other strategic initiative costs.

• Restructuring charges: In the fourth quarter of 2023,

following the closing of the Adenza acquisition, our

management approved, committed to and initiated a

restructuring program, to optimize our efficiencies as a

combined organization. We 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. Actions taken as part of this program

were completed as of December 31, 2025, while certain

costs are being recognized in the first half of 2026. See

Note 19, “Restructuring Charges,” to the condensed

consolidated financial statements for further discussion of

this program.

• Gain on extinguishment of debt: For the three months

ended March 31, 2025, this included a gain on

extinguishment of debt, which is recorded under general,

administrative and other expense in the Condensed

Consolidated Statements of Income.

• Net gain on divestitures: For the three months ended

March 31, 2026, this primarily includes the recognition of

an incremental gain on the sale of our Nordic power

futures business, net of costs to sell. See Note 4,

“Divestitures,” to the condensed consolidated financial

statements for further discussion of this transaction.

• 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 months ended

March 31, 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 months ended March 31, 2026

and 2025, other items primarily include net gains and

losses from strategic investments entered into through our

corporate venture program, which are included in other

losses in our Condensed Consolidated Statements of

Income.

• Total 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 months ended March

31, 2025, other tax adjustments included 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:

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• 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:

(in millions)

Working Capital

The decrease in working capital from December 31, 2025 to

March 31, 2026, excluding default funds and margin

deposits, which are both equal and offsetting, is primarily due

to a decrease in current assets and an increase in current

liabilities.

Decreased current assets were primarily due to:

• lower restricted cash primarily due to the movement of

regulatory capital to longer term investments classified as

financial investments,

• lower cash and cash equivalents; partially offset by
• an increase in financial investments at fair value,
• an increase in receivables, net due to timing of billings, and
• an increase in other current assets.

Increased current liabilities were primarily due to:

• Higher deferred revenue due to timing of billings,

primarily relating to our annual listing fees; partially offset

by

• a decrease in accrued personnel costs,
• a decrease in other current liabilities, and
• a decrease in accounts payable and accrued expenses.

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 March 31, 2026 and December 31,

2025, our cash and cash equivalents of $515 million were

primarily invested in money market funds, bank deposits,

European government debt securities, and municipal notes.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in

various foreign subsidiaries totaled $335 million as of March

31, 2026 and $280 million as of December 31, 2025. The

remaining balance held in the U.S. totaled $180 million as of

March 31, 2026 and $324 million as of December 31, 2025.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents, which was $49 million

as of March 31, 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 March 31,

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 March 31, 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:

(in millions)

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 increased $26

million in the first quarter of 2026 compared with the same

period in 2025. The increase was primarily driven by an

increase in net income, partially offset by changes in working

capital, as discussed above, and a decrease in adjustments to

net income primarily driven by net gain on divestitures.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by (used in) investing activities increased

in the first quarter of 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 $1,180 million, partially offset by

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purchases of securities, net of $158 million, primarily due to

more regulatory capital being invested in longer term

investments, purchases of property and equipment of $11

million and other investing activities of $6 million primarily

related to our corporate venture program. The movement in

our default funds and margin deposits has no impact on

Nasdaq's cash, cash equivalents, restricted cash or restricted

cash equivalents as it is held on behalf of our customers.

Net Cash Used in Financing Activities

Net cash used in financing activities increased in the first

quarter of 2026 compared with the same period in 2025

primarily driven by an increase in default funds and margin

deposits of $2,918 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 $433 million and an

increase in dividends paid of $15 million. These increases

were partially offset by a decrease in repayment of debt of

$257 million.

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 $184 million as of March

31, 2026 and $28 million as of December 31, 2025. Of these

securities, $168 million as of March 31, 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 March 31,

2026, our required regulatory capital of $154 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 March 31, 2026, the combined

required minimum net capital totaled $1 million and the

combined excess capital totaled $20 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 March

31, 2026, our required regulatory capital of $46 million was

primarily invested in cash and cash equivalents, which is

included in restricted cash and cash equivalents in the

Condensed Consolidated Balance Sheets and European

government debt securities that are included in financial

investments 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 March 31, 2026, other required

regulatory capital of $14 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 agreement.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends

paid per common share on our outstanding common stock:

See “Cash Dividends on Common Stock,” of Note 11,

“Nasdaq Stockholders’ Equity,” to the condensed

consolidated financial statements for further discussion of the

dividends.

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Debt Obligations

Our outstanding debt obligations, by contractual maturity, at March 31, 2026 are as follows (in U.S. Dollar millions):

n U.S. Notes n Euro Notes

As of and for the three months ended March 31, 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 addition to the

2022 Revolving Credit Facility, we also have other credit

facilities primarily to support our Nasdaq Clearing operations

in Europe, as well as to provide a cash pool credit line. These

European credit facilities, which are available in multiple

currencies, totaled $202 million as of March 31, 2026 and

$208 million as of December 31, 2025 in available liquidity,

none of which was utilized.

