Nasdaq (NDAQ) 10-K risk factor changes: FY2020 vs FY2019

[removed: If any of the] [added: *the] following risks actually occur, our business, financial condition, or operating results could be adversely affected.*

Our business performance is impacted by a number of factors, including general economic conditions, market volatility, changes in investment patterns and priorities, [added: pandemics] and other factors that are generally beyond our control.

Poor economic conditions may result in a reduction in the demand for our products and services, including our market technology, data, indexes and [removed: corporate solutions,] [added: IR & ESG Services,] a decline in trading volumes or values and deterioration of the economic welfare of our listed companies.

Adverse conditions may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching [removed: IPOs.][added: IPOs, including SPACs, and direct listings.]

[removed: Information Services] [added: Investment Intelligence] revenues may be significantly affected by global economic conditions.

[removed: Professional subscriptions to our data products are at risk if staff] reductions occur in financial services companies or if our customers consolidate, which could result in significant reductions in our professional user revenue or expose us to increased risks relating to dependence on a smaller number of customers.

In addition, adverse market conditions may cause reductions in the number of non-professional investors with investments in the market and in ETP AUM tracking Nasdaq [added: indexes as well as trading in futures linked to Nasdaq] indexes.

There may be less demand for our [removed: Corporate Solutions] [added: IR & ESG Services] or Market Technology products if global economic conditions are weak.

A reduction in trading volumes or values, market share of trading, the number of our listed companies, or demand for [removed: Information Services,] [added: Investment Intelligence,] Market Technology or Corporate [removed: Services] [added: Platforms] products and services due to economic conditions or other market factors could adversely affect our business, financial condition and operating results.

We face significant competition in our Market Technology, [removed: Information Services] [added: Investment Intelligence] and Corporate [removed: Services] [added: Platforms] businesses from other market participants.

In addition, competitors recently have [removed: launched, or announced a plan to launch,] [added: launched] new exchanges in the U.S., including an exchange established by a group of our customers.

Additionally, we have also been, and may once again be, required to adjust pricing to respond to actions by competitors and new entrants, [added: or due to new SEC regulations,] which could adversely impact operating results.

In addition, pricing in our Corporate [removed: Services, Indexes] [added: Platforms, Index] and Market Technology businesses is subject to competitive pressures.

[added: If new] systems [added: fail to operate as intended or our existing systems] cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services.

[added: In addition, the introduction of new products by competitors, the emergence of new industry] standards or the development of entirely new technologies to replace existing product offerings could render our existing or future products obsolete.

In recent years, [added: and particularly in 2020,] trading and clearing volumes and values across our markets have fluctuated significantly depending on market conditions and other factors beyond our [removed: control.][added: control, including the COVID-19 pandemic.]

[removed: If our exchanges are perceived to be less] liquid, then our business, financial condition and operating results could be adversely affected.

Since some of our exchanges offer clearing services in addition to trading services, a decline in market share of trading could lead to a decline in clearing [added: and depository] revenues.

Finally, declines in market share of Nasdaq-listed securities, or [removed: new] [added: recently adopted] SEC rules and regulations, could lower The Nasdaq Stock Market’s share of tape pool revenues under the consolidated data plans, thereby reducing the revenues of our Market Data business.

Specifically, we must complete development of, successfully implement and maintain platforms that have the functionality, [removed: performance, capacity, reliability and speed required by our business and our regulators, as well as by our customers.][added: performance,]

[added: We may be adversely impacted by the] financial distress or failure of a clearing member, which may cause us negative financial impact, reputational harm or regulatory consequences, including litigation or regulatory enforcement actions.

[removed: For further discussion of the default, see Note 16, “Clearing Operations.”] There are no assurances that similar defaults will not occur again, which could result in [removed: substantial expenses.][added: losses.]

These parties may default on their obligations to us due to [added: the effects of COVID-19 on their business,] bankruptcy, lack of liquidity, operational failure or other reasons.

We clear [removed: or stand as riskless principal to] a range of equity-related and fixed-income-related derivative products, commodities and resale and repurchase agreements.

We assume the counterparty risk for all transactions that are cleared through [added: Nasdaq Clearing on] our markets and guarantee that our cleared contracts will be honored.

As of December 31, [removed: 2019,] [added: 2020,] we have contributed [removed: $15] [added: $13] million of clearing deposits to ICBC in connection with this clearing arrangement.

Counterparties that do not clear through the Fixed Income Clearing Corporation are subject to a credit due diligence process and may be required to post collateral, provide principal letters, or provide other forms of credit enhancement to Execution Access for the purpose of mitigating counterparty [added: risk.]

However, if [removed: despite these improvement measures,] future outages occur or the processor systems fail to function properly while we are operating the systems, it could have an adverse effect on our business, reputation and financial condition.

A stagnation or decline in the number of new [removed: listings] [added: listings, or an increase in the number of delistings,] on The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges could cause a decrease in revenues for future years.

Our [removed: Corporate Solutions] [added: IR & ESG Services] business is also impacted by declines in the listings market or increases in acquisitions activity as there will be fewer publicly-traded customers that need our products.

[removed: | • |] [added: -] difficulties, costs or complications in combining the companies’ operations, including technology platforms, which could lead to us not achieving the synergies we [removed: |][added: anticipate or customers not renewing their contracts with us as we migrate platforms;]

[removed: | • |] [added: -] incompatibility of systems and operating methods; [removed: |]

[removed: | • |] [added: -] reliance on, or provision of, transition services; [removed: |]

[removed: | • |] [added: -] inability to use capital assets efficiently to develop the business of the combined company; [removed: |]

[removed: | • |] [added: -] difficulties of complying with government-imposed regulations in the U.S. and abroad, which may be conflicting; [removed: |]

[removed: | • |] [added: -] resolving possible inconsistencies in standards, controls, procedures and policies, business cultures and compensation structures; [removed: |]

[removed: | • |] [added: -] the diversion of management’s attention from ongoing business concerns and other strategic opportunities; [removed: |]

[removed: | • |] [added: -] difficulties in operating businesses we have not operated before; [removed: |]

[removed: | • |] [added: -] difficulties of integrating multiple acquired businesses simultaneously; [removed: |]

[removed: | • |] [added: -] the retention of key employees and management; [removed: |]

If any of*

The COVID-19 pandemic could have an adverse effect on our business, financial condition, liquidity or results of operations.

We are continuing to closely monitor the evolving impact of the COVID-19 pandemic on our industry and business in the United States and worldwide, including its effect on our customers, employees, vendors and other stakeholders.

The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption, which may adversely affect our business, financial condition, liquidity or results of operations.

While results in our Market Services segment were strong in 2020, reflecting elevated trading volumes amidst the COVID-19 pandemic, there is no assurance that such trading levels will continue.

In our Corporate Platforms segment, while we have experienced strong demand for IPOs in 2020, we cannot predict whether investor demand for IPOs and new listings will continue in the future.

We continue to observe that certain Market Technology customers are delaying purchasing decisions or extending implementation schedules.

While our licensed ETPs, and in particular our Nasdaq-100 index, have grown due to the increases in the market and net inflows, there is no assurance that such AUM levels or volume trends will continue in the future.

As the COVID-19 pandemic and its resultant economic effects continue, existing customers in each of our segments may reduce or cancel spending for our products and services.

Additionally, our sales pipeline with new client prospects may be further affected as new clients may delay or cancel purchase decisions while they evaluate the continuing impact of COVID-19.

In response to COVID-19, we have shifted to having a majority of our staff work from home and have added additional network capacity and monitoring.

However, such remote work may cause heightened cybersecurity and operational risks.

Certain of our global offices have re-opened on a limited basis, with applicable safety protocols in place, or expect to re-open subject to limitations during 2021.

We could face disruption to our business or operations if a significant number of our employees or any of our key employees becomes ill due to the virus.

We have filed a proposal with the SEC to amend Nasdaq PHLX’s business continuity plan to permit a virtual trading crowd, which would allow Nasdaq PHLX to operate its trading floor remotely in the event the physical trading floor becomes unavailable due to COVID-19.

If our pending rule change is not approved by the SEC, and Nasdaq PHLX is unable to operate its physical trading floor due to COVID-19 or other restrictions, our revenue, market share and reputation may be adversely affected.

If the rule change is approved by the SEC and we are unable to successfully operate the virtual trading

crowd in compliance with the SEC rules, our revenues and reputation may be harmed.

Any disruption to our ability to deliver services to our clients could result in liability to our customers, regulatory fines, penalties or other sanctions, increased operational costs or harm to our reputation and brand.

This, in turn, may have an adverse effect on our business, financial condition, liquidity or results of operations.

The extent to which the COVID-19 pandemic impacts our business, financial condition, liquidity or results of operations will depend on future developments, which are uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the length of time government, commercial and travel limitations are in place, the continued effectiveness of our remote work arrangements, actions taken by governmental authorities, regulators and other third parties in response to the pandemic, as well as other direct and indirect impacts on us, our exchanges, our customers, our vendors and other stakeholders.

Professional subscriptions to our data products are at risk if staff

If our exchanges are perceived to be less

Due to COVID-19, most of our workforce may continue to work from home, creating a broader and more distributed network footprint and increased reliance on the home networks of employees.

capacity, reliability and speed required by our business and our regulators, as well as by our customers.

We are reliant on our customers that purchase our on-premise solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and there is no assurance that a customer will implement such measures.

For further discussion of the default, see Note 15, “Clearing Operations,” to the consolidated financial statements.

$2.3 billion.

dilutive to existing shareholders.

- incurred but unreported claims for an acquired company;

- we may incur additional costs from integrating our acquisitions.

financial condition.

of debt to equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances.

In May 2020, the SEC adopted a rule to require changes to the governance of securities information processors.

In December 2020, the SEC adopted a rule to modify the infrastructure for the collection, consolidation and dissemination of market data for exchange-listed national market stocks.

If either or both of these rules are fully implemented, they may adversely affect our revenues.

The timing for the implementation of these

rules is currently unknown, and we believe they may take two to three years to fully implement.

If the rules are ultimately implemented as set forth in their adopting releases, demand for certain of our proprietary tape share data products may be reduced, or we may have to reduce our pricing to compete with other entrants into the market for consolidated data.

cost and other terms upon which we are able to obtain funding and increase our cost of capital.

If new systems fail to operate as intended or our existing

In addition, the introduction of new products by competitors, the emergence of new industry

We may be adversely impacted by the

risk.

| | |

| --- | --- |

anticipate or customers not renewing their contracts with us as we migrate platforms;

anticipate, and we may fail to realize the anticipated benefits of acquisitions.

For additional discussion of our goodwill, indefinite-lived intangible assets and other long-lived assets, including related impairment, see “Goodwill and Related Impairment,” “Indefinite-Lived Intangible Assets and Related Impairment,” and “Other Long-Lived Assets and Related Impairment,” of “Critical Accounting Policies and Estimates,” of Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Goodwill and Indefinite-Lived Intangible Assets,” and “Valuation of Other Long-Lived Assets,” of Note 2, “Summary of Significant Accounting Policies,” Note 6, “Goodwill and Acquired Intangible Assets,” Note 7, “Investments,” and Note 8, “Property and Equipment, net,” to the consolidated financial statements.

| • | problems with effective integration of operations; |

For example, during 2016, the SFSA and the other Nordic financial supervisory authorities conducted investigations of cybersecurity processes at our Nordic exchanges and clearinghouse.

