NDAQ 10-K & 10-Q changes, risk factors and insider trading

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

Economic conditions and market factors, which are beyond our control, may adversely affect our business and financial condition.

The number of listings on our markets is primarily influenced by factors such as investor demand, the global economy, available sources of financing, and tax and regulatory policies. Adverse conditions or regulatory changes may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching IPOs, including SPACs, and direct listings. While the number of IPOs on our exchanges increased in 20242025 as compared to 2023,2024, there is no assurance that demand for IPOs will continue at the same or higher rate.

There may be less demand for our analytics, corporate solutions, marketfinancial technology solutions and risk and regulatory products and services if global economic conditions weaken. Our customers historically reduce purchases of new services and technology when growth rates decline, thereby diminishing our opportunities to sell new products and services or upgrade existing products and services.Additionally, during a global economic downturn, or periods of economic, political or regulatory uncertainty, our sales cycle may become longer or more unpredictable due to customer budget constraints or unplanned administrative delays to approve purchases.

We face significant competition in our Capital Access Platforms, Financial Technology and Market Services segments from other market participants. We face intense competition from other exchanges and markets for market share of trading activity and listings.listings as well as from numerous financial services and technology companies for our Capital Access Platforms and Financial Technology products and services. This competition includes both product and price competition. Our proposed new offerings to compete in this evolving market, including for the trading of tokenized equity securities and ETPs and the extension of trading hours, may not be successful.

The liberalizationmodernization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition. As a result, both in the U.S. and in other countries, the competition among exchanges and other execution venues has become more intense. Marketplaces in both U.S. and Europe have also merged to achieve greater economies of scale and scope.

Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them. If new systems fail to operate as intended or our existing systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. We could experience a systems failure due to human error by our employees, contractors or vendors, electrical or telecommunications failures or disruptions, hardware or software failures or defects, cyberattacks, sabotage or similar unexpected events. These consequences could result in service outages, lower trading volumes or values, financial losses, decreased customer satisfaction, litigation and regulatory sanctions. Our markets and the markets that rely on our technology have experienced system failures and delays in the past and we could experience future system failures and delays.

Although we currently maintain and expect to maintain multiple computer facilities, and leverage third party cloud providers, that are designed to provide redundancy and back-up to reduce the risk of system disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate. If trading volumes increase unexpectedly or other unanticipated events occur, we may need to expand and upgrade our technology, transaction processing systems and network infrastructure. We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.

While we have programs in place to identify and minimize our exposure to technology and communication system vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future. Any system issue that causes an interruption in services, including to our exchanges; decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results.

We intend to launch new products and initiatives and continue to explore and pursue opportunities to strengthen our business and grow our company. We may spend substantial time and money developing new products, initiatives and enhancements to existing products, including, for example, expanded trading hours on our exchanges. If these products and initiatives are not successful or their launches are delayed, we may not be able to offset their costs, which could have an adverse effect on our business, financial In our technology operations, we have invested substantial amounts in the development of system platforms, the rollout of our platforms and the adoption of new technologies, including cloud-based infrastructure and AI for certain of our offerings.AI. Although investments are carefully planned, there can be no assurance that the demand for such platforms or technologies will justify the related investments. If we fail to generate adequate revenue from planned system platforms or the adoption of new technologies, or if we fail to do so within the envisioned timeframe, it could have an adverse effect on our results of operations and financial condition. In addition, clients may delay purchases in anticipation of new products or enhancements. We may allocate significant amounts of cash and other resources to product technologies or business models for which market demand is lower than anticipated. In addition, the introduction of new products by competitors, the emergence of new industry standards or the development of entirely new technologies to replace existing product offerings could render our existing or future products obsolete.

Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues. Declines in market share also could result in issuers viewing the value of a listing on our exchanges as less attractive, thereby adversely affecting our listing business. Finally, declines in market share of Nasdaq-listed securities, or recently adopted SEC rules and regulations, could lower The Nasdaq Stock Market’s share of tape pool revenues under the consolidated data plans, thereby reducing the revenues of our U.S. Tape plans business.

Our systems and operations are vulnerable to damage, misappropriation or disruption from security breaches. Some of these threats include attacks from foreign governments, hacktivists, insiders and criminal organizations. Foreign governments may seek to obtain a foothold in U.S. critical infrastructure, hacktivists may seek to deploy denial of service attacks to bring attention to their cause, insiders may pose a risk of human error or malicious activity and criminal organizations may seek to profit by gaining control of company systems or accounts or from stolen data via ransomware or other means, such as social engineering, including deepfake scams, compromised business email or other methods. Our hybrid work model and our global footprint elevate cybersecurity and operational risks, particularly in geographies with adversary nation-states and/ or unreliable law enforcement. Given our position in the global securities industry, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. During periods of war or global geopolitical uncertainty, cyber threats may increase from foreign governments or hacktivists to our exchange infrastructure and offerings, and to our vendors and international employees.

