NASDAQ, INC. (NDAQ) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that NASDAQ, INC. surfaced in its latest filing.

• The AWS outage in October 2025 affected certain offerings but did not affect trading on Nasdaq exchanges.October 2025
• As of December 31, 2025, Nasdaq had goodwill of $14.4 billion and intangible assets, net of accumulated amortization, of $6.5 billion.December 31, 2025
• As of December 31, 2025, Nasdaq's indebtedness was $9.0 billion.December 31, 2025
• In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a Consolidated Audit Trail (CAT).2016
• In September 2023, the SEC approved a Funding Model allocating one-third of CAT expenses to SROs including Nasdaq and two-thirds to industry.September 2023
• The SEC's CAT Funding Model approval was appealed to the 11th Circuit, which issued an opinion in July 2025 vacating the Funding Model.July 2025
• The temporary stay of the 11th Circuit decision expired at the end of November 2025, potentially delaying or preventing recovery of CAT expenses. Nasdaq has an outstanding net receivable of $99 million for CAT implementation expenses as of December 31, 2025.December 31, 2025
• In September 2024, the SEC adopted a rule reducing fees exchanges may charge for liquidity access, with a corresponding reduction in rebate ability.September 2024
• Nasdaq's petition to the U.S. Court of Appeals for the D.C. Circuit to vacate the SEC's liquidity access fee rule was denied in October 2025.October 2025
• The SEC's liquidity access fee rule takes effect in November 2026 but will be subject to temporary exemptive relief until that date.November 2026
• Canadian Securities Administrators adopted a Data Fees Methodology restricting total fees for professional uses by all marketplaces to a reference benchmark.
• MiFID II/MiFIR rules require European regulated market data prices to be based on cost plus a reasonable margin, with terms not clearly defined.