In December 2016, we were issued a $6 million fine by the SFSA as a result of findings in connection with its investigation.

The SFSA’s conclusions related to governance issues rather than systems and platform security.

We have appealed this decision and the final outcome is still pending.

NFX, our futures exchange, is also regulated by the CFTC and subject to a requirement to self-certify changes to these rules by filing with the CFTC.

fees because, among other reasons, they spend significantly less on regulation.

material adverse effect on our business, financial condition and operating results.

Regulatory changes or future court rulings may have an adverse impact on our revenue from proprietary data products.

Regulatory and legal developments could reduce the amount of revenue that we earn from our proprietary data products.

In the U.S., we generally are required to file with the SEC to establish or modify the fees that we charge for our data products.

In recent years, certain industry groups have objected to the ability of exchanges to charge for certain data products.

In October 2018, the SEC determined that we had not established that a fee for one of our data products was fair and reasonable, and also directed us to establish a procedure for reviewing other challenged fees.

We have appealed both SEC actions to a federal appeals court.

If the results of appeals, or further actions by the SEC, are detrimental to our U.S. exchanges’ ability to charge for data products, there could be a negative impact on our revenues.

We cannot predict whether, or in what form, any regulatory changes will be implemented, or their potential impact on our business.

A determination by the SEC, for example, to link data fees to marginal costs, to take a more active role in the data rate-setting process, or to reduce the current levels of data fees could have an adverse effect on our market data revenues.

affecting the securities markets, including market structure, technological oversight and transaction fees.

Industry responses to the MiFID II and MiFIR rules, EU Benchmark Regulation or other applicable rules could affect our operations in Europe.

Changes to the rules themselves could also affect our operations in Europe.

In addition, actions on any of the specific regulatory issues currently under review in the U.S. and Europe could have a material impact on our business.

For example, the SEC has proposed an exchange transaction fee pilot program that could result in future regulatory changes and we, along with other stock exchanges, have challenged the SEC's order adopting the program in a court action.

Similarly, the SEC has proposed possible changes to the governance of securities information processors as well as regulations to modify the infrastructure for the collection, consolidation and dissemination of market data for exchange-listed national market stocks, that if approved, may or may not adversely affect our revenues.

uncovered losses or losses in excess of available insurance that would affect our financial condition and results of operations.

Although we have implemented a program to address privacy requirements, our efforts to comply with GDPR, CCPA

This may include borrowing

In particular, amendments to the U.S. patent law may affect our ability to protect and defend our innovations.

RISKS RELATED TO OUR OPERATIONS AND COMMON STOCK

fluctuations on our operating results.

its intended purpose.

Business.” Unless stated otherwise, the comparisons presented in this discussion and analysis refer to the year-over-year comparison of changes in our financial condition and results of operations as of and for the fiscal years ended December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018.][added: 2019.]

Discussion of fiscal year [removed: 2017] [added: 2018] items and the [removed: year-over-year] [added: year-over year] comparison of changes in our financial condition and results of operations as of and for the fiscal years ended December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017] [added: 2018] can be found in Part II, “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2018,] [added: 2019,] which was previously filed with the SEC on February [removed: 22, 2019.][added: 25, 2020.]

We manage, operate and provide our products and services in four business segments: Market Services, Corporate [removed: Services, Information Services] [added: Platforms, Investment Intelligence] and Market Technology.

See Note 1, “Organization and Nature of Operations,” and Note [removed: 20,] [added: 19,] “Business Segments,” to the consolidated financial statements for further discussion of our reportable segments and geographic data, as well as how management allocates resources, assesses performance and manages these businesses as four separate segments.

The following table [removed: includes] [added: and charts include] key drivers [added: and other metrics] for our Market Services, Corporate [removed: Services, Information Services] [added: Platforms, Investment Intelligence] and Market Technology segments.

| | | [added: | | | | | | | | | |] Year Ended December 31, | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| | | [added: | | | | | | | | | | | | | | | | 2020 | | | | | |] 2019 | | | | [removed: 2018] | | [added: 2018] | | [removed: 2017] | | | [added: |]

| Market Services | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| Equity Derivative Trading and Clearing | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| *U.S. equity options* | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| Total industry average daily volume (in millions) | | [added: | | | | | | | | | | | | | | | | 27.7 | | | | | |] 17.5 | | | | [removed: 18.2] | | [added: 18.2] | | [removed: 14.7] | | | [added: |]

| Nasdaq PHLX matched market share | | [removed: 15.9] | | [added: | | | | | | | | | | | | | | 12.7 | |] % | | [removed: 15.7] | | [added: 15.9 | |] % | | [removed: 17.3] | | [added: 15.7 | |] % | [added: | | |]

| The Nasdaq Options Market matched market share | | [removed: 8.8] | | [added: | | | | | | | | | | | | | | 9.8 | |] % | | [removed: 9.4] | | [added: 8.8 | |] % | | [removed: 9.2] | | [added: 9.4 | |] % | [added: | | |]

| Nasdaq BX Options matched market share | | [added: | | | | | | | | | | | | | | | |] 0.2 | | % | | [removed: 0.4] | | [added: 0.2 | |] % | | [removed: 0.7] | | [added: 0.4 | |] % | [added: | | |]

| Nasdaq ISE Options matched market share | | [removed: 9.0] | | [added: | | | | | | | | | | | | | | 7.8 | |] % | | [removed: 8.8] | | [added: 9.0 | |] % | | [removed: 9.1] | | [added: 8.8 | |] % | [added: | | |]

| Nasdaq GEMX Options matched market share | | [removed: 4.2] | | [added: | | | | | | | | | | | | | | 5.6 | |] % | | [removed: 4.5] | | [added: 4.2 | |] % | | [removed: 5.2] | | [added: 4.5 | |] % | [added: | | |]

| Nasdaq MRX Options matched market share | | [removed: 0.2] | | [added: | | | | | | | | | | | | | | 0.7 | |] % | | [removed: 0.1] | | [added: 0.2 | |] % | | [added: | |] 0.1 | | % | [added: | | |]

| Total matched market share executed on Nasdaq’s exchanges | | [removed: 38.3] | | [added: | | | | | | | | | | | | | | 36.8 | |] % | | [removed: 38.9] | | [added: 38.3 | |] % | | [removed: 41.6] | | [added: 38.9 | |] % | [added: | | |]

| *Nasdaq Nordic and Nasdaq Baltic options and futures* | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| Total average daily volume of options and futures contracts(1) | | [added: | | | | | | | | | | | | | | | | 320,204 | | | | | |] 366,289 | | | | [removed: 339,139] | | [added: 339,139] | | [removed: 330,218] | | | [added: |]

| Cash Equity Trading | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| *Total U.S.-listed securities* | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| Total industry average daily share volume (in billions) | | [removed: 7.03] | | | | [removed: 7.32] | | | | [removed: 6.53] | | | [added: | | | | | 10.9 | | | | | | 7.0 | | | | | | 7.3 | | | | | |]

| Matched share volume (in billions) | | [added: | | | | | | | | | | | | | | | | 508.3 | | | | | |] 348.1 | | | | [removed: 358.5] | | [added: 358.5] | | [removed: 295.9] | | | [added: |]

| The Nasdaq Stock Market matched market share | | [removed: 17.2] | | [added: | | | | | | | | | | | | | | 16.8 | |] % | | [removed: 15.9] | | [added: 17.2 | |] % | | [removed: 14.2] | | [added: 15.9 | |] % | [added: | | |]

| Nasdaq BX matched market share | | [removed: 1.7] | | [added: | | | | | | | | | | | | | | 0.9 | |] % | | [removed: 2.8] | | [added: 1.7 | |] % | | [removed: 3.1] | | [added: 2.8 | |] % | [added: | | |]

| Nasdaq PSX matched market share | | [removed: 0.7] | | [added: | | | | | | | | | | | | | | 0.6 | |] % | | [removed: 0.8] | | [added: 0.7 | |] % | | [added: | |] 0.8 | | % | [added: | | |]

| Total matched market share executed on Nasdaq’s exchanges | | [removed: 19.6] | | [added: | | | | | | | | | | | | | | 18.3 | |] % | | [removed: 19.5] | | [added: 19.6 | |] % | | [removed: 18.1] | | [added: 19.5 | |] % | [added: | | |]

| Market share reported to the FINRA/Nasdaq Trade Reporting Facility | | [removed: 29.8] | | [added: | | | | | | | | | | | | | | 31.8 | |] % | | [removed: 31.3] | | [added: 29.8 | |] % | | [removed: 34.5] | | [added: 31.3 | |] % | [added: | | |]

| Total market share(2) | | [removed: 49.4] | | [added: | | | | | | | | | | | | | | 50.1 | |] % | | [removed: 50.8] | | [added: 49.4 | |] % | | [removed: 52.6] | | [added: 50.8 | |] % | [added: | | |]

| *Nasdaq Nordic and Nasdaq Baltic securities* | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| Average daily number of equity trades executed on Nasdaq’s exchanges | | [added: | | | | | | | | | | | | | | | | 933,822 | | | | | |] 590,705 | | | | [removed: 618,579] | | [added: 618,579] | | [removed: 552,104] | | | [added: |]

| Total average daily value of shares traded (in billions) | | [removed: $] | [removed: 4.5] | | | [added: | | | | | | | | | | | |] $ | 5.6 | | | [added: | |] $ | [removed: 5.3] [added: 4.5] | | [added: | | | $ | 5.6 | | | | |]

| Total market share executed on Nasdaq’s exchanges | | [removed: 70.9] | | [added: | | | | | | | | | | | | | | 78.1 | |] % | | [removed: 67.0] | | [added: 72.8 | |] % | | [removed: 67.5] | | [added: 68.8 | |] % | [added: | | |]

| FICC | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| *Fixed Income* | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

| U.S. fixed income volume ($ billions traded) | | [added: | | | | | | | | | | | | | | | |] $ | [removed: 10,465] [added: 6,169] | | | [added: | |] $ | [removed: 15,983] [added: 10,465] | | | [added: | |] $ | [removed: 17,800] [added: 15,983] | | [added: | | |]

| Total average daily volume of Nasdaq Nordic and Nasdaq Baltic fixed income contracts | | [added: | | | | | | | | | | | | | | | | 103,379 | | | | | |] 112,738 | | | | [removed: 132,475] | | [added: 132,475] | | [removed: 116,357] | | | [added: |]

| *Commodities* | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]

Impact of COVID-19 on Our Business

For a discussion of the impact of COVID-19 on our business, see “Item 1A.

Risk Factors - Risks Related To Our Business and Industry - The COVID-19 pandemic could have an adverse effect on our business, financial condition, liquidity or results of operations,” and “Liquidity and Capital Resources.”

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Corporate Platforms | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment Intelligence | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1) Includes Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement.

(9) ARR for a given period is the annualized revenue of active Market Technology support and SaaS subscription contracts.

ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business.

ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies.

ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items.

ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The following chart summarizes our annualized recurring revenue, or ARR (in millions):

ARR for a given period is the annualized revenue derived from subscription contracts with a defined contract value.

This excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics.

ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business.

ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies.

ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items.

ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Includes:

◦Trade Management Services business, excluding one-time service requests.