While we continue to employ and invest resources to monitor our systems and protect our infrastructure, these measures may prove insufficient due to the continuously evolving nature of threat activity. Any system issue, whether as a result of an intentional breach, collateral damage from a cybersecurity incident involving our supply chain vendors, a negligent or malicious act by an insider, or the use of AI by bad actors, including the use of such tools to engage in social engineering or similar activities, or due to a cybersecurity breach of a customer that results in a loss of our data or compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our intellectual propertyIP or sensitive data; lower trading volumes or values, significant liabilities, litigation or regulatory fines; or otherwise have a negative impact on our business, our products and services, financial condition and operating results. A system breach may go undetected for an extended period of time. There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents. A system breach may go undetected for an extended period of time.

The markets in which we compete are characterized by rapidly changing technology, evolving industry and regulatory standards, frequent enhancements to existing products and services, the adoption of new services and products and changing customer demands. We are reliant on our customers that purchase our on-premises solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and to secure our software and other proprietary materials stored in such systems, and there is no assurance that a customer will implement such measures. We may not be able to keep up with rapid technological and other competitive changes affecting our industry. For example, we must continue to enhance our platforms and, where relevant, our customers', to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as expected. If we are unable to develop our platforms to include other products and markets, or if our platforms do not have the required functionality, performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers, we may not be able to compete successfully. Further, our failure to anticipate or respond adequately to changes in emerging technology and customer preferencespreferences, such as trading and settlement of tokenized equity securities and ETP's or extended trading hours on our exchanges, or any significant delays in product development efforts, could have a material adverse effect on our business, financial condition and operating results.

Our AI initiatives under development and the use of AI in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results.

We have made, and are continuing to make, significant investments in AI including generative AI and agentic AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, equity trading, investor relations, sustainabilityfinancial reporting, and investment analytics solutions, and to enhance and refine our internal business operations. As generative and agentic AI is aare new and evolving technologytechnologies in the early stages of commercial use, there are significant risks involved in the development and deployment of AI,these technologies, and there can be no assurance that the use of AI will enhance our products or services or augmentimprove our business or operating results. Market acceptance of generative and agentic AI technologies is uncertain,evolving, and we may be unsuccessful in our product development efforts. Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectualautonomous propertydecision-making or action, IP infringement, the ability to obtain intellectual propertyIP protection, misappropriation or leakage of intellectual property,IP, defamation, data privacy, and cybersecurity, among others. InAs addition,we theseintegrate third-party AI models into our product initiatives and offerings, we face risks includein how such third-party AI models were developed and deployed, including situations in which the possibilitythird-party may lack a proper license or consent for the training data used for their model, or used insufficient safeguards regarding harmful content, accuracy, bias or other variables of the introduction of new or enhanced laws or regulations or novel enforcement of existing laws to uses of AI, for which compliance may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations. The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm. Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings. Any of these factors could adversely affect our business, reputation, or operating results.data.

Our future success depends, in large part, upon our ability to attract and retain highly qualified and skilled professional personnel that can learn and embrace new technologies. In the current tight labor market, we have intensified our efforts to recruit and retain talent. Competition for key personnel in the various localities and business segments in which we operate is intense. We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales. Our ability to attract and retain key personnel, in particular senior officers orofficers, technology personnel,personnel and global talent, including from companies that we acquire, will be dependent on a number of factors, including prevailing market conditions, changes in immigration policy and laws, regulations regarding employee mobility and international travel, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent. There is no guarantee that we will have the continued service of key employees who we rely upon to execute our business strategy and identify and pursue strategic opportunities and initiatives. Our ability to execute our business strategy could be impaired if we are unable to replace such persons without incurring significant costs or in a timely manner or at all.

WeAdditionally, arewe exposed toface credit risk from third parties, including customers, counterpartiescounterparties, clearing agents, and clearingtransaction agents.and Thesesubscription-based revenues billed in arrears, as these parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failurefailure, or other reasons.

The market for listings is dependent on the prosperity of companies and the availability of risk capital. A stagnation or decline in the number of new listings, or an increase in the number of delistings, either due to market factors or our listing standard changes, on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years. A prolonged decrease in the number of listings, failure of existing SPACs to successfully complete transactions with target companies and dissolve or an increase in the number of delistings, could negatively impact the growth of our revenues. Our corporate solutions business is also impacted by declines in the listings market or increases in acquisitions, privatizations or bankruptcies as there may be fewer publicly-traded customers that need our products.

