Nasdaq (NDAQ) 10-K risk factor changes: FY2021 vs FY2020

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

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

We are [removed: continuing to] closely [removed: monitor] [added: monitoring] the [removed: evolving] [added: continuing] 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.

[removed: In response to COVID-19,] [added: Throughout the pandemic,] we have shifted to having a majority of our staff work from home and have added additional network capacity and monitoring.

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 [removed: 2021.][added: 2022.]

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 [removed: government,] [added: of any] commercial and travel [removed: limitations are in place,] [added: limitations,] 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.

Our business performance is impacted by a number of factors, including general economic conditions, [added: current or expected inflation, interest rate fluctuations,] market volatility, changes in investment patterns and priorities, pandemics [added: (such as COVID-19)] 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 IR & ESG Services, a decline [removed: in trading volumes or values and deterioration of the economic welfare of our listed companies.]

[added: 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.

Our customers historically [removed: cut back on] [added: reduce] purchases of new services and technology when growth rates decline, thereby [removed: reducing] [added: diminishing] our opportunities to sell new products and services or upgrade existing products and services.

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

Although we currently maintain and expect to maintain multiple computer facilities that are designed to provide redundancy and back-up to reduce the risk of system [removed: disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate.]

Trading and clearing volumes and values are directly affected by economic, political and market conditions, broad trends in business and finance, unforeseen market closures or other [removed: disruptions in trading, the level and volatility of interest rates, inflation, changes in price levels of securities and the overall level of investor confidence.]

In recent years, and particularly in [removed: 2020,] [added: 2020 and 2021 as the pandemic continued,] trading and clearing volumes and values across our markets have fluctuated significantly depending on market conditions and other factors beyond our [removed: control, including the COVID-19 pandemic.][added: control.]

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

Due to COVID-19, most of our workforce [added: has, and] may continue [removed: to] [added: to,] work from [removed: home,] [added: home the majority of each week,] creating a broader and more distributed network footprint and increased reliance on the home networks of employees.

[removed: Any system issue, whether as a result of an intentional] breach, collateral damage from a new virus or a non-malicious act, could damage our reputation and cause us to lose customers, experience lower trading volumes or values, incur significant liabilities or otherwise have a negative impact on our business, financial condition and operating results.

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

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

Although we maintain clearing capital resources to serve as an additional layer of protection to help ensure that we are able to meet our obligations, these resources [added: also] may not be sufficient.

Foreign acquisitions involve risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, our ability [removed: to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries.]

As of December 31, [removed: 2020,] [added: 2021,] goodwill totaled [removed: $6.9] [added: $8.4] billion and intangible assets, net of accumulated amortization, totaled [added: $2.8 billion.]

We also invest in early-stage companies through our Nasdaq [removed: Venture] [added: Ventures] program and hold minority interests in other entities.

The issuance of additional equity in connection with any such transaction could be substantially [added: dilutive to existing shareholders.]

[removed: We allocate the total estimated purchase price to net tangible and identifiable intangible assets based on] their fair values as of the date of completion of the acquisition and record the excess of the purchase price over those fair values as goodwill.

Regulators have broad powers to impose fines, penalties or censure, issue cease-and-desist orders, prohibit operations, revoke licenses or registrations and impose other sanctions on our exchanges, broker-dealers, central securities [removed: depositories, clearinghouse and markets for violations of applicable requirements.]

Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, results of operations or [added: financial condition.]

In addition to increased regulatory obligations, implementation of a consolidated audit trail has resulted in significant additional expenditures, including to implement the new technology to meet any [added: of the] plan’s requirements.

Creating [added: the] CAT has required the development and implementation of complex and costly technology.

This development effort has been funded by the SROs (including Nasdaq) in exchange for promissory notes that Nasdaq expects to be repaid at such time that the SEC approves the assessment of fees for the funding of [added: the] CAT.

[removed: In addition, the ongoing failure to] timely launch or properly operate such technology exposes Nasdaq and other exchanges to SEC fines.

The SEC and FINRA impose rules that require notification when a broker-dealer’s net capital falls below certain predefined criteria, dictate the ratio [added: 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.]

[removed: The SEC, FINRA] and the national securities exchanges have introduced several initiatives to ensure the oversight, integrity and resilience of markets.

[added: The timing for the implementation of these] rules is currently unknown, and we believe they may take two [removed: to three] [added: or more] years to fully implement.

Although under current law we are immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, this immunity only [removed: covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.]