◦U.S. and Nordic annual listing fees, IR and ESG products, including subscription contracts for IR Insight, Boardvantage and OneReport, and IR advisory services.

◦Proprietary market data and index data subscriptions as well as subscription contracts for eVestment, Solovis, DWA tools and services, Nasdaq Fund Network and Quandl.

Also includes guaranteed minimum on futures contracts within the Index business.

◦Active Market Technology support and SaaS subscription contracts.

The following chart summarizes our SaaS revenues for the years ended December 31, 2018, 2019 and 2020 (in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | Year End December 31, | | | | | | | | | | | | | | | | | | Percentage Change | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2020 vs. 2019 | | | | | | 2019 vs. 2018 | | | | | |

| Investment Intelligence | | | | | | | | | | | | | | | | | | | | | | | | 908 | | | | | | 779 | | | | | | 714 | | | | | | 16.6 | | % | | | | 9.1 | | % |

 

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2020 vs. 2019 | | | | | | 2019 vs. 2018 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Transaction-based expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Corporate Services | | | | | | | | | | | | |

| Information Services | | | | | | | | | | | | |

| | |

| --- | --- |

| (1) | Includes Finnish option contracts traded on Eurex. |

| (9) | ARR is the annualized fourth quarter revenue of Market Technology support and SaaS subscription contracts. ARR is currently one of our key performance metrics to assess the health and trajectory of our business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts during the reporting period used in calculating ARR may or may not be extended or renewed by our customers. |

* * * * * *

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Income before income taxes | | 1,019 | | | | 1,064 | | | | 872 | | | | (4.2 | )% | | 22.0 | % |

_______

N/M Not meaningful.

| Information Services | | 779 | | | | 714 | | | | 588 | | | | 9.1 | % | | 21.4 | % |

trading and clearing revenues less transaction-based expenses also included an unfavorable impact from foreign exchange of $3 million related to Nasdaq's Nordic exchanges.

Section 31 fees are recorded as equity derivative trading and clearing revenues with a corresponding amount recorded as transaction-based expenses.

Cash equity trading revenues and cash equity trading revenues less transaction-based expenses decreased in 2019 compared with 2018 reflecting in large part the lower volume and volatility market environment in the U.S. as compared to 2018 as mentioned above in “Equity Derivative Trading and Clearing Revenues.” The decrease in cash equity trading revenues in 2019 was primarily due to lower U.S. industry trading volumes and lower Section 31 pass-through fee revenue, partially offset by a higher U.S. gross capture rate.

The decreases in cash equity trading revenues and cash equity trading revenues less transaction-based expenses also included an unfavorable impact from foreign exchange of $7 million related to Nasdaq's Nordic exchanges.

to our customers in the form of incremental fees.

Trade management services revenues decreased slightly in 2019 compared with 2018 primarily due to an unfavorable impact from foreign exchange of $3 million, partially offset by an increase in colocation and port connectivity revenues.

* * * * * *

CORPORATE SERVICES

| Corporate Services: | | | | | | | | | | | | | | | | | | |

| Corporate Solutions | | 200 | | | | 197 | | | | 192 | | | | 1.5 | % | | 2.6 | % |

Corporate Solutions Revenues

INFORMATION SERVICES

| Information Services: | | | | | | | | | | | | | | | | | | |

| Total Information Services | | $ | 779 | | | $ | 714 | | | $ | 588 | | | 9.1 | % | | 21.4 | % |

Market data revenues increased in 2019 compared with 2018 primarily due to new proprietary data sales, notably growth in the Asia Pacific region, and higher U.S. tape revenues from under-reported data usage.

Investment data & analytics revenues increased in 2019 compared with 2018 primarily due to an increase in eVestment revenues resulting from a $23 million purchase price adjustment on deferred revenue in 2018, organic growth, and the impact of our acquisition of Quandl.

Market technology revenues increased in 2019 compared with 2018 primarily due to the inclusion of revenues associated with the acquisition of Cinnober, an increase in the size and number of software delivery projects, an increase in SaaS surveillance revenues, and higher change request revenues, partially offset by an unfavorable impact from foreign exchange of $6 million.

Other revenues include the revenues from the BWise enterprise governance, risk and compliance software platform, which was sold in March 2019 and the revenues from the Public Relations Solutions and Digital Media Services businesses which were sold in April 2018.

| N/M | Not meaningful. |

Compensation and benefits expense decreased in 2019 compared with 2018 primarily due to lower compensation costs resulting from our 2019 and 2018 divestitures, lower performance incentives, and a favorable impact from foreign exchange of $17 million, partially offset by higher salary costs and higher compensation expense from our 2019 and 2018 acquisitions.

Professional and contract services expense decreased in 2019 compared with 2018 primarily due to our 2019 and 2018 divestitures, lower consulting costs, and a favorable impact from foreign exchange of $3 million, partially offset by higher litigation costs.

Computer operations and data communications expense increased in 2019 compared with 2018 primarily due to higher market data feed costs, partially offset by lower costs resulting from our 2018 divestiture and a favorable impact from foreign exchange of $2 million.

certain prior year examinations, and a charge for a make-whole redemption price premium paid on the early extinguishment of our 2020 Notes, partially offset by charges associated with the clearing default which occurred in 2018, lower costs resulting from our 2019 and 2018 divestitures, and a favorable impact from foreign exchange of $2 million.

The provision for notes receivable is a consequence of changes to the CAT project, and particularly the decision by Nasdaq and the other exchanges to impair the value of the technology built by the original vendor, who has been replaced.

Marketing and advertising expense increased in 2019 compared with 2018 primarily due to an increase in advertising spend.

We manage, operate and provide our products and services in four business segments: Market Services, Corporate [removed: Services, Information Services] [added: Platforms, Investment Intelligence] and Market Technology.

In connection with this restructuring, FINRA fully divested its ownership of Nasdaq in 2006, and The Nasdaq Stock Market became [removed: fully operational as] an independent registered national securities exchange in 2007.

[added: In February 2008, Nasdaq and OMX AB combined their businesses, and we changed our corporate name to The NASDAQ OMX Group, Inc.] This transformational combination resulted in the expansion of our business from a U.S.-based exchange operator to a global exchange company offering technology that powers our own exchanges and markets as well as many other marketplaces around the world.

[removed: In connection with this acquisition, we changed our corporate name to The NASDAQ OMX Group, Inc.] We operated [removed: under this name] [added: as the NASDAQ OMX Group] until we rebranded our business as Nasdaq, Inc. in 2015.

[removed: Growth Strategy][added: ]

This evolution was driven by our ability to create opportunities in areas adjacent to our core businesses, many [removed: of which are non-transaction based and rooted in innovative technology.]

[added: To keep] pace with our understanding of future trends and to ensure our continued success in the evolving business environment, we have focused on refining our vision, [removed: mission] [added: mission, purpose] and strategy:

Our Vision: [removed: We] [added: To] reimagine markets to realize the potential of tomorrow.

Under the strategic direction that we have been implementing over the past [removed: three] [added: four] years, we have focused on maximizing the resources, people and capital allocated to our largest growth opportunities, particularly in our Market Technology and [removed: Information Services segments.][added: Investment Intelligence segments, as we seek to execute on our transformation into a higher growth, more scalable platform to meet our clients' most critical needs.]

[removed: In addition,] [added: Additionally,] we [removed: are committed] [added: will continue] to [removed: maintaining and enhancing the marketplace platform businesses that are core] [added: execute on our strategy] to [removed: Nasdaq, and reducing] [added: reduce] capital and resources in areas that we believe are not as strategic to our clients and have less growth potential within Nasdaq.

[removed: | • | *Increasing Investment in Businesses Where] We [removed: See the Highest Growth Opportunity*. We] have increased investment in areas that we believe help solve our clients’ biggest challenges and are likely to generate growth for our stockholders. [removed: These areas include: the data analytics business within our Information Services segment; NPM, within our Corporate Services segment; and our Market Technology segment (including our regulatory technology business). |]

We [removed: also] are continuing to invest in the Market Technology segment through the [removed: NFF and the expansion] [added: expansion, enhancement,] and [removed: enhancement] [added: flexibility] of our [removed: Nasdaq Trade Surveillance offering, including the incorporation of] [added: technology platform, in addition to leveraging emerging technologies such as] machine intelligence [removed: capabilities.][added: in our Trade Surveillance offering.]

[removed: | • | *Sustaining] [added: - *Enhancing] Our Foundation.* As we strive to grow our business, we also have focused on enhancing our leadership position in the marketplaces in which we operate as we continue to innovate with new functionality and strong market share in our core markets. [removed: For example, we expect the migration of Nasdaq BX Options to a new trading platform that leverages the NFF to be completed during the third quarter of this year. This updated technology will drive commonality across our internal derivatives markets. |]

[removed: | *•* | *Optimizing Slower Growth Businesses*. We continually review areas that are not critical to our core.] In these areas, we expect to continue to target resiliency and efficiency versus growth, and free up resources when possible to redirect toward greater opportunities. [removed: We completed several divestitures in 2019. In March 2019, we completed |]

We operate six [removed: electronic] options exchanges in the U.S.: Nasdaq PHLX, The Nasdaq Options Market, Nasdaq BX Options, Nasdaq ISE, Nasdaq GEMX and Nasdaq MRX.

Together, our combined options market share in [removed: 2019] [added: 2020] represented the largest share of the U.S. market for [removed: multiply-listed] [added: all categories, including single-exchange-listed] options [removed: on equities and ETFs.][added: products.]

Nasdaq Clearing offers [added: central counterparty] clearing services for fixed-income options and [removed: futures, stock options and futures, index options and futures,] [added: futures] and interest rate [removed: swaps by serving as the CCP.][added: swaps.]

Market participants include market makers, broker-dealers, [removed: ATSs] [added: ATSs, institutional investors,] and registered securities exchanges.

Settlement and registration of cash equity trading takes place in Sweden, Finland, [removed: Denmark] and [removed: Iceland] [added: Denmark] via the local central securities depositories.

In addition, Nasdaq owns [removed: two] [added: a] central securities [removed: depositories] [added: depository] that [removed: provide] [added: provides] notary, settlement, central maintenance and other services in the Baltic countries and Iceland.

Our FICC business includes the [added: U.S. and European portions of the] Nasdaq Fixed [removed: Income] [added: Income, or NFI,] business and Nasdaq Commodities.

The European portion of Nasdaq Fixed Income provides a wide range of products and services, such as trading and clearing, for fixed income products in Sweden, Denmark, Finland, Iceland, [added: Estonia,] Lithuania and Latvia.

Nasdaq is the largest bond listing venue in the Nordics, with more than [removed: 6,500] [added: 5,800] listed retail and institutional bonds.

In addition, Nasdaq Nordic facilitates the trading and clearing of Nordic fixed [removed: income derivatives in a unique market structure.]

Buyers and sellers agree to trades in fixed income derivatives through bilateral negotiations and then report those trades to Nasdaq [removed: Clearing for CCP clearing.][added: Clearing.]

Nasdaq Oslo [removed: ASA, which is authorized by the Norwegian Ministry of Finance and supervised by the Norwegian Financial Supervisory Authority,] [added: ASA] is the commodity derivatives exchange for European products.

