Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis of the financial
condition and results of operations of Nasdaq should be read
in conjunction with our condensed consolidated financial
statements and related notes included in this Form 10-Q.
Certain percentages and per share amounts herein may not
sum or recalculate due to rounding.
EXECUTIVE OVERVIEW
Nasdaq is a leading technology platform that powers the
world’s economies. We architect the infrastructure of the
world’s most modern markets, power the innovation
economy, and build trust in the financial system. We
empower economic opportunity by designing and deploying
the technology, data, and advanced analytics that enable our
clients to capture opportunities, navigate risk, and strengthen
resilience.
We manage, operate and provide our products and services in
three business segments: Capital Access Platforms, Financial
Technology and Market Services.
Second Quarter 2026 Highlights and Recent
Developments
•Nasdaq welcomed seven of the 10 largest operating
company IPOs on the U.S. exchanges, including SpaceX,
the largest IPO in history with $86 billion in offering
proceeds. T1Nasdaq set a quarterly record for total proceeds
raised, with 26 operating company IPOs joining the U.S.
listings franchise, raising over $105 billion in offering
proceeds. Nasdaq achieved a 74% win rate across eligible
U.S. operating companies, direct listings, and SPAC
business combinations.
•T2Our Index business generated net inflows of $109 billion
over the last twelve months, including $51 billion in the
second quarter. Our end-of-period and average ETP AUM
reached new milestones, both exceeding $1.0 trillion for
the first time ever. During the quarter, Nasdaq launched 34
new products, including 11 in the institutional annuity
space and 17 international products.
•T3Financial Technology delivered double-digit revenue
growth in each subdivision for the second consecutive
quarter. Financial Technology delivered 16% revenue
growth and 16% ARR growth. During the second quarter
of 2026, Nasdaq signed 58 new clients, 7 cross-sells, and
107 upsells.
•T4Market Services delivered record quarterly net revenues
partially driven by record U.S. equity options volumes,
supported by record industry volumes. Nasdaq’s Closing
Cross achieved new records in notional value traded across
both the June Triple Witch and Russell reconstitution.
Macroeconomic environment
Our business performance can be positively or negatively
impacted by a number of factors, including general economic
conditions, the accelerated pace of technological change, the
geopolitical environment, current or expected inflation,
interest rate fluctuations, T5the threat or imposition of broad-
based tariffs, market volatility, changes in investment
patterns and priorities, regulatory changes, pandemics and
other factors that are generally beyond our control. For
example, higher overall U.S. trading volumes for the six
months ended June 30, 2026 compared with the same period
in 2025 led to an increase in our U.S. equities options and
U.S. cash equities revenues. Market factors also contributed
to higher valuations in Nasdaq Indices, higher overall
volumes in Index derivatives and a strengthening IPO
environment. T6To the extent that global or national economic
conditions weaken and result in slower growth or recessions,
our business may be negatively impacted.
Nasdaq’s Operating Results
The following tables summarize our financial performance
for the three and six months ended June 30, 2026 compared
to the same periods in 2025. For a detailed discussion of our
results of operations, see “Segment Operating Results”
below.
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions, except per share
amounts)
Revenues less
transaction-based
expenses
$1,500
$1,306
14.9%
Operating expenses
788
738
6.9%
Operating income
$712
$568
25.2%
Net income attributable
to Nasdaq
$507
$452
12.2%
Diluted earnings per
share
$0.89
$0.78
14.5%
Cash dividends
declared per common
share
$0.31
$0.27
14.8%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions, except per share
amounts)
Revenues less
transaction-based
expenses
$2,908
$2,543
14.4%
Operating expenses
1,539
1,428
7.8%
Operating income
$1,369
$1,115
22.7%
Net income attributable
to Nasdaq
$1,026
$847
21.2%
Diluted earnings per
share
$1.80
$1.46
23.3%
Cash dividends
declared per common
share
$0.58
$0.51
13.7%
28
In countries with currencies other than the U.S. dollar,
revenues and expenses are translated using monthly average
exchange rates. Impacts on our revenues less transaction-
based expenses and operating income associated with
fluctuations in foreign currency are discussed in more detail
under “Item 3. Quantitative and Qualitative Disclosures
About Market Risk.”
The following chart summarizes our ARR (in millions):
* In the chart above, Other 2Q25 includes $29 million.
ARR for a given period is the current annualized value
derived from subscription contracts with a defined contract
value. This excludes contracts that are not recurring, are one-
time in nature, or where the contract value fluctuates based
on defined metrics. ARR is currently one of our key
performance metrics to assess the health and trajectory of our
recurring business. ARR does not have any standardized
definition and is therefore unlikely to be comparable to
similarly titled measures presented by other companies. ARR
should be viewed independently of revenue and deferred
revenue and is not intended to be combined with or to replace
either of those items. For AxiomSL and Calypso recurring
revenue contracts, the amount included in ARR is consistent
with the amount that we invoice the customer during the
current period. Additionally, for AxiomSL and Calypso
recurring revenue contracts that include annual values that
increase over time, we include in ARR only the annualized
value of components of the contract that are considered
active as of the date of the ARR calculation. We do not
include the future committed increases in the contract value
as of the date of the ARR calculation. ARR is not a forecast
and the active contracts at the end of a reporting period used
in calculating ARR may or may not be extended or renewed
by our customers.
The ARR chart includes:
▪
Capital Access Platforms
◦
Proprietary market data subscriptions and
annual listing fees within our Data & Listing
Services business.
◦
Index data subscriptions and guaranteed
minimum on futures contracts within our Index
business.
◦
Subscription contracts under our Workflow &
Insights business.
▪
Financial Technology
◦
Subscription contracts excluding non-recurring
professional services.
▪
Other, for 2Q25, includes ARR related to our Solovis
business divested in October 2025.
The following chart summarizes our quarterly annualized
SaaS revenues for June 30, 2026 and 2025 (in millions):
* In the chart above, Other 2Q25 includes $29 million.
