NASDAQ, INC.NDAQ
NASDAQ, INC. Debt Disclosure
DEBT OBLIGATIONS
The following table presents the changes in the carrying
amounts of our debt obligations during the year ended
December 31, 2025:
December 31, 2024 | Payments, Foreign Currency Translation and Accretion | December 31, 2025 | |||
Short-term debt: | (in millions) | ||||
2025 Notes | $399 | $(399) | $— | ||
2026 Notes | 499 | (68) | 431 | ||
Total short-term debt | $898 | $(467) | $431 | ||
Long-term debt - senior unsecured notes: | |||||
2028 Notes | 935 | (142) | 793 | ||
2029 Notes | 618 | 84 | 702 | ||
2030 Notes | 617 | 85 | 702 | ||
2031 Notes | 645 | 1 | 646 | ||
2032 Notes | 769 | 105 | 874 | ||
2033 Notes | 633 | 86 | 719 | ||
2034 Notes | 1,220 | (98) | 1,122 | ||
2040 Notes | 644 | 1 | 645 | ||
2050 Notes | 487 | 1 | 488 | ||
2052 Notes | 541 | (134) | 407 | ||
2053 Notes | 738 | 1 | 739 | ||
2063 Notes | 738 | — | 738 | ||
2022 Revolving Credit Facility | (3) | 1 | (2) | ||
Total long-term debt | $8,582 | $(9) | $8,573 | ||
Total debt obligations | $9,480 | $(476) | $9,004 | ||
In the table above, the 2026 Notes were reclassified to short-
term debt as of December 31, 2025, including the balance as
of December 31, 2024, for presentation purposes. Refer to
“About this Form 10-K” for further details about the
aggregate principal amounts issued, coupon rates and
maturities of the senior unsecured notes in the table above.
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
December 31, 2025, 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 $11 million for the year ended December
31, 2025. 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.
During 2025, we paid $426 million, excluding accrued
interest, to repurchase an aggregate book value of
$444 million of our 2026 Notes, 2028 Notes, 2034 Notes and
2052 Notes. In the table above, these amounts were slightly
offset by accretion of discount and debt issuance costs on the
notes of $2 million. As a result of the partial repayments of
these notes, we recorded a net pre-tax gain of $18 million, in
general, administrative and other expense in the Consolidated
Statements of Income.
We also repaid in full the 2025 Notes at maturity for an
aggregate of $400 million. In the table above, $399 million
reflects the repayment of $400 million net of $1 million of
accretion recorded for the year ended December 31, 2025.
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
Consolidated Balance Sheets. For the year ended December
31, 2025, the impact of translation increased the U.S. dollar
value of our Euro Notes by $357 million.
Credit Facilities
2022 Revolving Credit Facility
In December 2022, Nasdaq amended and restated its
previously issued $1.25 billion five-year revolving credit
facility, with a new maturity date of December 16, 2027.
Nasdaq intends to use funds available under the 2022
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
2022 Revolving Credit Facility at any time in whole or in
part, without penalty.
As of December 31, 2025, no amounts were outstanding on
the 2022 Revolving Credit Facility. The $(2) 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 2022
Revolving Credit Facility agreement), or other applicable rate
with respect to non-dollar borrowings, plus an applicable
margin that varies with Nasdaq’s debt rating. We are charged
commitment fees of 0.100% to 0.250%, depending on our
credit rating, whether or not amounts have been borrowed.
These commitment fees are included in interest expense and
were not material for the years ended December 31, 2025,
2024 and 2023.
The 2022 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 2022 Revolving Credit Facility includes an option for
Nasdaq to increase the available aggregate amount by up to
$750 million, 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 2022 Revolving Credit
Facility. As of December 31, 2025 and 2024 we had no
outstanding commercial paper.
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 $208 million as of
December 31, 2025 and $174 million as of December 31,
2024 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
years ended December 31, 2025, 2024 and 2023.
These facilities include customary affirmative and negative
operating covenants and events of default.
Debt Covenants
As of December 31, 2025, we were in compliance with the
covenants of all of our debt obligations.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.