As of March 31, 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 Form 10-K that was filed with the SEC

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.

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.

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We perform sensitivity analyses to determine the effects of

market risk exposures. We may use derivative instruments

solely to hedge financial risks related to our financial

positions or risks that are incurred during the normal course

of business. We do not use derivative instruments for

speculative purposes.

Interest Rate Risk

We are subject to the risk of fluctuating interest rates in the

normal course of business. Our exposure to market risk for

changes in interest rates relates primarily to our financial

investments and debt obligations, which are discussed below.

All of our outstanding debt obligations are fixed-rate

obligations. We may enter into transactions that expose us to

interest rate risk, for which we may utilize interest rate

derivatives agreements to manage that risk.

Financial Investments

As of March 31, 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 March 31, 2026, would not have a material impact on our

financial statements.

Debt Obligations

As of March 31, 2026, all of our outstanding debt obligations

are fixed-rate obligations. Interest rates on certain tranches of

notes are subject to adjustment to the extent our debt rating is

downgraded below investment grade, as further discussed in

Note 8, “Debt Obligations,” to the condensed consolidated

financial statements. While changes in interest rates will have

no impact on the interest we pay on fixed-rate obligations, we

are exposed to changes in interest rates as a result of the

borrowings under our 2022 Revolving Credit Facility, as this

facility has a variable interest rate. We may also be exposed

to changes in interest rates if there are amounts outstanding

from the sale of commercial paper under our commercial

paper program, which have variable interest rates. As of

March 31, 2026, there were no outstanding borrowings under

our 2022 Revolving Credit Facility or commercial paper

program.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk. Our

primary transactional exposure to foreign currency

denominated revenues less transaction-based expenses and

operating income for the three months ended March 31, 2026

is presented in the following table. The table below does not

include the offsetting impact of our hedging programs.

(in millions, except currency rate)

Three Months Ended March 31, 2026

#Represents multiple foreign currency rates.

N/ANot applicable.

The adverse impacts shown in the table above 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 March

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31, 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

March 31, 2026 is presented in the following table:

(in millions)

In the table above, Swedish Krona includes goodwill of

$2,419 million and intangible assets, net of $493 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 maturities ranging up

to eight years, and reported as either an asset or 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

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statements for further discussion. Our clearinghouse holds

material amounts of clearing member cash deposits, which

are held or invested primarily to provide security of capital

while minimizing credit, market and liquidity risks. While we

seek to achieve a reasonable rate of return, we are primarily

concerned with preservation of capital and managing the

risks associated with these deposits. As the clearinghouse

may remit to the members interest earned at prevailing

market rates, less a spread, this could include negative or

reduced yield due to market conditions. The following is a

summary of the risks associated with these deposits and how

these risks are mitigated.

• Credit Risk: When the clearinghouse has the ability to hold

cash collateral at a central bank, the clearinghouse utilizes

its access to the central bank system to minimize credit risk

exposures. When funds are not held at a central bank, we

seek to substantially mitigate credit risk by ensuring that

investments are primarily placed in large, highly rated

financial institutions, highly rated government debt

instruments and other creditworthy counterparties.

• Liquidity Risk: Liquidity risk is the risk a clearinghouse

may not be able to meet its payment obligations in the right

currency, in the right place and the right time. To mitigate

this risk, the clearinghouse monitors liquidity requirements

closely and maintains funds and assets in a manner which

minimizes the risk of loss or delay in the access by the

clearinghouse to such funds and assets. For example,

holding funds with a central bank where possible or

investing in highly liquid government debt instruments

serves to reduce liquidity risks.

• Interest Rate Risk: Interest rate risk is the risk that interest

rates rise causing the value of purchased securities to

decline. If we were required to sell securities prior to

maturity, and interest rates had risen, the sale of the

securities might be made at a loss relative to the latest

market price. Our clearinghouse seeks to manage this risk

by making short-term investments of members’ cash

deposits. In addition, the clearinghouse investment

guidelines allow for direct purchases or repurchase

agreements with short dated maturities of high quality

sovereign debt (for example, European government and

U.S. Treasury securities), central bank certificates and

multilateral development bank debt instruments.

• Security Issuer Risk: Security issuer risk is the risk that an

issuer of a security defaults on its payment when the

security matures. This risk is mitigated by limiting

allowable investments and collateral under reverse

repurchase agreements to high quality sovereign,

government agency or multilateral development bank debt

instruments.

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 March 31, 2026 that have materially affected,

or are reasonably likely to materially affect, Nasdaq’s

internal control over financial reporting.

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.