29
SEGMENT OPERATING RESULTS
The following tables present our revenues by segment:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Capital Access
Platforms
$621
$520
19.4%
Financial Technology
539
464
16.3%
Market Services
1,372
1,101
24.6%
Other revenues
—
16
(100.0)%
Total revenues
$2,532
$2,101
20.6%
Transaction rebates
(712)
(640)
11.2%
Brokerage, clearance
and exchange fees
(320)
(155)
106.6%
Total revenues less
transaction-based
expenses
$1,500
$1,306
14.9%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Capital Access
Platforms
$1,186
$1,028
15.5%
Financial Technology
1,057
896
17.9%
Market Services
2,419
2,240
8.0%
Other revenues
8
32
(75.6)%
Total revenues
$4,670
$4,196
11.3%
Transaction rebates
(1,436)
(1,224)
17.2%
Brokerage, clearance
and exchange fees
(326)
(429)
(23.9)%
Total revenues less
transaction-based
expenses
$2,908
$2,543
14.4%
The following charts present our Capital Access Platforms,
Financial Technology and Market Services segments as a
percentage of our total revenues, less transaction-based
expenses.
30
Capital Access Platforms
The following tables present revenues and ARR from our
Capital Access Platforms segment:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Data & Listing
Services
$217
$198
9.6%
Index
271
196
38.4%
Workflow & Insights
133
126
5.4%
Total Capital Access
Platforms
$621
$520
19.4%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Data & Listing
Services
$431
$391
10.5%
Index
491
388
26.5%
Workflow & Insights
264
249
6.0%
Total Capital Access
Platforms
$1,186
$1,028
15.5%
As of June 30,
2026
2025
ARR (in millions)
$1,388
$1,286
Data & Listing Services Revenues
The following tables present key drivers from our Data &
Listing Services business:
Three Months Ended June 30,
2026
2025
IPOs
The Nasdaq Stock Market
68
79
Operating company
26
38
SPACs
42
41
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
11
6
Total new listings
The Nasdaq Stock Market
188
194
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
15
6
Six Months Ended June 30,
IPOs
2026
2025
The Nasdaq Stock Market
131
142
Operating company
41
83
SPACs
90
59
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
13
10
Total new listings
The Nasdaq Stock Market
364
364
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
20
15
As of June 30,
Number of listed companies
2026
2025
The Nasdaq Stock Market
4,659
4,238
Exchanges that comprise Nasdaq
Nordic and Nasdaq Baltic
1,109
1,148
ARR (in millions)
$791
$726
In the tables above:
•The number of total listed companies on The Nasdaq Stock
Market as of June 30, 2026 and 2025 included 1,243 and
914 ETPs, respectively.
•IPOs, new listings (which includes IPOs) and total listed
companies for exchanges that comprise Nasdaq Nordic and
Nasdaq Baltic represent companies listed on the Nasdaq
Nordic and Nasdaq Baltic exchanges and companies listed
on the alternative markets of Nasdaq First North.
Data & Listing Services revenues increased for the three and
six months ended June 30, 2026, compared with the same
periods in 2025, primarily due to new data sales to new and
existing clients, pricing and usage, and increased revenue
from annual and initial listing fees due to new listings,
partially offset by the impact of prior year delistings and roll-
off of prior period amortization of initial listing fees. The
increase in the six months ended June 30, 2026 also included
a favorable impact from changes in foreign currency rates.
31
Index Revenues
The following table presents key drivers from our Index
business:
As of or
Three Months Ended June 30,
2026
2025
Number of licensed ETPs
481
422
TTM change in period end ETP AUM tracking Nasdaq
indices (in billions)
Beginning balance
$745
$569
Net inflows
109
88
Net appreciation
260
88
Ending balance
$1,114
$745
Quarterly average ETP AUM
tracking Nasdaq indices (in
billions)
$1,014
$663
ARR (in millions)
$87
$80
In the table above, TTM represents trailing twelve months.
Index revenues increased for the three and six months ended
June 30, 2026, compared with the same periods in 2025,
primarily due to higher average AUM in exchange traded
products linked to Nasdaq indices, higher volume based
revenues and a $6 million one-time revenue benefit, due to a
contract modification, recognized in the second quarter of
2026.
Workflow & Insights Revenues
The following table presents key drivers from our Workflow
& Insights business:
As of or
Three Months Ended June 30,
2026
2025
(in millions)
ARR
$510
$480
Quarterly annualized SaaS
revenues
439
410
Workflow & Insights revenues increased for the three and six
months ended June 30, 2026, compared with the same
periods in 2025, primarily due to an increase in analytics
revenues, largely driven by eVestment and Nasdaq Data Link
sales growth.
Financial Technology
The following tables present revenues from our Financial
Technology segment:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Financial Crime
Management Technology
$98
$81
21.6%
Regulatory Technology
120
104
15.2%
Capital Markets
Technology
321
279
15.1%
Total Financial
Technology
$539
$464
16.3%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Financial Crime
Management Technology
$191
$157
21.3%
Regulatory Technology
238
206
15.8%
Capital Markets
Technology
628
533
17.8%
Total Financial
Technology
$1,057
$896
17.9%
Financial Crime Management Technology Revenues
The following table presents key drivers for our Financial
Crime Management Technology business:
As of or
Three Months Ended June 30,
2026
2025
(in millions)
ARR and Quarterly annualized
SaaS revenues
$359
$308
Financial Crime Management Technology revenues
increased for the three and six months ended June 30, 2026,
compared with the same periods in 2025, primarily due to
higher subscription revenues from new and existing clients
and higher professional services fees.
Regulatory Technology Revenues
The following table presents key drivers for our Regulatory
Technology business:
As of or
Three Months Ended June 30,
2026
2025
(in millions)
ARR
$428
$376
Quarterly annualized SaaS
revenues
258
204
Regulatory Technology revenues increased for the three and
six months ended June 30, 2026, compared with the same
periods in 2025, primarily due to increased subscription
revenues from our AxiomSL and Surveillance solutions
primarily driven by price increases, revenue from new clients
and the favorable impact from changes in foreign currency
rates.
32
Capital Markets Technology Revenues
The following table presents key drivers for our Capital
Markets Technology business:
As of or
Three Months Ended June 30,
2026
2025
(in millions)
ARR
$1,083
$932
Quarterly annualized SaaS
revenues
172
147
Capital Markets Technology revenues increased for the three
and six months ended June 30, 2026 compared with the same
periods in 2025. The increase was primarily due to higher
revenues from data center expansion, including a change in
pricing structure, higher Calypso upfront license revenues
and increased subscription revenues across all businesses,
partially offset by lower professional services revenues. For
the six months ended June 30, 2026 the increase was also
driven by certain one-time fees.