RISKS RELATED TO TRANSACTIONAL ACTIVITIES AND STRATEGIC RELATIONSHIPS

We must rationalize, coordinate and integrate the operations of our acquired businesses, including the acquisition of Adenza, which was completed in November 2023.businesses. This process involves complex technological, operational and personnel-related challenges, which are time-consuming and expensive and may disrupt our business. The difficulties, costs and delays that could be encountered may include:

Foreign acquisitions, or acquisitions involving companies with numerous foreign subsidiaries, involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operating problems that could disrupt our business and have a material adverse effect on our financial condition.For these reasons, we may not achieve the anticipated financial and strategic benefits from our acquisitions. Any actual efficiencies and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.

We rely on third parties for regulatory, data center, cloud computing, data storage and processing, connectivity, data content, clearing, maintaining markets and exchange liquidity and other services. Interruptions or delays in services from our third-party providers could impair our services or their delivery and harm our business. ToUpon theexpiration extentor thattermination of any of our vendorsagreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or otheron third-partyterms serviceand providersconditions experiencethat difficultiesare favorable to us, and a transition from one vendor to another vendor could be difficult or a significant disruption, breach or outage, materially changes their business relationship with us or fails or delays for any reason to perform their obligations, includingcostly due to geopoliticalthe instability,complexity of our business or our reputation may be materially adversely affected.operations.

AWS operates a platform that we use to provide exchange and other services to our clients, and therefore we are vulnerable to service outages on the AWS platform that affect Nasdaq workloads running or stored in the AWS environment. While certain of our offerings were affected by the AWS outage in October 2025, the outage did not affect trading on our exchanges. If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or a migration experiences integration challenges, the successful migration of ourthe exchangesrelevant toworkload to, or the availability of the relevant service on, the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.

We also rely on members of our trading community to maintain markets and add liquidity. To the extent that any of our largest members experience difficulties, materially change their business relationship with us or are unable for any reason to perform market makingmarket-making activities, our business or our reputation may be materially adversely affected.

Our business acquisitions typically result in the recording of goodwill and intangible assets, and the recorded values of those assets may become impaired in the future. As of December 31, 2025, goodwill totaled $14.4 billion and intangible assets, net of accumulated amortization, totaled $6.5 billion. The determination of the value of such goodwill and intangible assets requires management to make estimates and assumptions that affect our consolidated financial We assess goodwill and intangible assets, as well as other long-lived assets, including equity method investments, equity securities, and property and equipment, for potential impairment on an annual basis or more frequently if indicators of impairment arise. We estimate the fair value of such assets by assessing many factors, including historical performance and projected cash flows. Considerable management judgment is necessary to project future cash flows and evaluate the impact of expected operating and macroeconomic changes on these cash flows. The estimates and assumptions we use are consistent with our internal planning process. However, there are inherent uncertainties in these estimates.

Over the past several years, acquisitions, such as Adenza, have been, or are expected tocould be, significant factors in our growth. We have also divested businesses and may continue to divest additional businesses or assets in the future. Although we cannot predict our transactional activities, we believe that additional acquisitions, divestments, investments, joint ventures and other transactional activities will be important to our strategy. Such transactions may be material in size and scope. Other potential purchasers of assets in our industry may have greater financial resources than we have. Therefore, we cannot be sure that we will be able to complete future transactions on terms favorable to us.

We also invest in early-stage companies through our Nasdaq Ventures program and hold minority interests in other entities. GivenWe the size of these investments, wegenerally do not have operational control of these entities and may have limited visibility into risk management practices. Thus, weWe may be subject to additional capital requirements in certain circumstances and financial and reputational risks if there are operational failures.failures at such companies.

•incurred but unreported claims for an acquired company; and

RISKS RELATED TO LIQUIDITY AND CAPITAL RESOURCES

The following discussion and analysis of the financial condition and results of operations of Nasdaq refers to the year over year comparison for the fiscal years ended December 31, 20242025 and 20232024 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Part I, Item 1A. Risk Factors.” For further discussion of our growth strategy, products and services, and competitive strengths, see “Part I, Item 1. Business.” For a similar discussion comparing the fiscal years ended December 31, 20232024 and 2022,2023, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was previously filed with the SEC on February 21, 2024.

•Nasdaq extended its listing leadership in 20242025 withand achieved its sixthseventh consecutive year as the top U.S. exchange by number of IPOs and proceeds raised.

Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, 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 20242025 as compared to 2023 has2024 led to an increase in our U.S. Equityequities Derivative Tradingoptions and U.S. Cashcash Equity Tradingequities revenues. Market factors also contributed to higher valuations in Nasdaq Indices.Indices, Inhigher ouroverall corporatevolumes solutionsin business,Index wederivatives managedand throughan marketimproving challenges,IPO as corporate buying cycles remained elongated throughout the year.landscape. To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted. See “Part I, Item 1A. Risk Factors” for further discussion.

The following table summarizes our financial performance for the year ended December 31, 2025 compared to the same period in 2024 and for the year ended December 31, 2024 compared to the same period in 2023 and for the year ended December 31, 2023 compared to the same period in 2022.2023. The comparability of our results of operations between reported periods is primarily impacted by theour acquisition of Adenza in November 2023. See Note 4, “Acquisition,Acquisition and Divestitures,” to the consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.

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

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

Index revenues increased in 2024 compared withfor the sameyear periodended inDecember 2023 primarily due31, to higher average AUM in exchange traded products linked to Nasdaq indices and growth in trading volume on futures contracts linked to the Nasdaq-100 Index.volumes. The increase in 20242025 alsois includespartially offset by a $16 million one-time item recognized in the first quarter of 2024 related to a legal settlement to recoup revenue.

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

Workflow & Insights revenues increased in 2024 compared withfor the sameyear period in 2023ended primarily due to an increase in analytics revenue,revenues, particularlylargely ourdriven by eVestment and Nasdaq Data Link andsales eVestment product offerings.growth.

The following table presents revenues from our Financial Technology segment:

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

Financial Crime Management Technology revenues increased infor 2024the year ended December 31, 2025 compared with the same period in 20232024 primarily due to revenuehigher recognitionsubscription revenues from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and newhigher customerprofessional acquisitions,services particularly small and medium-sized businesses.fees.

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

Regulatory Technology revenues increased in 2024 compared with the same period in 2023 primarily due to theincreased inclusion ofsubscription revenues from AxiomSL associated with our acquisition of AdenzaAxiomSL and higherSurveillance surveillancesolutions revenues,driven partiallyby offsetnew sales and price increases to existing clients and revenue from new clients. The increase was also driven by a one-time revenue reduction recognized in the third quarter of 2024 related to a purchase accounting adjustment. See Note 3, “Revenue from Contracts with Customers,” to the consolidated financial statements for discussion on the measurement period adjustment.

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

FirstSecond Quarter 2026 Highlights and Recent Developments

•listings franchise, raising over $105 billion in offering proceeds. Nasdaq extended its listing leadership with 7 of the top 10 largest operating company IPOs andachieved a 71%74% win rate across eligible U.S. operating companies, direct listingslistings, and SPAC business combinations.

•Our Index business generated net inflows of $79$109 billion over the last twelve monthsmonths, including $6$51 billion in the firstsecond quarter. ETPOur AUM as of March 31, 2026 was $836 billionend-of-period and average ETP AUM inreached new milestones, both exceeding $1.0 trillion for the first quartertime reached a new record at $877 billion.ever. During the quarter, Nasdaq launched 3134 new products, including 11 in the institutional annuity space and 1217 international products.

•Market Services generateddelivered record quarterly net revenues,revenues partially driven by record volumesU.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 strongRussell market share across U.S. cash equities and equity derivatives.reconstitution.

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 infor the firstsix quartermonths ofended 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 andIndices, higher overall volumes in Index derivatives.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.

The following tabletables summarizessummarize our financial performance for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025. For a detailed discussion of our results of operations, see “Segment Operating Results” below.

SaaS revenues for MarchJune 31,30, 2026 and 2025 (in millions):

The following tabletables presentspresent our revenues by segment:

2025 included 1,180 and 833914 ETPs, respectively.

Data & Listing Services revenues increased infor the firstthree quarterand ofsix 2026months ended June 30, 2026, compared with the same periodperiods in 20252025, primarily due to new data sales to new and existing clients, pricing and usage, and increased revenue from annual listingsand revenuesinitial listing fees 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.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.

Index revenues increased infor the firstthree quarterand ofsix 2026months ended primarily due to higher average AUM in exchange traded products linked to Nasdaq indices.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 increased infor the firstthree quarterand ofsix 2026months ended June 30, 2026, compared with the same periodperiods in 20252025, primarily due to an increase in analytics revenues, largely driven by eVestment and Nasdaq Data Link sales growth.

The following tabletables presentspresent revenues from our Financial

Financial Crime Management Technology revenues increased infor the firstthree quarterand ofsix 2026months ended June 30, 2026, compared with the same periodperiods in 20252025, primarily due to higher subscription revenues from new and existing clients and higher professional services fees.