[added: We also offer the Nasdaq] Workstation, a browser-based, front-end interface that allows market participants to view data and enter orders, quotes and trade reports.

Additionally, we offer a number of wireless connectivity [removed: routes] [added: offerings] between select data centers using millimeter wave and microwave technology.

We expect this wind-down to continue through [removed: the second quarter of] 2021.

Our Corporate [removed: Services] [added: Platforms] segment includes our Listing Services and [removed: Corporate Solutions] [added: IR & ESG Services] businesses.

[removed: Companies seeking to list securities on The Nasdaq Stock Market] [added: To qualify, companies] must meet minimum listing requirements, including specified financial and corporate governance criteria.

Once listed, companies must [removed: meet continued] [added: maintain rigorous] listing [added: and corporate governance] standards.

[added: Companies seeking to list securities on] The Nasdaq Stock Market [removed: currently has] [added: may do so on one of the] three [removed: listing] [added: market] tiers: The Nasdaq Global Select Market, The Nasdaq Global [removed: Market and] [added: Market, or] The Nasdaq Capital Market.

As of December 31, [removed: 2019,] [added: 2020,] a total of [removed: 3,140] [added: 3,392] companies listed securities on The Nasdaq Stock Market, with [removed: 1,420] [added: 1,476] listings on The Nasdaq Global Select Market, [removed: 870] [added: 907] on The Nasdaq Global Market and [removed: 850] [added: 1,009] on The Nasdaq Capital Market.

We seek new [removed: listings, including] [added: listings] from companies conducting [removed: IPOs] [added: IPOs, including SPACs, and direct listings] as well as companies looking to switch from alternative exchanges.

In [removed: 2019,] [added: 2020,] The Nasdaq Stock Market attracted [removed: 313] [added: 454] new listings, including [removed: 188] [added: 316] IPOs, representing [removed: 78%] [added: 67%] of U.S. IPOs in [removed: 2019.][added: 2020.]

| Switches from the New York Stock Exchange LLC, or [removed: NYSE,] NYSE [added: and the NYSE] American LLC, or NYSE [removed: American, or IEX] [added: American] | [removed: 16] | | [added: 20 | | |]

| Upgrades from OTC | [removed: 31] | | [added: 46 | | |]

| ETPs and Other Listings | [removed: 78] | | [added: 72 | | |]

[removed: During 2019, we had 16 new listings resulting from new companies switching their listings from NYSE, NYSE American or IEX to join Nasdaq, and combined] [added: Together] with companies that transferred additional securities to Nasdaq during [removed: 2019,] [added: 2020,] an aggregate of [removed: $230] [added: $282] billion in global equity market capitalization switched to Nasdaq.

In the fourth quarter of 2020, we renamed certain of our segments and businesses.

See Note 1, “Organization and Nature of Operations,” to the consolidated financial statements for further discussion.

Growth Strategy

of which are non-transaction based and rooted in innovative technology.

Our Mission: To provide the premier platform and ecosystem for global capital markets and beyond with unmatched technology, insights and markets expertise.

Our Purpose: To champion inclusive growth and prosperity.

We power stronger economies, create more equitable opportunities and contribute to a more sustainable world to help our communities, clients, employees and people of all backgrounds reach their full potential.

We are also committed to maintaining and enhancing the marketplace platform businesses that are core to Nasdaq, including Market Services and Corporate Platforms.

Our four business segments reflect our broad capabilities, with Market Technology and Investment Intelligence providing our technology and intelligence growth platform, and Corporate Platforms and Market Services serving as our foundational marketplace core.

- *Increasing Investment in Businesses Where We See the Highest Growth Opportunity*.

These areas include: the index and analytics business within our Investment Intelligence segment; ESG-focused solutions, within our Corporate Platforms segment; and our Market Technology segment (including our anti-financial crime technology business).

Consistent with this objective, in 2020 we acquired Solovis, a provider of multi-asset class portfolio management, analytics and reporting tools across public and private markets, which is a part of our Investment Intelligence segment.

In February 2021, we completed the acquisition of Verafin, a provider of anti-financial

crime management solutions, which is part of our Market Technology segment.

We migrated Nasdaq BX Options to a new trading platform that leverages the NFF.

This updated technology will drive commonality across our internal derivatives markets.

- *Optimizing Slower Growth Businesses*.

We continually review areas that are not critical to our core.

In February 2021, we entered into an agreement to sell our U.S. fixed income business.

This transaction aligns with our strategy to concentrate our resources and capital in order to maximize our potential as a major technology and analytics provider to the global capital markets.

See “Sale of U.S. Fixed Income Business,” of Note 21, “Subsequent Events,” to the consolidated financial statements for further discussion of this transaction.

Nasdaq Clearing offers central counterparty clearing services for stock options and futures and index options and futures.

On February 2, 2021, we announced that we entered into a purchase and sale agreement, or the Purchase Agreement, to sell our U.S. Fixed Income business.

See “Sale of U.S. Fixed Income Business,” of Note 21, “Subsequent Events,” to the consolidated financial statements for further discussion of this transaction.

income derivatives in a unique market structure.

All trades with Nasdaq Oslo ASA are subject to clearing with Nasdaq Clearing, which offers central counterparty clearing services for commodities options and futures.

Corporate Platforms

We offer a suite of products to assist companies manage corporate governance standards, discussed below in “IR & ESG Services.”

Of the 316 IPOs that listed on The Nasdaq Stock Market, 184 were operating companies, representing 83% of all operating company IPOs in 2020 and a 53% win rate among SPACs.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| IPOs | | | 316 | | |

| Total | | | 454 | | |

During 2020, we had 20 new listings resulting from companies switching their listings from NYSE or NYSE American to join Nasdaq.

Notable switches in 2020 included AstraZeneca PLC, American Electric Power Company, Inc., Keurig Dr Pepper Inc., and Opendoor Technologies.

As of December 31, 2020, a total of 1,071 companies listed

IR & ESG Services

We also provide clients with counsel on a range of governance and sustainability-related issues.

- *Investor Relations Intelligence*.

These solutions allow investor relations officers to better manage their investor relations programs, understand their investor base, target new investors, manage meetings and consume key data such as investor profiles, equity research, consensus estimates and news.

In 2006, Nasdaq also reorganized its operations into a holding company structure.

In February 2008, Nasdaq and OMX AB combined their businesses.

To keep

Our Mission: We bring together ingenuity, integrity and insights to deliver markets that accelerate economic progress and empower people to achieve their greatest ambitions.

| | |

| --- | --- |

Consistent with this objective, in 2019 we acquired Cinnober Financial Technology AB, or Cinnober, which is now part of our Market Technology segment.

the sale of our BWise enterprise governance, risk and compliance software platform.

In October 2019, we completed the divestiture of the Nordic Fund Market, an electronic mutual fund service that was a smaller unit of our Broker Services business, in November 2019, we sold the core assets of our NFX business and in January 2020, management commenced an orderly wind-down of our broker services operations business.

Nasdaq Clearing acts as the counterparty to both the buyer and seller.

All trades with Nasdaq Oslo ASA are subject to clearing with Nasdaq Clearing, which is a CCP authorized under EMIR by the SFSA to conduct clearing operations.

We also offer the Nasdaq

Corporate Services

All three market tiers maintain rigorous listing and corporate governance standards (both initial and ongoing).

| | | |

| --- | --- | --- |

| IPOs | 188 | |

| Total | 313 | |

Notable switches in 2019 included Exelon Corporation, ViacomCBS Inc., and Noble Energy Inc.

NPM’s platform helps employees, investors, companies, funds and institutions execute transactions, whether for private companies, private investment funds, or other private asset classes.

In 2019, NPM announced an agreement with a secondary fund advisor to provide enhanced execution capabilities for general partner, or GP, sponsored secondary transactions using our platform.

We believe that the combined offering can bring greater standardization and efficiency to this market while appealing to the broader ecosystem of GPs, limited partners and secondary investors.

Corporate Solutions

We help organizations enhance their ability to

In October 2019, Nasdaq acquired the Center for Board Excellence, or CBE, a provider of corporate governance and compliance solutions for boards of directors, CEOs, corporate secretaries and general counsels.

Information Services

| • | Investment Data & Analytics. |

We

futures on our indexes.

Investment Data & Analytics

Through eVestment, we provide a flexible suite of cloud-based solutions to help the institutional investing community identify and capitalize on global investment trends and to select and monitor investment managers.

In January 2019, we bolstered our Market Technology business by acquiring Cinnober, a major Swedish financial technology provider to brokers, exchanges and clearinghouses worldwide that provides technology solutions similar and complimentary to our Market Technology business.

This acquisition strengthened our position as a leading market infrastructure technology provider.

Our execution platform business added four new banks in 2019, in addition to the two global investment banks that have been working with us since 2017.

We are a global technology company that in recent years, through building on capital markets experience, technological expertise, and a clear understanding of our clients’ needs, has diversified its product and service offerings.

We are living through a time where innovative technologies are transforming financial services.

We have come a long way in trading since Nasdaq launched the first fully electronic exchange in 1971 and we see forces accelerating that will bring major changes to the capital markets.

We seek

New exchanges in the U.S. have recently been launched or announced, including one to be established by a group of our customers.

MTFs and SIs are already attracting a significant share of electronically matched volume.

See “Legal and Regulatory Matters - Litigation,” of Note [removed: 19,] [added: 18,] “Commitments, Contingencies and Guarantees,” to the consolidated financial statements, which is incorporated herein by reference.

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | [added: | | | |]

| | [added: | |] For the fiscal year ended | [added: | |] December 31, [removed: 2019] [added: 2020] | [added: | |]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | [added: | | | |]

| | [added: | |] For the transition period | [added: | |] from ________ to ________ | [added: | |]

Commission file [removed: number: 001-38855][added: number: 001-38855]

| Delaware | | [added: | | | |] 52-1165937 | | [added: | | | |]

| (State or Other Jurisdiction of Incorporation or Organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | | [added: | | | |]

| 151 W. 42nd Street, | [added: | |] New York, | [added: | |] New York | [added: | |] 10036 | [added: | |]

| (Address of Principal Executive Offices) | | | [added: | | | | | |] (Zip Code) | [added: | |]

Registrant’s telephone number, including area code: [removed: +1 212 401] [added: +1 212 401] 8700

| Title of each class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, $0.01 par value per share | | [added: | | | |] NDAQ | | [added: | | | |] The Nasdaq Stock Market | [added: | |]

| 0.875% Senior Notes due 2030 | | [added: | | | |] NDAQ30 | | [added: | | | |] The Nasdaq Stock Market | [added: | |]

| 1.75% Senior Notes due 2029 | | [added: | | | |] NDAQ29 | | [added: | | | |] The Nasdaq Stock Market | [added: | |]

| [removed: 1.750%] [added: 1.75%] Senior Notes due 2023 | | [added: | | | |] NDAQ23 | | [added: | | | |] The Nasdaq Stock Market | [added: | |]

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| Emerging growth company | [added: | |] ☐ | | | [added: | | | | | |]

As of June [removed: 28, 2019,] [added: 30, 2020,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $11.1] [added: $13.6] billion (this amount represents approximately [removed: 115.5] [added: 114.4] million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of [removed: $96.17] [added: $119.47] of the common stock on The Nasdaq Stock Market on such date).