Market Services
The following tables present revenues from our Market
Services segment:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Market Services
$1,372
$1,101
24.6%
Transaction-based expenses:
Transaction rebates
(712)
(640)
11.2%
Brokerage,
clearance and
exchange fees
(320)
(155)
106.6%
Total Market Services,
net
$340
$306
11.2%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Market Services
$2,419
$2,240
8.0%
Transaction-based expenses:
Transaction rebates
(1,436)
(1,224)
17.2%
Brokerage, clearance
and exchange fees
(326)
(429)
(23.9)%
Total Market Services,
net
$657
$587
12.0%
The following tables present net revenues by product from
our Market Services segment:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
U.S. Equity Derivative
Trading
$123
$114
8.2%
Cash Equity Trading
160
135
18.7%
U.S. Tape plans
33
37
(10.7)%
Other
24
20
18.3%
Total Market Services,
net
$340
$306
11.2%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
U.S. Equity Derivative
Trading
$243
$222
9.4%
Cash Equity Trading
298
255
16.8%
U.S. Tape plans
66
70
(5.0)%
Other
50
40
24.5%
Total Market Services,
net
$657
$587
12.0%
In the tables above, Other includes Nordic fixed income
trading & clearing, Nordic derivatives and Canadian cash
equities trading.
33
U.S. Equity Derivative Trading
The following tables present total revenues, transaction-based
expenses, and total revenues less transaction-based expenses
as well as key drivers from our U.S. Equity Derivative
Trading business:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
U.S. Equity
Derivative Trading
Revenues
$462
$426
8.5%
Section 31 fees
34
15
129.2%
Transaction-based expenses:
Transaction rebates
(338)
(311)
8.6%
Section 31 fees
(34)
(15)
129.2%
Brokerage and
clearance fees
(1)
(1)
(11.1)%
U.S. Equity
Derivative Trading
Revenues, net
$123
$114
8.2%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
U.S. Equity
Derivative Trading
Revenues
$894
$834
7.2%
Section 31 fees
34
47
(26.5)%
Transaction-based expenses:
Transaction rebates
(650)
(610)
6.6%
Section 31 fees
(34)
(47)
(26.5)%
Brokerage and
clearance fees
(1)
(2)
(53.4)%
U.S. Equity
Derivative Trading
Revenues, net
$243
$222
9.4%
Section 31 fees are recorded as U.S. equity derivative and
U.S. cash equity trading revenues with a corresponding
amount recorded in transaction-based expenses. We are
assessed these fees from the SEC and pass them through to
our customers in the form of incremental fees. Pass-through
fees can increase or decrease due to rate changes by the SEC,
our percentage of the overall industry volumes processed on
our systems, and differences in actual dollar value traded.
Section 31 fees increased for the three months ended June 30,
2026, compared with the same period in 2025, primarily due
to a higher average SEC fee rate. The decrease in the six
months ended June 30, 2026, compared with the same period
in 2025, is primarily due to lower average SEC fee rates.
Since the amount recorded in revenues is equal to the amount
recorded as Section 31 fees, there is no impact on our net
revenues.
Three Months Ended June 30,
2026
2025
U.S. equity options
Total industry average daily
volume (in millions)
66.5
52.5
Nasdaq PHLX matched market
share
11.2%
9.6%
The Nasdaq Options Market
matched market share
2.6%
4.3%
Nasdaq Texas Options matched
market share
1.3%
1.7%
Nasdaq ISE Options matched
market share
6.6%
6.6%
Nasdaq GEMX Options matched
market share
3.4%
4.4%
Nasdaq MRX Options matched
market share
4.0%
2.8%
Total matched market share
executed on Nasdaq’s exchanges
29.1%
29.4%
Six Months Ended June 30,
U.S. equity options
2026
2025
Total industry average daily
volume (in millions)
64.6
53.0
Nasdaq PHLX matched market
share
11.8%
9.4%
The Nasdaq Options Market
matched market share
2.6%
4.7%
Nasdaq Texas Options matched
market share
1.3%
1.7%
Nasdaq ISE Options matched
market share
6.4%
6.7%
Nasdaq GEMX Options matched
market share
3.4%
4.0%
Nasdaq MRX Options matched
market share
4.1%
2.8%
Total matched market share
executed on Nasdaq’s exchanges
29.6%
29.3%
U.S. equity derivative trading revenues and U.S. equity
derivative trading revenues, net increased for the three and
six months ended June 30, 2026, compared with the same
periods in 2025, primarily due to higher industry trading
volumes, partially offset by lower capture. The increase for
the six months ended June 30, 2026 was also driven by
higher overall U.S. matched market share executed on
Nasdaq’s exchanges
Transaction rebates, in which we credit a portion of the
execution charge to the market participant, increased for the
three and six months ended June 30, 2026, compared with the
same periods in 2025, primarily due to higher industry
trading volumes executed on Nasdaq’s exchanges, partially
offset by lower rebate capture rate.
34
Cash Equity Trading Revenues
The following tables present total revenues, transaction-based
expenses, and total revenues less transaction-based expenses
as well as key drivers and other metrics from our Cash Equity
Trading business:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Cash Equity Trading
Revenues
$531
$463
14.8%
Section 31 fees
280
133
110.4%
Transaction-based
expenses:
Transaction rebates
(366)
(322)
13.8%
Section 31 fees
(280)
(133)
110.4%
Brokerage and
clearance fees
(5)
(6)
(2.5)%
Cash equity trading
revenues, net
$160
$135
18.7%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Cash Equity Trading
Revenues
$1,079
$870
24.0%
Section 31 fees
280
367
(23.7%)
Transaction-based expenses:
Transaction rebates
(770)
(602)
28.0%
Section 31 fees
(280)
(367)
(23.7%)
Brokerage and
clearance fees
(11)
(13)
(12.2%)
Cash equity trading
revenues, net
$298
$255
16.8%
See the discussion above for an explanation of Section 31
fees for the three and six months ended June 30, 2026
compared with the same periods in 2025.
