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.

• AWS platform outage in October 2025 affected certain offerings but not trading on Nasdaq exchanges.October 2025
• In September 2023, the SEC approved a Funding Model allocating one-third of CAT expenses to SROs (including Nasdaq) and two-thirds to the industry; this order was vacated by the 11th Circuit U.S. Court of Appeals in July 2025.September 2023
• The 11th Circuit's decision vacating the CAT Funding Model was subject to a temporary stay that expired at the end of November 2025.November 2025
• Nasdaq has an outstanding net receivable of $99 million as of December 31, 2025 related to CAT implementation expenses.December 31, 2025
• In September 2024, the SEC adopted a rule reducing fees exchanges can charge for access to liquidity, affecting rebate payments; Nasdaq's petition to vacate the SEC rule was denied in October 2025; the SEC issued temporary exemptive relief until November 2026.September 2024
• As of December 31, 2025, goodwill totaled $14.4 billion and intangible assets, net of accumulated amortization, totaled $6.5 billion.December 31, 2025
• Our indebtedness as of December 31, 2025 was $9.0 billion.December 31, 2025
• The SEC approved a plan for Nasdaq and other exchanges to establish a Consolidated Audit Trail (CAT) in 2016.2016
• Nasdaq is subject to the EU Benchmarks Regulation ((EU) 2016/1011).
• Nasdaq is subject to DORA, requiring new risk management and ICT procurement procedures.
• MiFID II/MiFIR rules require pricing of regulated market data based on cost plus a reasonable margin.
• Nasdaq Clearing guarantees cleared contracts and assumes counterparty risk for equity-related and fixed-income derivatives, commodities, and repurchase agreements.