| Class | | [added: | | | |] Outstanding at February [removed: 13, 2020] [added: 11, 2021] | | | [added: | | |]

| Common Stock, $0.01 par value per share | | [removed: 165,011,712] | | [added: | | 164,795,634 | | |] shares | [added: | |]

| [removed: Documents] [added: Documents] Incorporated by [removed: Reference:] [added: Reference:] Certain portions of the Definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of [removed: Stockholders] [added: Shareholders] are incorporated by reference into Part III of this Form 10-K. | | [added: | | | |]

| | | [added: | | | |] Page | [added: | |]

| Item 1. | [removed: [Business](#s54c53305fc72479cb6dd537fb82b82d0)] | [removed: [2](#s54c53305fc72479cb6dd537fb82b82d0)] | [added: [Business](#i587995f283574e27bcf47c84ecfae9fd_211) | | | [2](#i587995f283574e27bcf47c84ecfae9fd_211) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#s1b30ea93febc4e7ca3d24397cc9f022e)] [added: Factors](#i587995f283574e27bcf47c84ecfae9fd_214)] | [removed: [13](#s1b30ea93febc4e7ca3d24397cc9f022e)] | [added: | [17](#i587995f283574e27bcf47c84ecfae9fd_214) | | |]

| Item 1B. | [removed: [Unresolved Staff Comments](#s7ae52a7112c5400bbf18c0675b2f599d)] | [removed: [27](#s7ae52a7112c5400bbf18c0675b2f599d)] | [added: [Unresolved](#i587995f283574e27bcf47c84ecfae9fd_271) [](#i587995f283574e27bcf47c84ecfae9fd_271)[Staff](#i587995f283574e27bcf47c84ecfae9fd_271) [](#i587995f283574e27bcf47c84ecfae9fd_271)[Comments](#i587995f283574e27bcf47c84ecfae9fd_271) | | | [31](#i587995f283574e27bcf47c84ecfae9fd_271) | | |]

| Item [removed: 2.] [added: 2] | [removed: [Properties](#sf2a8a3e9672d4c3ba0cc0491ddec35c7)] | [removed: [27](#sf2a8a3e9672d4c3ba0cc0491ddec35c7)] | [added: [Properties](#i587995f283574e27bcf47c84ecfae9fd_217) | | | [31](#i587995f283574e27bcf47c84ecfae9fd_217) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#s622ad52a3f034747808324786d7da9af)] [added: Proceedings](#i587995f283574e27bcf47c84ecfae9fd_181)] | [removed: [27](#s622ad52a3f034747808324786d7da9af)] | [added: | [31](#i587995f283574e27bcf47c84ecfae9fd_181) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s84d9ddfe2b4841afb51d0caeefba251c)] [added: Disclosures](#i587995f283574e27bcf47c84ecfae9fd_193)] | [removed: [27](#s84d9ddfe2b4841afb51d0caeefba251c)] | [added: | [31](#i587995f283574e27bcf47c84ecfae9fd_193) | | |]

| [removed: [Part II.](#sd31f35610c9f46fcb50ff0dd0597b604)] [added: [Part II.](#i587995f283574e27bcf47c84ecfae9fd_178)] | | | [added: | | | | | |]

| Item 5. | [removed: [Market for Registrant’s Common Equity, Related Stockholder] [added: | | [Market](#i587995f283574e27bcf47c84ecfae9fd_187) [](#i587995f283574e27bcf47c84ecfae9fd_187)[for](#i587995f283574e27bcf47c84ecfae9fd_187) [](#i587995f283574e27bcf47c84ecfae9fd_187)[Registrant's](#i587995f283574e27bcf47c84ecfae9fd_187) [](#i587995f283574e27bcf47c84ecfae9fd_187)[Common](#i587995f283574e27bcf47c84ecfae9fd_187) [](#i587995f283574e27bcf47c84ecfae9fd_187)[Equity,](#i587995f283574e27bcf47c84ecfae9fd_187) [](#i587995f283574e27bcf47c84ecfae9fd_187)[Related](#i587995f283574e27bcf47c84ecfae9fd_187) [](#i587995f283574e27bcf47c84ecfae9fd_187)[Stockholder] Matters and Issuer Purchases of Equity [removed: Securities](#sF84E1F6C222A534CBDFF6C9B13604536)] [added: Securities](#i587995f283574e27bcf47c84ecfae9fd_187)] | [removed: [27](#sF84E1F6C222A534CBDFF6C9B13604536)] | [added: | [31](#i587995f283574e27bcf47c84ecfae9fd_187) | | |]

| Item 6. | [added: | |] [Selected Financial [removed: Data](#sb3107b90562042db960bd2c3b0057c87)] [added: Data](#i587995f283574e27bcf47c84ecfae9fd_235)] | [removed: [29](#sb3107b90562042db960bd2c3b0057c87)] | [added: | [34](#i587995f283574e27bcf47c84ecfae9fd_235) | | |]

| Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sAC1937E7B3965D3A948F61A6A41353A7)] [added: Operations](#i587995f283574e27bcf47c84ecfae9fd_109)] | [removed: [30](#sAC1937E7B3965D3A948F61A6A41353A7)] | [added: | [34](#i587995f283574e27bcf47c84ecfae9fd_109) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#se50d1baf6a91461aaa49d5ba706620b7)] [added: Risk](#i587995f283574e27bcf47c84ecfae9fd_229)] | [removed: [53](#se50d1baf6a91461aaa49d5ba706620b7)] | [added: | [58](#i587995f283574e27bcf47c84ecfae9fd_229) | | |]

| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#sf8eb619bdb304952ad82fbfa35fea47c)] [added: Data](#i587995f283574e27bcf47c84ecfae9fd_238)] | [removed: [53](#sf8eb619bdb304952ad82fbfa35fea47c)] | [added: | [58](#i587995f283574e27bcf47c84ecfae9fd_238) | | |]

| Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s5963a179b7244e0f873dd24c83f2bc69)] [added: Disclosure](#i587995f283574e27bcf47c84ecfae9fd_244)] | [removed: [54](#s5963a179b7244e0f873dd24c83f2bc69)] | [added: | [58](#i587995f283574e27bcf47c84ecfae9fd_244) | | |]

| Item 9A. | [added: | |] [Controls and [removed: Procedures](#s5962077F59A55BECB3546A0970FD1945)] [added: Procedures](#i587995f283574e27bcf47c84ecfae9fd_175)] | [removed: [54](#s5962077F59A55BECB3546A0970FD1945)] | [added: | [58](#i587995f283574e27bcf47c84ecfae9fd_175) | | |]

| Item 9B. | [added: | |] [Other [removed: Information](#s9CFB5453839C5F5A976586DE88F9B091)] [added: Information](#i587995f283574e27bcf47c84ecfae9fd_196)] | [removed: [56](#s9CFB5453839C5F5A976586DE88F9B091)] | [added: | [61](#i587995f283574e27bcf47c84ecfae9fd_196) | | |]

| Item 10. | [removed: [Directors, Executive] [added: | | [Directors,](#i587995f283574e27bcf47c84ecfae9fd_220) [](#i587995f283574e27bcf47c84ecfae9fd_220)[Executive] Officers and Corporate [removed: Governance](#sc1be729ca83c4ab4bd87f720d6008271)] [added: Governance](#i587995f283574e27bcf47c84ecfae9fd_220)] | [removed: [56](#sc1be729ca83c4ab4bd87f720d6008271)] | [added: | [61](#i587995f283574e27bcf47c84ecfae9fd_220) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [Part I.](#i587995f283574e27bcf47c84ecfae9fd_13) | | | | | | | | |

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| [Part II](#i587995f283574e27bcf47c84ecfae9fd_178)[I](#i587995f283574e27bcf47c84ecfae9fd_178)[.](#i587995f283574e27bcf47c84ecfae9fd_178) | | | | | | | | |

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| 3.875% Senior Notes due 2021 | | NDAQ21 | | The Nasdaq Stock Market |

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| [Part I.](#sbcad6965308342118850403136b50747) | | |

| [Part III.](#sDCCCF70057D85463B48552BD0E9D101B) | | |

| [Part IV.](#sC01E2331AFDB5317AAA17343B7959FFB) | | |

2016 Credit Facility: $400 million senior unsecured term loan facility repaid in full and terminated in June 2019

VAT: Value Added Tax

Our U.S. headquarters are located in New York, New York, and our European [removed: headquarters are located in Stockholm, Sweden.]

headquarters are located in Stockholm, Sweden.

Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of February [removed: 13, 2020,] [added: 11, 2021,] we had approximately [removed: 235] [added: 229] holders of record of our common stock.

See “Share Repurchase Program,” of Note [removed: 13,] [added: 12,] “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program.

The [removed: following] table [removed: summarizes the share repurchase activity] [added: below represents repurchases made by or on behalf] of [added: us or any “affiliated purchaser” of] our common stock during the fiscal quarter ended December 31, [removed: 2019:][added: 2020:]

| Period | | [added: | | | |] (a) Total Number of Shares Purchased | | | [added: | | |] (b) Average Price Paid Per Share | | | | [added: | |] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | [added: | | |] (d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | | |

| Share repurchase [removed: program] [added: program(1)] | | [added: | | | |] — | | | [added: | | |] $ | — | | | [added: | |] — | | | [added: | | |] $ | [removed: 632] [added: 446] | |

| Employee [removed: transactions(1)] [added: transactions(2)] | | [removed: 12,578] | | | [added: | 55 | | | | | |] $ | [removed: 98.24] [added: 133.20] | | | [added: | |] N/A | | | [added: | | |] N/A | | |

| Total Quarter Ended December 31, [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

[removed: | (1) |] [added: (2)] Represents shares surrendered to us to satisfy tax withholding obligations arising from the vesting of restricted stock and PSUs issued to employees. [removed: |]

The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and a peer group selected by [removed: us] [added: us, shown below,] for the past five [removed: years.][added: years:]

| [removed: 2019 Peer] [added: Peer] Group | | | | | | [added: | | | | | | | | | | | |]

| • | [added: | |] ASX Limited | [added: | |] • | [added: | |] Deutsche Börse AG | [added: | |] • | [added: | |] LSE | [added: | |]

| • | [added: | |] Bolsas Mexicana de Valores, S.A.B. de [removed: C.V.1] [added: C.V.] | [added: | |] • | [added: | |] Hong Kong Exchanges and Clearing [removed: Limited1] [added: Limited] | [added: | |] • | [added: | |] TMX Group Limited | [added: | |]

| • | [added: | |] Cboe | [added: | |] • | [added: | |] ICE | | | [added: | | | | | |]

| • | [added: | |] CME Group Inc. | [added: | |] • | [added: | |] Japan Exchange Group, [removed: Inc1] [added: Inc] | | | [added: | | | | | |]

The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, [removed: 2014] [added: 2015] and the reinvestment of all dividends.