Three Months Ended June 30,
2026
2025
Total U.S.-listed securities
Total industry average daily share
volume (in billions)
20.2
18.4
Matched share volume (in billions)
184.5
158.4
The Nasdaq Stock Market matched
market share
14.3%
13.5%
Nasdaq Texas matched market share
0.3%
0.3%
Nasdaq PSX matched market share
0.1%
0.1%
Total matched market share executed
on Nasdaq’s exchanges
14.7%
13.9%
Market share reported to the FINRA/
Nasdaq Trade Reporting Facility
46.4%
47.7%
Total market share
61.1%
61.6%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades
executed on Nasdaq’s exchanges
747,410
804,121
Total average daily value of shares
traded (in billions)
$6.2
$5.7
Total market share executed on
Nasdaq’s exchanges
74.5%
71.9%
Six Months Ended June 30,
Total U.S.-listed securities
2026
2025
Total industry average daily share
volume (in billions)
20.1
17.1
Matched share volume (in billions)
368.2
295.5
The Nasdaq Stock Market matched
market share
14.5%
13.8%
Nasdaq Texas matched market share
0.3%
0.3%
Nasdaq PSX matched market share
0.1%
0.1%
Total matched market share executed
on Nasdaq’s exchanges
14.9%
14.2%
Market share reported to the FINRA/
Nasdaq Trade Reporting Facility
46.0%
47.9%
Total market share
60.9%
62.1%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades
executed on Nasdaq’s exchanges
773,062
796,426
Total average daily value of shares
traded (in billions)
$6.5
$5.5
Total market share executed on
Nasdaq’s exchanges
74.4%
71.2%
Cash equity trading revenues and cash equity trading
revenues, net increased for the three and six months ended
June 30, 2026, compared with the same periods in 2025,
primarily due to higher U.S. industry trading volumes, higher
U.S. and European matched market share executed on
Nasdaq's exchanges, and higher European trading volumes.
For the six months ended June 30, 2026, higher capture also
contributed to the increase in cash equity trading revenues as
compared to the prior period.
35
Transaction rebates, in which we credit a portion of the
execution charge to the market participant, increased for the
three and six months ended June 30, 2026, compared with the
same periods in 2025, primarily due to higher industry
trading volumes and higher U.S. matched market share
executed on Nasdaq’s exchanges. The increase for the six
months ended June 30, 2026 is also driven by a higher rebate
capture rate. For The Nasdaq Stock Market and Nasdaq PSX,
we credit a portion of the per share execution charge to the
market participant that provides the liquidity, and for Nasdaq
Texas, we credit a portion of the per share execution charge
to the market participant that takes the liquidity.
U.S. Tape Plans
The following tables present revenues from our U.S. Tape
plans business:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
U.S. Tape plans
$33
$37
(10.7)%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
U.S. Tape plans
$66
$70
(5.0)%
U.S. Tape plans revenues decreased for the three and six
months ended June 30, 2026, compared with the same
periods in 2025, primarily due to lower audit revenues as
compared to the three and six months ended June 30, 2025,
which included an industry-wide adjustment.
Other
Other includes Nordic fixed income trading and clearing,
Nordic derivatives and Canadian cash equities trading. The
following tables present revenues from our Other business:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Other
$24
$20
18.3%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Other
$50
$40
24.5%
In the preceding tables, Other is presented net of Canadian
cash equity transaction rebates of $7 million for both the
three months ended June 30, 2026 and 2025, and $16 million
and $13 million for the six months ended June 30, 2026 and
2025, respectively.
Other revenues increased for the three and six months ended
June 30, 2026, compared with the same periods in 2025,
primarily due to an increase in Nordic fixed income revenues.
The increase for the six months ended June 30, 2026,
compared with the same period in 2025, was also due to an
increase in Nordic equity derivatives revenues and Canadian
cash equity revenues.
Other Revenues
For the six months ended June 30, 2026, Other revenues
related to our Nordic power futures business. For the three
and six months ended June 30, 2025, Other revenues also
included our Solovis business. See Note 4, “Divestitures,” to
the condensed consolidated financial statements for further
discussion.
36
EXPENSES
Operating Expenses
The following tables present our operating expenses:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Compensation and
benefits
$383
$352
8.8%
Professional and
contract services
42
39
10.5%
Technology and
communication
infrastructure
88
79
11.6%
Occupancy
35
30
20.1%
General, administrative
and other
23
23
(1.9)%
Marketing and
advertising
24
14
69.4%
Depreciation and
amortization
165
158
5.0%
Regulatory
9
14
(35.4)%
Merger and strategic
initiatives
5
20
(76.5)%
Restructuring charges
14
9
48.0%
Total operating
expenses
$788
$738
6.9%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Compensation and
benefits
$739
$681
8.6%
Professional and
contract services
82
75
9.5%
Technology and
communication
infrastructure
171
156
9.8%
Occupancy
68
58
18.0%
General, administrative
and other
52
29
79.7%
Marketing and
advertising
44
28
55.5%
Depreciation and
amortization
331
313
5.5%
Regulatory
19
29
(35.5)%
Merger and strategic
initiatives
9
44
(80.9)%
Restructuring charges
24
15
68.6%
Total operating
expenses
$1,539
$1,428
7.8%
The increase in compensation and benefits expense for the
three and six months ended June 30, 2026, compared with the
same periods in 2025, was primarily driven by increased
headcount and higher incentive compensation driven by our
performance.
T7Headcount, including employees of non-wholly owned
consolidated subsidiaries, increased to 9,630 employees as of
June 30, 2026 from 9,492 employees as of June 30, 2025, as
we support revenue growth and innovation.
Professional and contract services expense increased for the
three and six months ended June 30, 2026, compared with the
same periods in 2025, primarily due to higher legal fee
accruals.
Technology and communication infrastructure expense
increased for the three and six months ended June 30, 2026,
compared with the same periods in 2025, primarily due to
increased investment in technology, particularly our cloud
initiatives and software licensing.
Occupancy expense increased for the three and six months
ended June 30, 2026, compared with the same periods in
2025, primarily due to colocation data center expansion.
