Debt Obligations |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Obligations | DEBT OBLIGATIONS The following table presents the changes in the carrying amounts of our debt obligations during the nine months ended September 30, 2026:
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 September 30, 2026, the amounts in the table above reflect the carrying 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 $7 million for the nine months ended September 30, 2026. 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. 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.
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