[removed: ][added: ]

* $100 invested on [removed: 12/31/2014] [added: 12/31/2015] in stock or index, including reinvestment of dividends.

| | [added: | |] Fiscal Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| | [removed: 2014] | | [added: 2015] | | [removed: 2015] | | | | 2016 | | | | [added: | |] 2017 | | | | [added: | |] 2018 | | | | [added: | |] 2019 | | | [added: | | | 2020 | | |]

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| October 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Employee transactions(2) | | | | | | 12,466 | | | | | | $ | 127.08 | | | | | N/A | | | | | | N/A | | |

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| November 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program(1) | | | | | | 77,364 | | | | | | $ | 126.70 | | | | | 77,364 | | | | | | $ | 436 | |

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| December 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program(1) | | | | | | 203,617 | | | | | | $ | 127.16 | | | | | 203,617 | | | | | | $ | 410 | |

| Employee transactions(2) | | | | | | 55,205 | | | | | | $ | 133.72 | | | | | N/A | | | | | | N/A | | |

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| Share repurchase program | | | | | | 280,981 | | | | | | $ | 127.04 | | | | | 280,981 | | | | | | $ | 410 | |

| Employee transactions | | | | | | 67,726 | | | | | | $ | 132.49 | | | | | N/A | | | | | | N/A | | |

(1) See “Share Repurchase Program,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion of our share repurchase program.

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| • | | | B3 S.A. | | | • | | | Euronext N.V. | | | • | | | Singapore Exchange Limited | | |

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| Nasdaq, Inc. | | | $ | 100 | | | | | $ | 117 | | | | | $ | 137 | | | | | $ | 148 | | | | | $ | 199 | | | | | $ | 251 | |

| Nasdaq Composite Index | | | 100 | | | | | | 109 | | | | | | 141 | | | | | | 137 | | | | | | 187 | | | | | | 272 | | |

| S&P 500 | | | 100 | | | | | | 112 | | | | | | 136 | | | | | | 130 | | | | | | 171 | | | | | | 203 | | |

| Peer Group | | | 100 | | | | | | 110 | | | | | | 148 | | | | | | 159 | | | | | | 204 | | | | | | 244 | | |

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| October 2019 | | | | | | | | | | | | | | |

| November 2019 | | | | | | | | | | | | | | |

| Employee transactions(1) | | 1,110 | | | $ | 99.23 | | | N/A | | | N/A | | |

| December 2019 | | | | | | | | | | | | | | |

| Employee transactions(1) | | 58,749 | | | $ | 106.72 | | | N/A | | | N/A | | |

| Employee transactions(1) | | 72,437 | | | $ | 105.13 | | | N/A | | | N/A | | |

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We changed our peer group in 2019 to include a broader set of global exchanges with sizable market capitalization.

The new peer group, collectively referred to as the 2019 peer group, is comprised of the following companies:

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| • | B3 S.A.1 | • | Euronext N.V.1 | • | Singapore Exchange Limited1 |

1 Denotes company added to new peer group in 2019.

The old peer group, collectively referred to as the 2018 peer group, was comprised of the following companies:

| 2018 Peer Group | | | | | |

| • | ASX Limited | • | Deutsche Börse AG | • | TMX Group Limited |

| • | CME Group Inc. | • | LSE | | |

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| Nasdaq, Inc. | $ | 100 | | | $ | 123 | | | $ | 145 | | | $ | 169 | | | $ | 183 | | | $ | 245 | |

| Nasdaq Composite Index | 100 | | | | 107 | | | | 116 | | | | 151 | | | | 147 | | | | 200 | | |

| S&P 500 | 100 | | | | 101 | | | | 114 | | | | 138 | | | | 132 | | | | 174 | | |

| 2019 Peer Group | 100 | | | | 113 | | | | 125 | | | | 168 | | | | 180 | | | | 231 | | |

| 2018 Peer Group | 100 | | | | 113 | | | | 130 | | | | 175 | | | | 195 | | | | 252 | | |

As a result of our early adoption, in December 2020, of SEC Final Rule Release No. 33-10890, “Management's Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information,” this item has been omitted.

The following tables present selected financial data and should be read in conjunction with the consolidated financial statements and notes thereto of Nasdaq and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K.

We completed our acquisition of Cinnober in January 2019 and several acquisitions and divestitures during the years ended 2015 through 2019.

The financial results of such acquisitions are included in our consolidated financial statements from the respective acquisition dates.

On January 1, 2019, we adopted ASU 2016-02, “Leases,” or ASU 2016-02, and elected the

optional transition method to initially apply the standard at the January 1, 2019 adoption date.

As a result, we applied the new lease standard prospectively to our leases existing or commencing on or after January 1, 2019.

Comparative periods presented were not restated upon adoption.

On January 1, 2018, we adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” using the full retrospective method which required restatement of our 2017 and 2016 financial statements.

Selected Financial Data

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| | | Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| | | (in millions, except share and per share amounts) | | | | | | | | | | | | | | | | | | |

| Statements of Income Data: | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | $ | 4,262 | | | $ | 4,277 | | | $ | 3,948 | | | $ | 3,704 | | | $ | 3,403 | |

| Transaction-based expenses | | (1,727 | | ) | | (1,751 | | ) | | (1,537 | | ) | | (1,428 | | ) | | (1,313 | | ) |

| Revenues less transaction-based expenses | | 2,535 | | | | 2,526 | | | | 2,411 | | | | 2,276 | | | | 2,090 | | |

| Total operating expenses | | 1,518 | | | | 1,498 | | | | 1,420 | | | | 1,440 | | | | 1,370 | | |

| Operating income | | 1,017 | | | | 1,028 | | | | 991 | | | | 836 | | | | 720 | | |

| Net income attributable to Nasdaq | | 774 | | | | 458 | | | | 729 | | | | 106 | | | | 428 | | |

| Per share information: | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share | | $ | 4.69 | | | $ | 2.77 | | | $ | 4.38 | | | $ | 0.64 | | | $ | 2.56 | |

| Diluted earnings per share | | $ | 4.63 | | | $ | 2.73 | | | $ | 4.30 | | | $ | 0.63 | | | $ | 2.50 | |

| Cash dividends declared per common share | | $ | 1.85 | | | $ | 1.70 | | | $ | 1.46 | | | $ | 1.21 | | | $ | 0.90 | |

| Weighted-average common shares outstanding for earnings per share: | | | | | | | | | | | | | | | | | | | | |

| Basic | | 164,931,628 | | | | 165,349,471 | | | | 166,364,299 | | | | 165,182,290 | | | | 167,285,450 | | |

| Diluted | | 166,970,161 | | | | 167,691,299 | | | | 169,585,031 | | | | 168,800,997 | | | | 171,283,271 | | |

| | | December 31, | | | | | | | | | | | | | | | | | | |

| | | (in millions) | | | | | | | | | | | | | | | | | | |

| Balance Sheets Data: | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents and financial investments | | $ | 623 | | | $ | 813 | | | $ | 612 | | | $ | 648 | | | $ | 502 | |

| Default funds and margin deposits | | 2,996 | | | | 4,742 | | | | 3,988 | | | | 3,301 | | | | 2,228 | | |

| Goodwill | | 6,366 | | | | 6,363 | | | | 6,586 | | | | 6,027 | | | | 5,395 | | |

| Total assets | | 13,924 | | | | 15,700 | | | | 15,354 | | | | 13,411 | | | | 11,257 | | |

| Long-term debt | | 2,996 | | | | 2,956 | | | | 3,727 | | | | 3,603 | | | | 2,364 | | |

| Total Nasdaq stockholders' equity | | 5,639 | | | | 5,449 | | | | 5,880 | | | | 5,428 | | | | 5,609 | | |

Nasdaq’s consolidated financial statements, including Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated February [removed: 25, 2020,] [added: 23, 2021,] are attached hereto as pages F-1 through [removed: F-49] [added: F-46] and incorporated by reference herein.

As a result of our early adoption, in December 2020, of SEC Final Rule Release No. 33-10890, “Management's Discussion and Analysis, Selected Financial Data, and Supplementary

Financial Information,” this data has been omitted.

* * * * * *

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| | | 1st Qtr | | | | 2nd Qtr | | | | 3rd Qtr | | | | 4th Qtr | | |

| | | 2019 | | | | 2019 | | | | 2019 | | | | 2019 | | |

| | | (in millions, except per share amounts) | | | | | | | | | | | | | | |

| Total revenues | | $ | 1,039 | | | $ | 1,061 | | | $ | 1,096 | | | $ | 1,065 | |

| Transaction-based expenses | | (405 | | ) | | (438 | | ) | | (464 | | ) | | (419 | | ) |

| Revenues less transaction-based expenses | | 634 | | | | 623 | | | | 632 | | | | 646 | | |

| Total operating expenses | | 359 | | | | 367 | | | | 406 | | | | 386 | | |

| Operating income | | 275 | | | | 256 | | | | 226 | | | | 260 | | |

| Net income attributable to Nasdaq | | $ | 247 | | | $ | 174 | | | $ | 150 | | | $ | 202 | |

| Basic earnings per share | | $ | 1.49 | | | $ | 1.05 | | | $ | 0.91 | | | $ | 1.23 | |

| Diluted earnings per share | | $ | 1.48 | | | $ | 1.04 | | | $ | 0.90 | | | $ | 1.21 | |

| Cash dividends declared per common share | | $ | 0.44 | | | $ | 0.47 | | | $ | 0.47 | | | $ | 0.47 | |

| | | 2018 | | | | 2018 | | | | 2018 | | | | 2018 | | |

| Total revenues | | $ | 1,151 | | | $ | 1,027 | | | $ | 964 | | | $ | 1,136 | |

| Transaction-based expenses | | (485 | | ) | | (412 | | ) | | (364 | | ) | | (491 | | ) |

| Revenues less transaction-based expenses | | 666 | | | | 615 | | | | 600 | | | | 645 | | |

| Total operating expenses | | 393 | | | | 346 | | | | 354 | | | | 404 | | |

| Operating income | | 273 | | | | 269 | | | | 246 | | | | 241 | | |

| Net income (loss) attributable to Nasdaq | | $ | 177 | | | $ | 162 | | | $ | 163 | | | $ | (44 | ) |

| Basic earnings (loss) per share | | $ | 1.06 | | | $ | 0.98 | | | $ | 0.99 | | | $ | (0.27 | ) |

| Diluted earnings (loss) per share | | $ | 1.05 | | | $ | 0.97 | | | $ | 0.97 | | | $ | (0.27 | ) |

| Cash dividends declared per common share | | $ | 0.82 | | | $ | — | | | $ | 0.44 | | | $ | 0.44 | |

There have been no changes in Nasdaq’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control - Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).

Based on its assessment, our management believes that, as of December 31, [removed: 2019,] [added: 2020,] our internal control over financial reporting is effective.

We have audited Nasdaq, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Nasdaq, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and our report dated February [removed: 25, 2020] [added: 23, 2021] expressed an unqualified opinion thereon.

February 23, 2021

During the quarter ended June 30, 2019, we implemented a new enterprise resource planning, or ERP, system, by transitioning certain of our operations, including the general ledger, to the new ERP system.

We have modified our existing controls infrastructure, as well as added other processes and internal controls, to adapt to our new ERP system and to take advantage of the increased functionality of the new system.

February 25, 2020

Information about Nasdaq’s directors, as required by Item 401 of Regulation S-K, is incorporated by reference from the discussion under the caption “Board of Directors-Proposal [removed: I:] [added: 1:] Election of Directors” in Nasdaq’s Proxy Statement.

[removed: Information about Nasdaq’s nomination procedures, audit committee and audit committee] [added: Committee] financial experts, as required by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K, is incorporated by reference from the discussions under the headings “Board of Directors-Proposal [removed: I:] [added: 1:] Election of Directors” and “Board of Directors-Board Committees” in the Proxy Statement.