General, administrative and other expense remained
relatively flat for the three months ended June 30, 2026,
compared with the same period in 2025. The increase for the
six months ended June 30, 2026 compared with the same
period in 2025 was primarily due to a gain on extinguishment
of debt recorded in the first quarter of 2025.
Marketing and advertising expense increased for the three
and six months ended June 30, 2026, compared with the
same periods in 2025, primarily due to a strengthening IPO
environment.
Depreciation and amortization expense increased for the
three and six months ended June 30, 2026, compared with the
same periods in 2025, due to increased depreciation of
capitalized software projects.
Regulatory expense decreased for the three and six months
ended June 30, 2026, compared with the same periods in
2025, primarily due to lower CAT operating costs.
We have pursued various strategic initiatives and completed
acquisitions and divestitures in recent years, which have
resulted in expenses which would not have otherwise been
incurred. These expenses generally include integration costs,
as well as legal, due diligence and other third-party
transaction costs and vary based on the size and frequency of
the activities described above. For the three and six months
ended June 30, 2026, these costs included amounts associated
with various strategic initiative costs. For the three and six
months ended June 30, 2025, these costs primarily included
amounts associated with the transfer of open positions in our
Nordic power futures business, Adenza integration costs and
other strategic initiative costs.
Restructuring charges increased for the three and six months
of June 30, 2026, compared with the same periods in 2025,
primarily due to the higher consulting and other services,
partially offset by lower employee-related costs in relation to
our Adenza restructuring program. See Note 19,
“Restructuring Charges,” to the condensed consolidated
financial statements for further discussion.
37
Non-Operating Income and Expenses
The following tables present our non-operating income and
expenses:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Interest income
$8
$12
(37.7)%
Interest expense
(86)
(95)
(9.4)%
Net interest expense
(78)
(83)
(5.2)%
Net gain on
divestitures
—
39
(100.0)%
Other income (losses)
(2)
1
(174.6)%
Net income from
unconsolidated
investees
21
23
(6.1)%
Total non-operating
expense
$(59)
$(20)
191.6%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Interest income
$13
$24
(42.8)%
Interest expense
(172)
(192)
(9.7)%
Net interest expense
(159)
(168)
(5.1)%
Net gain on
divestitures
89
39
127.7%
Other income (losses)
(15)
—
N/M
Net income from
unconsolidated
investees
47
50
(4.5)%
Total non-operating
expense
$(38)
$(79)
(51.5)%
________
N/M Not meaningful
The following tables present our interest expense:
Three Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Interest expense on debt
$83
$92
(9.5)%
Accretion of debt
issuance costs and debt
discount
2
2
(6.1)%
Other fees
1
1
(2.7)%
Interest expense
$86
$95
(9.4)%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Interest expense on debt
$166
$185
(9.7)%
Accretion of debt
issuance costs and debt
discount
5
6
(10.0)%
Other fees
1
1
(6.8)%
Interest expense
$172
$192
(9.7)%
Interest income decreased for the three and six months ended
June 30, 2026, compared with the same periods in 2025,
primarily due to a lower average cash balance.
Interest expense decreased for the three and six months ended
June 30, 2026, compared with the same periods in 2025,
primarily due to lower outstanding debt following the
repayment of our 2025 Notes and the partial repurchases of
several series of outstanding senior unsecured notes in 2025.
Net gains on divestitures for the six months ended June 30,
2026 primarily relates to the divestiture of our Nordic power
futures business, net of costs to sell. Net gains on divestitures
for the three and six months ended June 30, 2025 relates to
the divestitures of our Nordic power futures business and our
Nasdaq Risk Modelling for Catastrophes business, net of
costs to sell. See Note 4, “Divestitures,” to the condensed
consolidated financial statements for further discussion of
these transactions.
Other income (losses) primarily represents realized and
unrealized gains and losses from strategic investments related
to our corporate venture program. For the three and six
months ended June 30, 2026, this also includes the
impairment of intangible assets related to customer
relationships and licenses associated with the wind-down of
our Nordic power futures business. See “Acquired Intangible
Assets,” of Note 5, “Goodwill and Acquired Intangible
Assets,” and “Equity Securities,” of Note 6, “Investments,” to
the condensed consolidated financial statements for further
discussion of these transactions.
Net income from unconsolidated investees primarily relates
to income recognized from our equity method investment in
OCC. See “Equity Method Investments,” of Note 6,
“Investments,” to the condensed consolidated financial
statements for further discussion.
Tax Matters
The following tables present our income tax provision and
effective tax rate:
Three Months Ended June 30,
Percentage
Change
2026
2025
($ in millions)
Income tax provision
$146
$96
51.6%
Effective tax rate
22.4%
17.5%
Six Months Ended June 30,
Percentage
Change
2026
2025
(in millions)
Income tax provision
$305
$190
60.4%
Effective tax rate
22.9%
18.3%
For further discussion of our tax matters, see Note 16,
“Income Taxes,” to the condensed consolidated financial
statements.
38
NON-GAAP FINANCIAL MEASURES
In addition to disclosing results determined in accordance
with U.S. GAAP, we also provide non-GAAP net income
and non-GAAP diluted earnings per share in this Quarterly
Report on Form 10-Q. Management uses this non-GAAP
information internally, along with U.S. GAAP information,
in evaluating our performance and in making financial and
operational decisions. We believe our presentation of these
measures provides investors with greater transparency and
supplemental data relating to our financial condition and
results of operations. In addition, we believe the presentation
of these measures is useful to investors for period-to-period
comparisons of our ongoing operating performance.
These measures are not in accordance with, or an alternative
to, U.S. GAAP, and may be different from non-GAAP
measures used by other companies. In addition, other
companies, including companies in our industry, may
calculate such measures differently, which reduces their
usefulness as comparative measures. Investors should not
rely on any single financial measure when evaluating our
business. This non-GAAP information should be considered
as supplemental in nature and is not meant as a substitute for
our operating results in accordance with U.S. GAAP. We
recommend investors review the U.S. GAAP financial
measures included in this Quarterly Report on Form 10-Q,
including our condensed consolidated financial statements
and the notes thereto. When viewed in conjunction with our
U.S. GAAP results and the accompanying reconciliation, we
believe these non-GAAP measures provide greater
transparency and a more complete understanding of factors
affecting our business than U.S. GAAP measures alone.
