Share-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Generally, annual employee awards are granted on or about April 1st of each year.

Summary of Share-Based Compensation Expense

The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the three and nine months ended September 30, 2025 and 2024, which is included in compensation and benefits expense in the Condensed Consolidated Statements of Income:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in millions)
Share-based compensation expense before income taxes	$	41	$	37	$	122	$	105

Common Shares Available Under Our Equity Plan

As of September 30, 2025, we had approximately 21.5 million shares of common stock authorized for future issuance under our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date fair value of restricted stock units awarded are based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock unit awards granted to employees below the manager level generally vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and the remainder on the third anniversary of the grant date. Restricted stock unit awards granted to employees at or above the manager level generally vest 33% on the second anniversary of the grant date, 33% on the third anniversary of the grant date, and the remainder on the fourth anniversary of the grant date.

The following table summarizes our restricted stock activity for the nine months ended September 30, 2025:


	Restricted Stock
	Number of Awards	Weighted-Average Grant Date Fair Value








Unvested at December 31, 2024	4,178,867	56.30
Granted	1,576,292	74.21
Vested	(1,451,059)	54.04
Forfeited	(182,952)	61.01
Unvested at September 30, 2025	4,121,148	$	63.74

As of September 30, 2025, $158 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 2.3 years.

PSUs

We grant three-year PSUs to certain eligible employees. PSUs are based on performance measures that impact the amount of shares that each PSU eligible individual receives, subject to the satisfaction of applicable market performance conditions, with a three-year cumulative performance period that vest at the end of the performance period and which settle in shares of our common stock. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0%. The first peer group consists of the S&P 500 GICS 4020 Index, which is a blend of exchanges, as well as data, financial technology and banking companies, and the second peer group consists of all companies in the S&P 500. Prior to 2024, our first peer group consisted of exchange companies, and was replaced by the S&P 500 GICS 4020 Index to align more closely with Nasdaq’s business and competitors. Nasdaq’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition.

In 2024, we also granted PSUs with a two-year performance period to certain eligible executives at the senior vice president level and above. These PSUs are based on performance measures relating to the implementation of certain integration actions in connection with the Adenza acquisition. Achievement of the targets impacts the amount of shares that each PSU eligible individual receives. The PSUs have a two-year performance period and will vest one year after the end of the performance period, and settle in shares of our common stock. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted.

Grants of PSUs that were issued in 2022 with a three-year performance period exceeded the applicable performance metrics. As a result, an additional 32,802 units above the original aggregate target amount were granted in the first quarter of 2025 and were fully vested upon issuance.

The following weighted-average assumptions were used to determine the weighted-average fair values of the outstanding PSU awards granted under the three-year PSU program during the nine months ended September 30, 2025 and 2024:


Grant date	2025			2024
Weighted-average risk-free interest rate	3.82		%	4.51		%
Expected volatility	23.27		%	24.50		%
Weighted-average grant date share price	$	76.10		$	62.28
Weighted-average fair value at grant date	$	92.57		$	78.43

The following table summarizes our PSU activity for the nine months ended September 30, 2025:


		PSUs
	Three-Year Program
		Number of Awards	Weighted-Average Grant Date Fair Value








Unvested at December 31, 2024		2,174,151	$	64.83
Granted		886,656	90.84
Vested		(620,515)	62.89
Forfeited		(54,200)	68.92
Unvested at September 30, 2025		2,386,092	$	74.91

In the table above, in addition to the annual employee grant described above, the granted amount also includes additional awards granted based on overachievement of performance metrics.

As of September 30, 2025, the total unrecognized compensation cost related to the outstanding PSU awards is $96 million and is expected to be recognized over a weighted-average period of 1.3 years.

Stock Options

There were no stock option awards granted and no stock options exercised for the three and nine months ended September 30, 2025 and 2024.

A summary of our outstanding and exercisable stock options at September 30, 2025 is as follows:


	Number of Stock Options	Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)












Outstanding at September 30, 2025	1,420,323	$	41.79	3.4	$	66
Exercisable at September 30, 2025	806,451	$	22.23	1.3	$	53

As of September 30, 2025, the aggregate pre-tax intrinsic value represents the difference between our closing stock price on September 30, 2025 of $88.45 and the exercise price, times the number of shares that would have been received by the option holder had the option holder exercised the stock options on that date. This amount can change based on the fair market value of our common stock. As of September 30, 2025 and 2024, 0.8 million outstanding stock options were exercisable and the exercise price was $22.23.

ESPP

We have an ESPP under which approximately 10.3 million shares of our common stock were available for future issuance as of September 30, 2025. Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0% discount that is given to our employees.

NASDAQ, INC. 10-Q