Debt Obligations

6 Months Ended

Jun. 30, 2026

Debt Disclosure [Abstract]

Debt Obligations

DEBT OBLIGATIONS

The following table presents the changes in the carrying

amounts of our debt obligations during the six months ended

June 30, 2026:

	December 31, 2025	Additions	Payments, Foreign Currency Translation and Accretion	June 30, 2026
Short-term debt:	(in millions)
Commercial paper	$—	$374	$(105)	$269
2026 Notes	431	—	(431)	—
Total short-term debt	$431	$374	$(536)	$269
Long-term debt - senior unsecured notes:
2028 Notes	793	—	1	794
2029 Notes	702	—	(19)	683
2030 Notes	702	—	(19)	683
2031 Notes	646	—	1	647
2032 Notes	874	—	(24)	850
2033 Notes	719	—	(20)	699
2034 Notes	1,122	—	1	1,123
2040 Notes	645	—	—	645
2050 Notes	488	—	—	488
2052 Notes	407	—	—	407
2053 Notes	739	—	—	739
2063 Notes	738	—	—	738
2026 Revolving Credit Facility	(2)	(3)	1	(4)
Total long-term debt	$8,573	$(3)	$(78)	$8,492
Total debt obligations	$9,004	$371	$(614)	$8,761

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other

outstanding senior unsecured notes were issued at a discount.

As a result of the discount, the proceeds received from each

issuance were less than the aggregate principal amount. As of

June 30, 2026, the amounts in the table above reflect the

aggregate principal amount, which is net of discount and debt

issuance costs, which are being accreted and amortized

through interest expense over the life of the applicable notes.

The accretion of the discount and amortization of the debt

issuance costs was $5 million for the six months ended June

30, 2026. Our Euro Notes are adjusted for the impact of

foreign currency translation. Our senior unsecured notes are

general unsecured obligations which rank equally with all of

our existing and future unsubordinated obligations and are

not guaranteed by any of our subsidiaries. The senior

unsecured notes were issued under indentures that, among

other things, limit our ability to consolidate, merge or sell all

or substantially all of our assets, create liens, and enter into

sale and leaseback transactions. The senior unsecured notes

may be redeemed by Nasdaq at any time, subject to a make-

whole amount.

Upon a change of control triggering event (as defined in the

various supplemental indentures governing the applicable

notes), the terms require us to repurchase all or part of each

holder’s notes for cash equal to 101% of the aggregate

principal amount purchased plus accrued and unpaid interest,

if any.

The Euro Notes pay interest annually. All other notes pay

interest semi-annually. The U.S. dollar senior unsecured

notes coupon rates may vary with Nasdaq’s debt rating, to the

extent Nasdaq is downgraded below investment grade, up to

an upward rate adjustment not to exceed 2%.

Net Investment Hedge

Our Euro Notes have been designated as a hedge of our net

investment in certain foreign subsidiaries to mitigate the

foreign exchange risk associated with certain investments in

these subsidiaries. Accordingly, the remeasurement of these

notes is recorded in foreign currency translation gains

(losses) within accumulated other comprehensive loss in the

Condensed Consolidated Balance Sheets. For the six months

ended June 30, 2026, the impact of translation decreased the

U.S. dollar value of our Euro Notes by $83 million.

Credit Facilities

2026 Revolving Credit Facility

In June 2026, Nasdaq amended and restated our existing

$1.25 billion five-year revolving credit facility, with a new

maturity date of June 30, 2031, and increased the borrowing

capacity to $1.50 billion. Nasdaq intends to use funds

available under the 2026 Revolving Credit Facility for

general corporate purposes and to provide liquidity to support

our commercial paper program. Nasdaq is permitted to repay

borrowings under our 2026 Revolving Credit Facility at any

time in whole or in part, without penalty.

As of June 30, 2026, no amounts were outstanding on the

2026 Revolving Credit Facility. The $(4) million balance

represents unamortized debt issuance costs which are being

amortized through interest expense over the life of the credit

facility.

Borrowings under the revolving credit facility and swingline

borrowings bear interest on the principal amount outstanding

at a variable interest rate based on either the SOFR (or a

successor rate to SOFR), the base rate (as defined in the 2026

Revolving Credit Facility agreement), or other applicable rate

with respect to non-dollar borrowings, plus an applicable

margin that varies with our debt rating. We are charged

commitment fees of 0.080% to 0.150%, depending on our

credit rating, on undrawn amounts. These commitment fees

are included in interest expense and were not material for the

three and six months ended June 30, 2026 and 2025.

The 2026 Revolving Credit Facility contains financial and

operating covenants. Financial covenants include a maximum

leverage ratio. Operating covenants include, among other

things, limitations on Nasdaq’s ability to incur additional

indebtedness, grant liens on assets, dispose of assets and

make certain restricted payments. The facility also contains

customary affirmative covenants, including access to

financial statements, notice of defaults and certain other

material events, maintenance of properties and insurance, and

customary events of default, including cross-defaults to our

material indebtedness.

The 2026 Revolving Credit Facility includes an option for

Nasdaq to increase the available aggregate amount by up to

$1.0 billion, subject to the consent of the lenders funding the

increase and certain other conditions.

We maintain a U.S. dollar commercial paper program, which

we may utilize at various times to support liquidity needs.

This program is supported by our 2026 Revolving Credit

Facility. The effective interest rate of commercial paper

issuances fluctuates as short-term interest rates and demand

fluctuate. These fluctuations may impact our interest

expense. As of June 30, 2026, we had $269 million

outstanding under our commercial paper program and no

outstanding balance as of December 31, 2025.

Other Credit Facilities

Certain of our European subsidiaries have several other credit

facilities, which are available in multiple currencies,

primarily to support our Nasdaq Clearing operations in

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

credit facilities, in aggregate, totaled $198 million as of June

30, 2026 and $208 million as of December 31, 2025 in

available liquidity, none of which was utilized. Generally,

these facilities each have a one-year term, and renew

automatically. The amounts borrowed under these various

credit facilities bear interest on the principal amount

outstanding at a variable interest rate based on a base rate (as

defined in the applicable credit agreement), plus an

applicable margin. We are charged commitment fees (as

defined in the applicable credit agreement), whether or not

amounts have been borrowed. These commitment fees are

included in interest expense and were not material for the

three and six months ended June 30, 2026 and 2025.

These facilities include customary affirmative and negative

operating covenants and events of default.

Debt Covenants

As of June 30, 2026, we were in compliance with the

covenants of all of our debt obligations.