We understand that analysts and investors regularly rely on
non-GAAP financial measures, such as non-GAAP net
income and non-GAAP diluted earnings per share, to assess
operating performance. We use non-GAAP net income and
non-GAAP diluted earnings per share because they highlight
trends more clearly in our business that may not otherwise be
apparent when relying solely on U.S. GAAP financial
measures, since these measures eliminate from our results
specific financial items that have less bearing on our ongoing
operating performance.
The following tables present reconciliations between U.S.
GAAP net income and diluted earnings per share and non-
GAAP net income and diluted earnings per share:
Three Months Ended June 30,
2026
2025
(in millions, except per share
amounts)
U.S. GAAP net income
$507
$452
Non-GAAP adjustments:
Amortization expense of acquired
intangible assets
121
122
Merger and strategic initiatives
expense
5
20
Restructuring charges
14
9
Net gain on divestitures
—
(39)
Net income from unconsolidated
investees
(21)
(23)
Legal and regulatory matters
6
1
Other loss
6
1
Total non-GAAP adjustments
$131
$91
Non-GAAP tax adjustments
(33)
(24)
Other tax adjustments
—
(27)
Total non-GAAP adjustments,
net of tax
$98
$40
Non-GAAP net income
$605
$492
U.S. GAAP effective tax rate
22.4%
17.5%
Total adjustments from non-
GAAP tax rate
0.4%
5.5%
Non-GAAP effective tax rate
22.8%
23.0%
Weighted-average common shares
outstanding for diluted earnings
per share
567.8
579.0
U.S. GAAP diluted earnings per
share
$0.89
$0.78
Total adjustments from non-
GAAP net income
0.18
0.07
Non-GAAP diluted earnings per
share
$1.07
$0.85
39
Six Months Ended June 30,
2026
2025
(in millions, except per share
amounts)
U.S. GAAP net income
$1,026
$847
Non-GAAP adjustments:
Amortization expense of acquired
intangible assets
243
243
Merger and strategic initiatives
expense
9
44
Restructuring charges
24
15
Gain on extinguishment of debt
—
(19)
Net gain on divestitures
(89)
(39)
Net income from unconsolidated
investees
(47)
(50)
Legal and regulatory matters
12
4
Other loss
20
1
Total non-GAAP adjustments
$172
$199
Non-GAAP tax adjustments
(44)
(52)
Other tax adjustments
—
(45)
Total non-GAAP adjustments,
net of tax
$128
$102
Non-GAAP net income
$1,154
$949
U.S. GAAP effective tax rate
22.9%
18.3%
Total adjustments from non-
GAAP tax rate
0.3%
4.9%
Non-GAAP effective tax rate
23.2%
23.2%
Weighted-average common shares
outstanding for diluted earnings
per share
569.7
579.5
U.S. GAAP diluted earnings per
share
$1.80
$1.46
Total adjustments from non-
GAAP net income
0.23
0.18
Non-GAAP diluted earnings per
share
$2.03
$1.64
We believe that excluding the above items, described further
below, from the non-GAAP net income provides a more
meaningful analysis of Nasdaq’s ongoing operating
performance and comparisons in Nasdaq’s performance
between periods:
•Amortization expense of acquired intangible assets: We
amortize intangible assets acquired in connection with
various acquisitions. Intangible asset amortization expense
can vary from period to period due to episodic acquisitions
completed, rather than from our ongoing business
operations. As such, if intangible asset amortization is
included in performance measures, it is more difficult to
assess the day-to-day operating performance of the
businesses and the relative operating performance of the
businesses between periods.
•Merger and strategic initiatives expense: We have pursued
various strategic initiatives and completed acquisitions and
divestitures in recent years that have resulted in expenses
which would not have otherwise been incurred. The
frequency and the amount of such expenses vary
significantly based on the size, timing and complexity of
the transactions. These expenses primarily include
integration costs, as well as legal, due diligence and other
third-party transaction costs. For the three and six months
ended June 30, 2026, these costs included amounts
associated with various strategic initiative costs. For the
three and six months ended June 30, 2025, these costs
primarily included amounts associated with the transfer of
open positions in our Nordic power futures business,
Adenza integration costs and other strategic initiative costs.
•Restructuring charges: See Note 19, “Restructuring
Charges,” to the condensed consolidated financial
statements for further discussion of this program.
•Gain on extinguishment of debt: This gain is recorded in
general, administrative and other expense in the Condensed
Consolidated Statements of Income.
•Net gain on divestitures: For the six months ended June 30,
2026, this primarily includes the recognition of an
incremental gain on the sale of our Nordic power futures
business, net of costs to sell. For the three and six months
ended June 30, 2025, this includes gains on divestitures of
our Nordic power futures business and our Nasdaq Risk
Modelling for Catastrophes business, net of costs to sell.
See Note 4, “Divestitures,” to the condensed consolidated
financial statements for further discussion of these
transactions.
•Net income from unconsolidated investees: We exclude our
share of the earnings and losses of our equity method
investments. This provides a more meaningful analysis of
Nasdaq’s ongoing operating performance or comparisons
in Nasdaq’s performance between periods. See “Equity
Method Investments,” of Note 6, “Investments,” to the
condensed consolidated financial statements for further
discussion.
•Legal and regulatory matters: For the three and six months
ended June 30, 2026 and 2025, this includes accruals
relating to certain legal matters, which are recorded in
professional and contract services in the Condensed
Consolidated Statements of Income.
•Other loss: For the three and six months ended June 30,
2026 and 2025, other items primarily include net gains and
losses from strategic investments entered into through our
corporate venture program. For the three and six months
ended June 30, 2026, this also includes intangible assets
impairments of customer relationships and licenses relating
to the wind-down of our Nordic power futures business.
The net effect of these items is included in other income
(losses) in our Condensed Consolidated Statements of
Income. See “Acquired Intangible Assets,” of Note 5,
“Goodwill and Acquired Intangible Assets,” and “Equity
40
Securities,” of Note 6, “Investments,” to the condensed
consolidated financial statements for further discussion of
these transactions.
•Non-GAAP tax adjustments: The non-GAAP adjustment to
the income tax provision for all periods primarily includes
the tax impact of each non-GAAP adjustment.