Information about Nasdaq’s nomination procedures, Audit & Risk Committee and Audit & Risk

Equity Compensation Plan [added: and ESPP] Information

Nasdaq’s Equity Plan provides for the issuance of our equity securities to [removed: our officers] [added: all employees] and [removed: other employees,] directors [added: as part of their compensation plan, though employees in certain of our locations may be ineligible due to local securities laws] and [removed: consultants.][added: regulations.]

In [added: addition, in] jurisdictions where participation in the ESPP is permitted, all [removed: of] our employees [removed: may participate.][added: are eligible.]

The Equity Plan and the ESPP have been [removed: approved] previously [added: approved] by our stockholders.

The following table sets forth information regarding outstanding options and shares reserved for future issuance under all of Nasdaq’s compensation plans as of December 31, [removed: 2019.][added: 2020.]

| Plan Category | | [added: | | | |] Number of shares to be issued upon exercise of outstanding options, warrants and rights(a)(1) | | | [removed: Weighted-average exercise] [added: | | | Weighted-average exercise] price [removed: of outstanding] [added: of outstanding] options, warrants and rights(b) | | | | [added: | |] Number of shares remaining [removed: available for] [added: available for] future issuance under equity compensation plans (excluding shares reflected in column(a))(c) | | | [added: | | |]

| Equity compensation plans [added: not] approved by stockholders | | [removed: 379,102] | | | [removed: $] | [removed: 54.32] [added: —] | | | [removed: 12,082,402] | | [removed: (2)] | [added: — | | | | | | — | | | | | |]

| Equity compensation plans [removed: not] approved by stockholders | | [removed: —] | | | [removed: —] | [added: 293,353] | | | [removed: —] | | | [added: $ | 63.22 | | | | | 14,270,858 | | | (2) | | |]

[removed: |] (1) [removed: |] The amounts in this column include only the number of shares to be issued upon exercise of outstanding options, warrants and rights. [removed: As of December 31, 2019, we also had 2,601,458 shares to be issued upon vesting of outstanding restricted stock and PSUs. |]

[removed: |] (2) [removed: |] This amount includes [removed: 10,427,582] [added: 9,837,094] shares of common stock that may be awarded pursuant to the Equity Plan and [removed: 1,654,820] [added: 4,433,764] shares of common stock that may be issued pursuant to the ESPP. [removed: |]

* * * * * *

Employees may purchase shares of our common stock at a 15% discount to the lesser of the closing price of our common stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period.

Offering periods under the ESPP are six months in duration.

As of December 31, 2020, over 99.0% of our employees are eligible to participate.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | 293,353 | | | | | | $ | 63.22 | | | | | 14,270,858 | | | (2) | | |

As of December 31, 2020, we also had 2,618,588 shares to be issued upon vesting of outstanding restricted stock and PSUs.

In addition, nearly all employees of Nasdaq and its subsidiaries are eligible to participate in the ESPP at 85.0% of the fair market value of our common stock on the price calculation date.

Employees in certain of our locations are ineligible due to local securities laws and regulations.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | 379,102 | | | $ | 54.32 | | | 12,082,402 | | (2) |

| | |

| --- | --- |

[removed: Information about director independence, as required by Item 407(a) of Regulation S-K, is incorporated] herein by reference from the discussion under the heading “Board of Directors-Proposal [removed: I:] [added: 1:] Election of Directors” in the Proxy Statement.

Information about director independence, as required by Item 407(a) of Regulation S-K, is incorporated

Information about principal accounting fees and services, as required by Item 9(e) of Schedule 14A, is incorporated herein by reference from the discussion under the heading “Audit [added: & Risk] Committee Matters-Annual Evaluation and [removed: 2020] [added: 2021] Selection of Independent Auditors” in the Proxy Statement.

| Exhibit Number | | | [added: | | | | | |]

| [2.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019313000011/ndaq-20130630ex21812ba94.htm) | | [added: | | | |] Purchase Agreement, dated as of April 1, 2013, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., and, solely for purposes of certain sections thereof, Cantor Fitzgerald, L.P. (incorporated herein by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed on August 8, 2013). | [added: | |]

| [3.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312514024495/d665170dex31.htm) | | [added: | | | |] Amended and Restated Certificate of Incorporation of Nasdaq (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 28, 2014). | [added: | |]

| [3.1.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312514024495/d665170dex311.htm) | | [added: | | | |] Certificate of Elimination of Nasdaq’s Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1.1 to the Current Report on Form 8-K filed on January 28, 2014). | [added: | |]

| [3.1.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312514418471/d823798dex31.htm) | | [added: | | | |] Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 19, 2014). | [added: | |]

| [3.1.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312515314459/d48431dex31.htm) | | [added: | | | |] Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on September 8, 2015). | [added: | |]

| [3.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312516773816/d294194dex32.htm) | | [added: | | | |] Nasdaq’s By-Laws (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on November 21, 2016). | [added: | |]

| [4.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019315000018/ndaq-20150930xex4.htm) | | [added: | | | |] Form of Common Stock certificate (incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed on November 4, 2015). | [added: | |]

| [4.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312508045251/dex102.htm) | | [added: | | | |] Stockholders’ Agreement, dated as of February 27, 2008, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 3, 2008). | [added: | |]

| [4.2.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4101.htm) | | [added: | | | |] First Amendment to Stockholders’ Agreement, dated as of February 19, 2009, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 4.10.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). | [added: | |]

| [4.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312508045251/dex103.htm) | | [added: | | | |] Registration Rights Agreement, dated as of February 27, 2008, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 3, 2008). | [added: | |]

| [4.3.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4111.htm) | | [added: | | | |] First Amendment to Registration Rights Agreement, dated as of February 19, 2009, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 4.11.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). | [added: | |]

| [4.4](http://www.sec.gov/Archives/edgar/data/1120193/000119312511045348/dex412.htm) | | [added: | | | |] Stockholders’ Agreement, dated as of December 16, 2010, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Investor AB (incorporated herein by reference to Exhibit 4.12 to the Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 24, 2011). | [added: | |]

| [4.5](http://www.sec.gov/Archives/edgar/data/1120193/000119312513253519/d551100dex41.htm) | | [added: | | | |] Indenture, dated as of June 7, 2013, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 10, 2013). | [added: | |]

| [4.6](http://www.sec.gov/Archives/edgar/data/1120193/000119312513253519/d551100dex42.htm) | | [added: | | | |] First Supplemental Indenture, dated as of June 7, 2013, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Wells Fargo Bank, National Association, as Trustee, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Luxembourg S.A., as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 10, 2013). | [added: | |]

| [4.7](http://www.sec.gov/Archives/edgar/data/1120193/000119312514217628/d734049dex41.htm) | | [added: | | | |] Second Supplemental Indenture, dated as of May 29, 2014, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 30, 2014). | [added: | |]

| [4.8](http://www.sec.gov/Archives/edgar/data/1120193/000119312516599270/d176138dex41.htm) | | [added: | | | |] Third Supplemental Indenture, dated as of May 20, 2016, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated herein by reference to the Current Report on Form 8-K filed on May 23, 2016). | [added: | |]

| [4.9](http://www.sec.gov/Archives/edgar/data/1120193/000119312517291412/d445171dex41.htm) | | [added: | | | |] Fifth Supplemental Indenture, dated as of September 22, 2017, among Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 22, 2017). | [added: | |]

| [4.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312519094591/d724290dex42.htm) | | [added: | | | |] Sixth Supplemental Indenture, dated as of April 1, 2019, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Form 8-A filed on April 1, 2019). | [added: | |]

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1120193/000119312513279639/d562243dex101.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312513279639/d562243dex101.htm)[6](http://www.sec.gov/Archives/edgar/data/1120193/000119312513279639/d562243dex101.htm)] | | [added: | | | |] Registration Rights Agreement, dated as of June 28, 2013, by and among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), BGC Partners, Inc., BGC Holdings, L.P. and BGC Partners, L.P. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 1, 2013). | [added: | |]

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/1120193/000112019320000004/ndaq12312019ex-412.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex417.htm)] | | [added: | | | |] Description of Securities. | [added: | |]

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019318000010/ndaq6302018ex-101.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019320000015/ndaq6302020ex-101.htm)] | | [added: | | | |] Amended and Restated Board Compensation Policy, effective on [removed: April 23, 2019] [added: May 19, 2020] (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019] [added: 2020] filed on August 5, [removed: 2019).*] [added: 2020).*] | [added: | |]

| [10.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312515181962/d922883dex101.htm) | | [added: | | | |] Nasdaq Executive Corporate Incentive Plan, effective as of January 1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 11, 2015).* | [added: | |]

| [10.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312518175257/d583425dex101.htm) | | [added: | | | |] Nasdaq, Inc. Equity Incentive Plan (as amended and restated as of April 24, 2018) (incorporated herein by reference to Exhibit 10.1 to the Form S-8 filed on May 25, 2018).* | [added: | |]

| [10.4](http://www.sec.gov/Archives/edgar/data/1120193/000119312511045348/dex103.htm) | | [added: | | | |] Form of Nasdaq Non-Qualified Stock Option Award Certificate (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 24, 2011).* | [added: | |]

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019318000010/ndaq6302018ex-102.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019320000015/ndaq6302020ex-102.htm)] | | [added: | | | |] Form of Nasdaq Restricted Stock Unit Award Certificate (employees) (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019] [added: 2020] filed on August 5, [removed: 2019).*] [added: 2020).*] | [added: | |]

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019318000010/ndaq6302018ex-103.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019320000015/ndaq6302020ex-103.htm)] | | [added: | | | |] Form of Nasdaq Restricted Stock Unit Award Certificate (directors) (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019] [added: 2020] filed on August 5, [removed: 2019).*] [added: 2020).*] | [added: | |]

| [10.7](http://www.sec.gov/Archives/edgar/data/1120193/000112019318000010/ndaq6302018ex-104.htm) | | [added: | | | |] Form of Nasdaq One-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 5, 2019).* | [added: | |]

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019318000010/ndaq6302018ex-105.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019320000015/ndaq6302020ex-104.htm)] | | [added: | | | |] Form of Nasdaq Three-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit [removed: 10.5] [added: 10.4] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019] [added: 2020] filed on August 5, [removed: 2019).*] [added: 2020).*] | [added: | |]

| [10.9](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000006/ndaq3312017ex-101.htm) | | [added: | | | |] Form of Nasdaq Continuing Obligations Agreement (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).* | [added: | |]

| [10.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex106.htm) | | [added: | | | |] Amended and Restated Supplemental Executive Retirement Plan, dated as of December 17, 2008 (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | [added: | |]

| [10.10.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex1061.htm) | | [added: | | | |] Amendment No. 1 to Amended and Restated Supplemental Executive Retirement Plan, effective as of December 31, 2008 (incorporated herein by reference to Exhibit 10.6.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | [added: | |]

| [10.11](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex107.htm) | | [added: | | | |] Nasdaq Supplemental Employer Retirement Contribution Plan, dated as of December 17, 2008 (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | [added: | |]

| [10.12](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000003/ndaq12312016ex-1010.htm) | | [added: | | | |] Employment Agreement between Nasdaq and Adena Friedman, made and entered into on November 14, 2016 and effective as of January 1, 2017 (incorporated herein by reference to Exhibit 10.10 to the Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 1, 2017).* | [added: | |]

| [10.13](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000014/ndaq9302017ex-101.htm) | | [added: | | | |] Nonqualified Stock Option Award Certificate to Adena T. Friedman from Nasdaq, Inc. in connection with grant made on January 3, 2017 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 7, 2017).* | [added: | |]

| [10.14](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000006/ndaq3312017ex-102.htm) | | [added: | | | |] Employment Offer Letter, dated as of May 10, 2016, between Nasdaq, Inc. and Michael Ptasznik (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).* | [added: | |]

