Share-Based Compensation

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

SHARE-BASED COMPENSATION

We have a share-based compensation program for employees

and non-employee directors. Share-based awards granted

under this program include restricted stock (consisting of

restricted stock units), PSUs and stock options. For

accounting purposes, we consider PSUs to be a form of

restricted stock. Annual employee awards are generally

granted on or about April 1st of each year.

Summary of Share-Based Compensation Expense

The following table presents the total share-based

compensation expense resulting from equity awards and the

15.0% discount for the ESPP for the three and six months

ended June 30, 2026 and 2025, which is primarily included in

compensation and benefits expense in the Condensed

Consolidated Statements of Income:

	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
	(in millions)
Share-based compensation expense before income taxes	$50	$46	$87	$81

Common Shares Available Under Our Equity Plan

As of June 30, 2026, we had approximately 20.1 million

shares of common stock authorized for future issuance under

our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date

fair value of restricted stock units awarded are based on the

closing stock price at the date of grant less the present value

of future cash dividends. Restricted stock unit awards granted

to employees below the manager level generally vest 33% on

the first anniversary of the grant date, 33% on the second

anniversary of the grant date, and the remainder on the third

anniversary of the grant date. Restricted stock unit awards

granted to employees at or above the manager level generally

vest 33% on the second anniversary of the grant date, 33% on

the third anniversary of the grant date, and the remainder on

the fourth anniversary of the grant date.

The following table summarizes our restricted stock activity

for the six months ended June 30, 2026:

	Restricted Stock
	Number of Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2025	3,920,464	$64.06
Granted	1,410,453	82.65
Vested	(1,277,881)	59.02
Forfeited	(127,935)	69.56
Unvested at June 30, 2026	3,925,101	$72.21

As of June 30, 2026, $189 million of total unrecognized

compensation cost related to restricted stock is expected to be

recognized over a weighted-average period of 2.6 years.

PSUs

We grant three-year PSUs to certain eligible employees.

PSUs are based on performance measures that impact the

amount of shares that each PSU eligible individual receives,

subject to the satisfaction of applicable market performance

conditions, with a three-year cumulative performance period

that vest at the end of the performance period and which

settle in shares of our common stock. Compensation cost is

recognized over the three-year performance period, taking

into account an estimated forfeiture rate, regardless of

whether the market condition is satisfied, provided that the

requisite service period has been completed. Performance

will be determined by comparing Nasdaq’s TSR to two peer

groups, each weighted 50.0%. The first peer group consists

of the S&P 500 GICS 4020 Index, which is a blend of

exchanges, as well as data, financial technology and banking

companies, and the second peer group consists of all

companies in the S&P 500. Nasdaq’s relative performance

ranking against each of these groups will determine the final

number of shares delivered to each individual under the

program. The award issuance under this program will be

between 0.0% and 200.0% of the number of PSUs granted

and will be determined by Nasdaq’s overall performance

against both peer groups. However, if Nasdaq’s TSR is

negative for the three-year performance period, regardless of

TSR ranking, the award issuance will not exceed 100.0% of

the number of PSUs granted. We estimate the fair value of

PSUs granted under the three-year PSU program using the

Monte Carlo simulation model, as these awards contain a

market condition.

Grants of PSUs that were issued in 2023 with a three-year

performance period exceeded the applicable performance

metrics. As a result, an additional 121,475 shares above the

original target amount were granted in the first quarter of

2026 and were fully vested upon issuance.

In 2024, we also granted PSUs with a two-year performance

period to certain eligible executives at the senior vice

president level and above. These PSUs were based on

performance measures relating to the implementation of

certain integration actions in connection with the Adenza

acquisition. Achievement of the targets impacted the amount

of shares that each PSU eligible individual was entitled to

receive. The PSUs had a two-year performance period and

will vest one year after the end of the performance period,

and settled in shares of our common stock. The grantees of

the PSUs under this program were eligible to receive between

0.0% and 200.0% of the number of PSUs granted. The

performance period for these PSUs has ended and exceeded

the applicable performance metrics, and resulted in the

issuance of an additional 87,460 shares for overachievement.

These shares were granted in the first quarter of 2026 and

will vest in January 2027.

The following weighted-average assumptions were used to

determine the weighted-average fair values of the outstanding

PSU awards granted under the three-year PSU program

during the six months ended June 30, 2026 and 2025:

Year of grant date	2026	2025
Weighted-average risk-free interest rate	3.80%	3.82%
Expected volatility	22.57%	23.27%
Weighted-average grant date share price	$85.24	$76.04
Weighted-average fair value at grant date	$100.20	$92.43

The following table summarizes our PSU activity for the six

months ended June 30, 2026:

	PSUs
	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2025	2,378,130	$74.91
Granted	1,021,588	92.19
Vested	(778,716)	52.72
Forfeited	(9,890)	87.83
Unvested at June 30, 2026	2,611,112	$87.15

As of June 30, 2026, the total unrecognized compensation

cost related to the outstanding PSU awards is $124 million

and is expected to be recognized over a weighted-average

period of 1.4 years.

Stock Options

There were no stock option awards granted for the six

months ended June 30, 2026. We received net cash proceeds

of $3 million from the exercise of 113,611 stock options for

the three months ended June 30, 2026. We received net cash

proceeds of $18 million from the exercise of 806,451 stock

options for the six months ended June 30, 2026.

There were no stock option awards granted and no stock

options exercised for the three and six months ended June 30,

2025.

A summary of our outstanding stock options at June 30, 2026

is as follows:

	Number of Stock Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2025	1,420,323	$41.79
Exercised	(806,451)	22.23
Outstanding at   June 30, 2026	613,872	$67.49	5.5	$7

As of June 30, 2026, the aggregate pre-tax intrinsic value

represents the difference between our closing stock price on

June 30, 2026 of $78.82 and the exercise price, times the

number of shares that would have been received by the

option holder had the option holder exercised the stock

options on that date. This amount can change based on the

fair market value of our common stock. As of June 30, 2026,

no outstanding stock options were exercisable. 

ESPP

We have an ESPP under which approximately 9.6 million

shares of our common stock were available for future

issuance as of June 30, 2026. Under our ESPP, employees

may purchase shares having a value not exceeding 10.0% of

their annual compensation, subject to applicable annual

Internal Revenue Service limitations. We record

compensation expense related to the 15.0% discount that is

given to our employees.