•Other tax adjustments: For the three and six months ended
June 30, 2025, other tax adjustments reflect a tax benefit
related to payments made to certain former Adenza
employees. For the six months ended June 30, 2025, this
also reflects the release of the prior years' reserves
following a favorable audit settlement.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have funded our operating activities and met
our commitments through cash generated by operations,
augmented by the periodic issuance of debt. Currently, our
cost and availability of funding remain healthy. We continue
to prudently assess our capital deployment strategy through
balancing internal investments, debt repayments, and
shareholder return activity, including dividends and share
repurchases, and potential acquisitions.
We expect that our current cash and cash equivalents
combined with cash flows provided by operating activities,
supplemented with our borrowing capacity and access to
additional financing, including our revolving credit facility
and our commercial paper program, provides us additional
flexibility to meet our ongoing obligations and the capital
deployment strategic actions described above, while allowing
us to invest in activities and product development that
support the long-term growth of our operations.
Principal factors that could affect the availability of our
internally generated funds include:
•deterioration of our revenues in any of our business
segments;
•changes in regulatory and working capital requirements;
and
•an increase in our expenses.
Principal factors that could affect our ability to obtain cash
from external sources include:
•operating covenants contained in our credit facilities that
limit our total borrowing capacity;
•credit rating downgrades, which could limit our access to
additional debt;
•a significant decrease in the market price of our common
stock; and
•volatility or disruption in the public debt and equity
markets.
The following table summarizes selected measures of our
liquidity and capital resources:
June 30, 2026
December 31, 2025
(in millions)
Working capital
$28
$42
Cash and cash equivalents
520
604
Financial investments
198
28
Working Capital
The decrease in working capital from December 31, 2025 to
June 30, 2026, excluding default funds and margin deposits,
as the corresponding assets and liabilities are both equal and
offsetting, is primarily due to an increase in current liabilities
partially offset by an increase in current assets.
Increased current liabilities were primarily due to:
•increased Section 31 fees payable due to an increase in the
Section 31 fee rate and timing of payment, and
•higher deferred revenue due to timing of billings, primarily
relating to our annual listing fees; partially offset by
•a decrease in short-term debt, see “Debt obligations” below
for further discussion,
•a decrease in accrued personnel costs,
•a decrease in other current liabilities, and
•a decrease in accounts payable and accrued expenses.
Increased current assets were primarily due to:
•higher receivables, net primarily due to an increase in
Section 31 fee rate and due to timing of billings, and
•an increase in financial investments at fair value, partially
offset by
•lower restricted cash primarily due to the movement of
regulatory capital to longer-term investments classified as
financial investments,
•lower other current assets, and
•lower cash and cash equivalents.
Cash and Cash Equivalents
Cash and cash equivalents includes all non-restricted cash in
banks and highly liquid investments with original maturities
of 90 days or less at the time of purchase. The balance
retained in cash and cash equivalents is a function of
anticipated or possible short-term cash needs, prevailing
interest rates, our investment policy, and alternative
investment choices. As of June 30, 2026 and December 31,
2025, our cash and cash equivalents of $520 million and
$604 million, respectively, were primarily invested in money
market funds and bank deposits.
Repatriation of Cash
Our cash and cash equivalents held outside of the U.S. in
various foreign subsidiaries totaled $199 million as of June
30, 2026 and $280 million as of December 31, 2025. The
remaining balance held in the U.S. totaled $321 million as of
June 30, 2026 and $324 million as of December 31, 2025.
41
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents, which was $26 million
as of June 30, 2026 and $210 million as of December 31,
2025, is restricted from withdrawal due to a contractual or
regulatory requirement or not available for general use and as
such is classified as restricted in the Condensed Consolidated
Balance Sheets. The decrease in this balance as of June 30,
2026 is primarily due to more regulatory capital being
invested in longer term investments, which are classified as
financial investments in the Condensed Consolidated Balance
Sheets as of June 30, 2026. Capital held for regulatory
purposes is invested based on prevailing market rates and our
investment strategy and may be held in shorter term
investments, which meet the criteria to be classified as cash
equivalents, and would then be included in restricted cash
and cash equivalents or longer term investments which would
be classified as financial investments in the Condensed
Consolidated Balance Sheets.
Cash Flow Analysis
The following table summarizes the changes in cash flows:
Six Months Ended June 30,
2026
2025
Net cash provided by (used in):
(in millions)
Operating activities
$1,400
$1,409
Investing activities
301
(317)
Financing activities
(4,767)
(2,545)
Net Cash Provided by Operating Activities
Net cash provided by operating activities primarily consists
of net income adjusted for certain non-cash items, including,
but not limited to, depreciation and amortization expense,
expense associated with share-based compensation, net
income from unconsolidated investees, net gain on
divestitures and the effects of changes in working capital.
Refer to the above discussion regarding changes in working
capital.
Net cash provided by operating activities decreased $9
million for the six months ended June 30, 2026 compared
with the same period in 2025. The decrease was primarily
driven by changes in working capital, as discussed above and
an increase in net gain on divestitures, partially offset by
higher net income and an increase in other adjustments to net
income.
Net Cash Provided by (Used in) Investing Activities
Net cash provided by (used in) investing activities increased
for the six months ended June 30, 2026 compared with the
same period in 2025. This was primarily driven by higher
proceeds from net sales and redemption of investments
related to default funds and margin deposits of $915 million,
which does not impact Nasdaq's cash, cash equivalents,
restricted cash or restricted cash equivalents as it relates to
customer funds. The increase is also driven by higher
proceeds from divestitures, net of cash divested of $37
million, partially offset by an increase in purchases of
securities of $299 million, primarily due to more regulatory
capital being invested in longer-term investments and
purchases of property and equipment of $29 million.
Net Cash Used in Financing Activities
Net cash used in financing activities increased for the six
months ended June 30, 2026 compared with the same period
in 2025 primarily driven by higher outflows of cash from the
default funds and margin deposits of $1,997 million, which
does not impact Nasdaq's cash, cash equivalents, restricted
cash or restricted cash equivalents as it relates to customer
funds, T8increases in repurchases of common stock of $688
million and an increase in dividends paid of $34 million.
These increases were partially offset by issuance of
commercial paper, net of $269 million and a decrease in
repayment of debt of $226 million.