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1120193/000112019316000027/ndaq-20160930xex10_1.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1120193/000112019316000027/ndaq-20160930xex10_1.htm)] | | [added: | | | |] Employment Agreement between Nasdaq and Bradley J. Peterson, dated August 1, 2016 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed on November 8, 2016).* | [added: | |]

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1120193/000112019319000010/ndaq6302019ex-106.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1120193/000112019319000010/ndaq6302019ex-106.htm)] | | [added: | | | |] Employment Offer Letter, dated as of April 30, 2019, between Nasdaq, Inc. and Lauren B. Dillard (incorporated herein by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 5, 2019).* | [added: | |]

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1120193/000119312513457974/d635806dex101.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1120193/000119312513457974/d635806dex101.htm)] | | [added: | | | |] Nasdaq Change in Control Severance Plan for Executive Vice Presidents and Senior Vice Presidents, effective November 26, 2013 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 29, 2013).* | [added: | |]

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex101.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex101.htm)] | | [added: | | | |] Credit Agreement, dated as of April 25, 2017, among Nasdaq, Inc., the various lenders from time to time party thereto, Bank of America, N.A., as administrative agent and an issuing bank, and the other financial institutions party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 26, 2017). | [added: | |]

| | | | | | | | | |

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| [2.2](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-22.htm) | | | | | | Share Purchase Agreement, dated as of November 18, 2020, by and among Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq, Verafin Holdings Inc., certain shareholders of Verafin (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers.† | | |

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| [2.3](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-23.htm) | | | | | | Amendment to Share Purchase Agreement, dated as of February 11, 2021, by and among Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq, Verafin Holdings Inc., certain shareholders of Verafin (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers | | |

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| [4.11](http://www.sec.gov/Archives/edgar/data/1120193/000119312520035607/d888173dex42.htm) | | | | | | Seventh Supplemental Indenture, dated February 13, 2020, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-A filed on February 13, 2020). | | |

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| [4.12](http://www.sec.gov/Archives/edgar/data/1120193/000119312520123181/d836687dex42.htm) | | | | | | Eighth Supplemental Indenture, dated April 28, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 28, 2020). | | |

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| [4.13](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex42.htm) | | | | | | Ninth Supplemental Indenture, dated December 21, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 21, 2020). | | |

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| [4.14](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex43.htm) | | | | | | Tenth Supplemental Indenture, dated December 21, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on December 21, 2020). | | |

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| [4.15](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex44.htm) | | | | | | Eleventh Supplemental Indenture, dated December 21, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on December 21, 2020). | | |

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 25, 2020.][added: 23, 2021.]

| | [added: | | | | | | | |] Nasdaq, Inc. | | | | [added: | | | | |]

| | [added: | | | | | | | |] (Registrant) | | | | [added: | | | | |]

| | [added: | | | | | | | |] By: | [added: | |] /s/ Adena T. Friedman | | | [added: | | |]

| | [added: | | | | | | | |] Name: | [added: | |] Adena T. Friedman | | | [added: | | |]

| | [added: | | | | | | | |] Title: | [added: | |] President and Chief Executive Officer | | | [added: | | |]

[added: |] Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February [removed: 25, 2020.][added: 23, 2021. | | | | | | | | | | | | | | | | | |]

| Name | | [added: | | | |] Title | [added: | | | | | | | | | | |]

| /s/ Adena T. Friedman | | [added: | | | |] President and Chief Executive Officer [removed: and Director] | [added: | | | | | | | | | | |]

| Adena T. Friedman | | [added: | | | |] (Principal Executive Officer) | [added: | | | | | | | | | | |]

| /s/ Michael Ptasznik | | [added: | | | |] Executive Vice President, Corporate Strategy and Chief Financial Officer | [added: | | | | | | | | | | |]

| Michael Ptasznik | | [added: | | | |] (Principal Financial Officer) | [added: | | | | | | | | | | |]

| /s/ Ann M. Dennison | | [added: | | | |] Senior Vice President and Controller | [added: | | | | | | | | | | |]

| Ann M. Dennison | | [added: | | | |] (Principal Accounting Officer) | [added: | | | | | | | | | | |]

| * | | [added: | | | |] Chairman of the Board | [added: | | | | | | | | | | |]

| Michael R. Splinter | | | [added: | | | | | | | | | | | | | | |]

| * | | [added: | | | |] Director | [added: | | | | | | | | | | |]

| Melissa M. Arnoldi | | | [added: | | | | | | | | | | | | | | |]

| Charlene T. Begley | | | [added: | | | | | | | | | | | | | | |]

| Steven D. Black | | | [added: | | | | | | | | | | | | | | |]

| Essa Kazim | | | [added: | | | | | | | | | | | | | | |]

| Thomas A. Kloet | | | [added: | | | | | | | | | | | | | | |]

| John D. Rainey | | | [added: | | | | | | | | | | | | | | |]

| Jacob Wallenberg | | | [added: | | | | | | | | | | | | | | |]

| Alfred W. Zollar | | | [added: | | | | | | | | | | | | | | |]

| * Pursuant to Power of Attorney | | | [added: | | | | | | | | | | | | | | |]

| By: | | [added: | | | |] /s/ John A. Zecca | [added: | | | | | | | | | | |]

| | | [added: | | | |] John A. Zecca | [added: | | | | | | | | | | |]

| | | [added: | | | |] Attorney-in-Fact | [added: | | | | | | | | | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#s9ea711897b1143beb181832ba778bc22)] [added: Firm](#i587995f283574e27bcf47c84ecfae9fd_223)] | [removed: F- [2](#s9ea711897b1143beb181832ba778bc22)] | [added: | F-[2](#i587995f283574e27bcf47c84ecfae9fd_223) | | |]

| [Consolidated Balance [removed: Sheets](#s7AD1B8A8AA1F53DC8BB5E19314FBD0D4)] [added: Sheets](#i587995f283574e27bcf47c84ecfae9fd_19)] | [removed: F- [4](#s7AD1B8A8AA1F53DC8BB5E19314FBD0D4)] | [added: | F-[4](#i587995f283574e27bcf47c84ecfae9fd_19) | | |]

| [Consolidated Statements of [removed: Income](#s56DF28CB486C54619F89F8D76BBA2BFC)] [added: Income](#i587995f283574e27bcf47c84ecfae9fd_22)] | [removed: F- [5](#s56DF28CB486C54619F89F8D76BBA2BFC)] | [added: | F-[5](#i587995f283574e27bcf47c84ecfae9fd_22) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#s6053610AE160572EBD644650EC0C8AAF)] [added: Income](#i587995f283574e27bcf47c84ecfae9fd_25)] | [removed: F- [6](#s6053610AE160572EBD644650EC0C8AAF)] | [added: | F-[6](#i587995f283574e27bcf47c84ecfae9fd_25) | | |]

| [Consolidated Statements of Changes in Stockholders' [removed: Equity](#s5533E967241C51C79F6654EBE6A2176C)] [added: Equity](#i587995f283574e27bcf47c84ecfae9fd_28)] | [removed: F- [7](#s5533E967241C51C79F6654EBE6A2176C)] | [added: | F-[7](#i587995f283574e27bcf47c84ecfae9fd_28) | | |]

| [Consolidated Statements of Cash [removed: Flows](#s9ADC25DBC79D55229F56F160EC13290C)] [added: Flows](#i587995f283574e27bcf47c84ecfae9fd_31)] | [removed: F- [8](#s9ADC25DBC79D55229F56F160EC13290C)] | [added: | F-[8](#i587995f283574e27bcf47c84ecfae9fd_31) | | |]

| [Notes to Consolidated Financial [removed: Statements](#sE10441D9341855D3ADCEA941FAB4FB11)] [added: Statements](#i587995f283574e27bcf47c84ecfae9fd_34)] | [removed: F- [9](#sE10441D9341855D3ADCEA941FAB4FB11)] | [added: | F-[9](#i587995f283574e27bcf47c84ecfae9fd_34) | | |]

We have audited the accompanying consolidated balance sheets of Nasdaq, Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 25, 2020] [added: 23, 2021] expressed an unqualified opinion thereon.

| | | [added: | | | |] Market Technology Revenue Recognition | [added: | |]

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F-1

F-2

*/s/ Ernst & Young LLP*

F-3

| Default funds and margin deposits | | | 3,942 | | | | | | 2,996 | | |

| Total Nasdaq stockholders’ equity | | | 6,433 | | | | | | 5,639 | | |

| Noncontrolling interests | | | 3 | | | | | | — | | |

| Total equity | | | 6,436 | | | | | | 5,639 | | |

F-4

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| Investment Intelligence | | | | | | | | | | | | | | | 908 | | | | | | 779 | | | | | | 714 | | |

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| Lars R. Wedenborn | | |

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F- 1

F- 2

February 25, 2020

F- 3

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F- 4

| Information Services | 779 | | | | 714 | | | | 588 | | |

F- 5

____________

F- 6

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| Issuance of Nasdaq common stock related to a prior acquisition | 1 | | | — | | | | 1 | | | — | | | | 1 | | | — | | |

F- 7

| Repayments of debt obligations | (1,215 | | ) | | (115 | | ) | | (708 | | ) |

F- 8

Customers on the platform are migrating their open interest to other exchanges.

Corporate Services

In October 2019, Nasdaq acquired CBE, a provider of corporate governance and compliance solutions for boards of directors, CEOs, corporate secretaries and general counsels.

Nasdaq combined CBE with its Nasdaq Governance Solutions business, which includes board portal and collaboration technology solutions.

We expect the combination will enhance Nasdaq's position as a leading provider of technology, research, insights and consultative services designed to advance governance excellence and collaboration at organizations worldwide.

As of December 31, 2018, BWise was classified as held for sale.

These businesses were part of the Corporate Solutions business, within our Corporate Services segment, prior to the date of sale.

For discussion of business segments, see Note 20, “Business Segments.”

Information Services

F- 9

As of December 31, 2019, we had 332 ETPs licensed to Nasdaq’s indexes which had $233 billion in AUM.

Our Investment Data & Analytics business is a leading content and analytics cloud-based solutions provider used by asset managers, investment consultants and asset owners to help facilitate better investment decisions.

In January 2019, we acquired Cinnober, a Swedish financial technology provider to brokers, exchanges and clearinghouses worldwide.

Market Technology provides technology solutions for trading, clearing, settlement, surveillance and information dissemination to markets with wide-ranging requirements, from the leading markets in the U.S., Europe and Asia to emerging markets in the Middle East, Latin America, and Africa.

Market Technology also provides market surveillance services to broker-dealer firms worldwide, as well as risk management solutions.

necessary for a fair statement of the results.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the consolidated financial statements and accompanying notes.