Regulatory Technology revenues increased infor the firstthree quarterand ofsix 2026months ended June 30, 2026, compared with the same periodperiods in 20252025, primarily due to increased subscription revenues from our AxiomSL and Surveillance solutions primarily driven by new sales and price increases to existing clients,increases, revenue from new clients and the favorable impact from changes in foreign currency rates.

Capital Markets Technology revenues increased infor the firstthree quarterand ofsix months ended June 30, 2026 compared with the same periodperiods in 2025. The increase was primarily due to higher revenues from data center growthexpansion, including a change in pricing structure, higher Calypso upfront license revenues,revenues and increased subscription revenues across theall business and certain one-time fees,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.

The following tabletables presentspresent revenues from our Market

The following tabletables presentspresent net revenues by product from our Market Services segment:

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

The following tabletables presentspresent 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:

Section 31 fees decreasedincreased infor the firstthree quartermonths ofended 2026June 30, 2026, compared with the same period in 20252025, primarily due to a higher average SEC fee rate. The decrease in the ratesix months ended June 30, 2026, compared with the same period in 2025, is primarily due to zerolower inaverage theSEC secondfee quarter of 2025.rates.

U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased infor the firstthree quarterand ofsix 2026months ended June 30, 2026, compared with the same periodperiods in 20252025, primarily due to higher industry trading volumesvolumes, andpartially 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 same periods in 2025, primarily due to higher industry trading volumes executed on Nasdaq’s exchanges, partially offset by lower capture.rebate capture rate.

The following tabletables presentspresent 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:

See the discussion above for an explanation of Section 31 fees for the firstthree quarterand ofsix months ended June 30, 2026 compared with the same periodperiods in 2025.

Cash equity trading revenues and cash equity trading revenues, net increased infor the firstthree quarterand ofsix 2026months compared with the same period in 2025ended 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.

Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased for the same periods in the2025, primarily due to higher industry trading volumes,volumes and higher overall U.S. matched market share executed on Nasdaq’s exchangesexchanges. andThe 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.

The following tabletables presentspresent revenues from our U.S. Tape plans business:

Nordic derivatives and Canadian cash equities trading. The following tabletables presentspresent revenues from our Other business:

In the preceding table,tables, Other is presented net of Canadian cash equity transaction rebates of $8 million and $6$7 million for both the three months ended MarchJune 31,30, 2026 and 2025, and $16 million and $13 million for the six months ended June 30, 2026 and 2025, respectively.

Other revenues increased infor the firstthree quarterand ofsix 2026months comparedended with the same period in 2025primarily due to an increase in Canadian cash equity revenues, Nordic fixed income revenues and Nordic equity derivatives revenues.

For the threesix months ended MarchJune 31,30, 2026 and 2025,2026, Other revenues related to our Nordic power futures business. For the three and six months ended MarchJune 31,30, 2025, Other revenues also included our Solovis business. See Note 4, “Divestitures,” to the condensed consolidated financial statements for further discussion.

The following tabletables presentspresent our operating expenses:

The increase in compensation and benefits expense for the same periods in 2025, was primarily driven by increased headcount and thehigher unfavorableincentive impactcompensation fromdriven changesby inour foreign currency rates.performance.

Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,6139,630 employees as of MarchJune 31,30, 2026 from 9,3779,492 employees as of MarchJune 31,30, 2025, as we support revenue growth and innovation.

Professional and contract services expense increased for the same periods in the2025, primarily due to higher legal fee accruals.

Technology and communication infrastructure expense increased infor the firstthree quarterand ofsix 2026months ended June 30, 2026, compared with the same periodperiods in 20252025, primarily due to increased investment in technology, particularly our cloud initiatives and software licensing.

Marketing and advertisingOccupancy expense increased infor the firstthree quarterand ofsix 2026months ended June 30, 2026, compared with the same periodperiods in 20252025, primarily due to ancolocation increasedata incenter client marketing spend.expansion.

DepreciationMarketing and amortizationadvertising expense increased infor the firstthree quarterand ofsix 2026months ended June 30, 2026, compared with the same periodperiods in 20252025, primarily due to increaseda depreciationstrengthening ofIPO capitalized software projects.environment.

Regulatory expense decreased infor the firstthree quarterand ofsix 2026months 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 MarchJune 31,30, 2026, these costs included amounts associated with various strategic initiative costs. For the three and six months ended MarchJune 31,30, 2025, these costs primarily included amounts associated with the transfer of open positions in our Nordic power derivatives trading and clearingfutures business, Adenza integration costs and other strategic initiative costs.