See Note 8, “Debt Obligations,” to the condensed
consolidated financial statements for further discussion of our
debt obligations.
See “Default Fund Contributions and Margin Deposits” of
Note 14, “Clearing Operations,” for further discussion of
these balances.
See “Share Repurchase Program,” and “Cash Dividends on
Common Stock,” of Note 11, “Nasdaq Stockholders’
Equity,” to the condensed consolidated financial statements
for further discussion of our share repurchase program and
cash dividends declared and paid on our common stock.
Financial Investments
Our financial investments totaled $198 million as of June 30,
2026 and $28 million as of December 31, 2025. Of these
securities, $163 million as of June 30, 2026 and $18 million
as of December 31, 2025 are assets primarily utilized to meet
regulatory capital requirements, mainly for our clearing
operations at Nasdaq Clearing. See Restricted Cash and Cash
Equivalents above and Note 6, “Investments,” to the
condensed consolidated financial statements for further
discussion.
Regulatory Capital Requirements
Clearing Operations Regulatory Capital Requirements
We are required to maintain minimum levels of regulatory
capital for the clearing operations of Nasdaq Clearing. The
level of regulatory capital required to be maintained is
dependent upon many factors, including market conditions
and creditworthiness of the counterparty. As of June 30,
2026, our required regulatory capital of $131 million was
primarily comprised of European government debt securities
that are included in financial investments in the Condensed
Consolidated Balance Sheets.
Broker-Dealer Net Capital Requirements
Our broker-dealer subsidiaries, Nasdaq Execution Services,
NFSTX, LLC, and Nasdaq Capital Markets Advisory, are
subject to regulatory requirements intended to ensure their
general financial soundness and liquidity. These requirements
obligate these subsidiaries to comply with minimum net
capital requirements. As of June 30, 2026, the combined
42
required minimum net capital totaled $1 million and the
combined excess capital totaled $18 million, substantially all
of which is held in cash and cash equivalents in the
Condensed Consolidated Balance Sheets. The required
minimum net capital is included in restricted cash and cash
equivalents in the Condensed Consolidated Balance Sheets.
Nordic and Baltic Exchange Regulatory Capital
Requirements
The entities that operate trading venues in the Nordic and
Baltic countries are each subject to local regulations and are
required to maintain regulatory capital intended to ensure
their general financial soundness and liquidity. As of June 30,
2026, our required regulatory capital of $41 million was
primarily invested in European government debt securities
that are included in financial investments in the Condensed
Consolidated Balance Sheets and cash and cash equivalents,
which is included in restricted cash and cash equivalents in
the Condensed Consolidated Balance Sheets.
Other Capital Requirements
We operate several other businesses which are subject to
local regulation and are required to maintain certain levels of
regulatory capital. As of June 30, 2026, other required
regulatory capital of $13 million, primarily related to Nasdaq
Central Securities Depository, was primarily invested in
European government debt securities that are included in
financial investments in the Condensed Consolidated Balance
Sheets and cash and cash equivalents, which is included in
restricted cash and cash equivalents in the Condensed
Consolidated Balance Sheets.
Equity and dividends
Share Repurchase Program
See “Share Repurchase Program,” of Note 11, “Nasdaq
Stockholders’ Equity,” to the condensed consolidated
financial statements for further discussion of our share
repurchase program, including our ASR agreements.
Cash Dividends on Common Stock
The following table presents our quarterly cash dividends
paid per common share on our outstanding common stock:
2026
2025
First quarter
$0.27
$0.24
Second quarter
0.31
0.27
Total
$0.58
$0.51
See “Cash Dividends on Common Stock,” of Note 11,
“Nasdaq Stockholders’ Equity,” to the condensed
consolidated financial statements for further discussion of the
dividends.
Debt Obligations
Our outstanding debt obligations, by contractual maturity, at June 30, 2026 are as follows (in U.S. Dollar millions):
n U.S. Notes n Euro Notes
43
As of and for the six months ended June 30, 2026, the
weighted average interest rate on our debt obligations was
approximately 3.7%. This rate can fluctuate based on changes
in foreign currency exchange rates and changes in the amount
and duration of outstanding debt. See “Foreign Currency
Exchange Rate Risk” below for further discussion on
hedging associated with our Euro Notes. In June 2026,
Nasdaq amended and restated our existing $1.25 billion five-
year revolving credit facility, with a new maturity date of
June 30, 2031, and increased the borrowing capacity to
$1.50 billion. In addition to the 2026 Revolving Credit
Facility, we also have other credit facilities primarily to
support our Nasdaq Clearing operations in Europe, as well as
to provide a cash pool credit line.
As of June 30, 2026, we were in compliance with the
covenants of all of our debt obligations.
See Note 8, “Debt Obligations,” to the condensed
consolidated financial statements for further discussion of our
debt obligations.
Contractual Obligations and Contingent Commitments
Nasdaq had no significant changes to our contractual
obligations and contingent commitments from those
disclosed in “Part I. Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations”
in our Annual Report on Form 10-K that was filed with the
SEC on February 12, 2026.
OFF-BALANCE SHEET ARRANGEMENTS
For discussion of off-balance sheet arrangements see:
•Note 14, “Clearing Operations,” to the condensed
consolidated financial statements for further discussion of
our non-cash default fund contributions and margin
deposits received for clearing operations; and
•Note 17, “Commitments, Contingencies and Guarantees,”
to the condensed consolidated financial statements for
further discussion of:
◦Guarantees issued and credit facilities available;
◦Other guarantees; and
◦Routing brokerage activities.
Mentions · how they’re counted
| Category | Underlined | Word counter | Model’s count |
|---|---|---|---|
| AI AI, artificial intelligence, generative AI, machine learning, large language model, LLM | 0 | 0 | 0 |
| Layoffs layoffs, RIF, headcount reduction, workforce optimization, restructuring | 9 | — | 0 |
| Recession recession, downturn, contraction, slowdown | 0 | 0 | 1 |
| Tariffs tariff, trade war, trade barriers, trade restrictions, trade policy | 1 | 1 | 1 |
| Buybacks share repurchase, buyback program | 4 | — | 0 |
Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.
Source: SEC EDGAR · public domain · Highlights by Palanor