NDAQNasdaq, Inc.
The Nasdaq Stock Market Operating company IPOs 155 SPAC IPOs 126 Switches from the New York Stock Exchange 20 LLC, or NYSE, and the NYSE American LLC, or NYSE American Upgrades from OTC 31 ETPs and Other Listings 452 Total 784 10-K, Item 1
- Headquarters
- New York, NY
- CEO
- Adena T. Friedman
- Next results
- around Jan 28, 2027
No new paragraphs in Risk Factors, or fewer than two 10-Ks to compare.
New in the latest 10-Q
4 paragraphs in the 10-Q filed Oct 22, 2026 with nothing like them in the 10-Q filed Jul 23, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
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 nine months ended September 30, 2026, the impact of translation decreased the U.S. dollar value of our Euro Notes by $ 106 million. Credit Facilities 2026 Revolving Credit Facility In June 2026, we 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. We intend to use funds available under the 2026 Revolving Credit Facility for general corporate purposes and to provide liquidity to support our commercial paper program. We are permitted to repay borrowings under our 2026 Revolving Credit Facility at any time in whole or in part, without penalty. As of September 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 nine months ended September 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 our 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 September 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 $ 192 million as of September 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 nine months ended September 30, 2026 and 2025. These facilities include customary affirmative and negative operating covenants and events of default. Debt Covenants As of September 30, 2026, we were in compliance with the covenants of all of our debt obligations.
Read in the 10-Q ↗
Restricted Stock Number of Awards Weighted-Average Grant Date Fair Value Unvested at December 31, 3,920,464 $64.06 2025 Granted 1,456,954 82.58 Vested (1,306,736) 59.11 Forfeited (198,074) 70.63 Unvested at September 30, 3,872,608 $72.37 2026
Read in the 10-Q ↗
The following table presents a summary of the Adenza restructuring program charges for the three and nine months ended September 30, 2026 and 2025: Three Months Ended Nine Months Ended September 30, September 30, 2026 2025 2026 2025 (in millions) ────────────────────────────────────────────────────────────────────────────────────────── Consulting services $ - $3 $10 $5 Employee-related - 7 7 18 costs Other - 2 7 4 Total restructuring $ - $12 $24 $27 charges
Read in the 10-Q ↗
MD&A
Three Months Ended September 30, Percentage Change 2026 2025 (in millions) ─────────────────────────────────────────────────────────────────────────────────────── Interest expense on $83 $84 (1.2)% debt Accretion of debt 2 2 (8.1)% issuance costs and debt discount Other fees 1 1 (17.2)% Interest expense $86 $87 (1.5)% Nine Months Ended September 30, Percentage Change 2026 2025 (in millions) Interest expense on $250 $269 (7.1)% debt Accretion of debt 7 8 (9.4)% issuance costs and debt discount Other fees 2 2 (10.0)% Interest expense $259 $279 (7.2)%
Read in the 10-Q ↗
The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 22, 2026 against Item 1A of the 10-K filed Feb 12, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.
Work on NDAQ in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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