Our failure to maintain such ratings could reduce or eliminate our ability to issue commercial paper and adversely affect the [added: cost and other terms upon which we are able to obtain funding and increase our cost of capital.]

Our indebtedness as of December 31, [removed: 2020] [added: 2021] was [removed: $5.5] [added: $5.8] billion.

[added: Limited access to capital or credit in the future could have an impact on our ability to refinance debt,] maintain our credit rating, meet our regulatory capital requirements, engage in strategic initiatives, make acquisitions or strategic investments in other companies, pay dividends, repurchase our stock or react to changing economic and business conditions.

[removed: Should] [added: If] we need to raise funds through issuing additional equity, our equity holders will suffer dilution.

[removed: Should] [added: If] we need to raise funds through incurring additional debt, we may become subject to covenants more restrictive than those contained in our credit facilities, the indentures governing our notes and our other debt instruments.

The reopening of our global offices has created and may continue to create additional risks and operational challenges and may require us to make additional investments in the design, implementation and enforcement of new workplace health and safety protocols.

Even if we follow governmental guidance and what we believe to be best practices, our efforts to reopen our offices safely may not be successful and could expose our customers, employees, vendors and other stakeholders to health risks, and we could be exposed to associated liability.

Furthermore, additional and/or extended governmental restrictions, new regulations or other changing conditions could cause us to temporarily re-close certain offices.

in trading volumes or values and deterioration of the economic welfare of our listed companies.

disruptions and have facilities in place that are expected to maintain service during a system disruption, such systems and facilities may prove inadequate.

disruptions in trading, the level and volatility of interest rates, inflation, changes in price levels of securities and the overall level of investor confidence.

Any system issue, whether as a result of an intentional

Further, cybersecurity incidents that impact our vendors and other third parties that support our organization and industry could directly or indirectly impact us.

For example, in December 2021, the Log4j security vulnerability was widely publicized.

It did not have an impact to our business or operations, including our core market system environment.

There can be no assurance we will be able to identify and mitigate every incident involving cybersecurity attacks, breaches or incidents.

In the current tight labor market, we have intensified our efforts to recruit and retain talent.

We have, and may continue to, experience higher compensation costs to retain personnel, and hire new talent, that may not be offset by improved productivity, higher revenues or increased sales.

These parties

to enforce contracts in various jurisdictions, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Our access to cloud service provider infrastructure could be limited by a number of events, including technical or infrastructure failures, natural disasters or cybersecurity attacks.

As we continue to grow our SaaS businesses, our dependency on the continuing operation and availability of these cloud service providers increases.

If our cloud services from third party providers are unavailable to us for any reason, our clients may not be able to access our exchanges or certain of our cloud products or features, which could significantly impact our reputation, operations, business, and financial results.

For example, in 2022, we will begin to use AWS to migrate our North American markets to AWS in a phased approach, starting with Nasdaq MRX.

AWS operates a platform that we use to provide services to our clients, and therefore we are vulnerable to Nasdaq-specific service outages on the AWS platform.

If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or the migration experiences integration challenges, the successful migration of our exchanges to the AWS cloud platform may be significantly delayed, which may adversely affect our reputation and financial results.

There were no impairment charges recorded relating to goodwill and indefinite-lived intangible assets and there were no material impairment charges recorded relating to other long-lived assets in 2021, 2020 and 2019.

We allocate the total estimated purchase price to net tangible and identifiable intangible assets based on

depositories, clearinghouse and markets for violations of applicable requirements.

In addition, the ongoing failure to

As of December 31, 2021, we have accrued approximately $54 million as a receivable in connection with our portion of expenses related to the CAT implementation.

The SEC, FINRA

covers certain of our activities in the U.S., and we could be exposed to liability under national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.

Although we monitor developments, including social media, for areas of potential risk to our brand and reputation, negative publicity or misrepresentations by third parties, particularly on social media, may adversely impact our credibility as a leader in the global capital markets and as a source for data and analytics, and may have an adverse effect on our brands, business and operating results.

In addition, time-

- volatility in commodity markets, including the energy markets;

- the imposition of governmental economic sanctions on countries in which we do business or where we plan to expand our business;

revenue fluctuations on our operating results.

There is an

Additionally, if the SEC or other federal regulatory agencies impose comprehensive reporting obligations regarding climate change on public companies, there may be a decrease in new listings or an increase in de-listings of our listed companies, which may adversely affect our business, financial condition and operating results.

Such new regulations, whether in the U.S. or in other countries in which we operate, could also cause us to incur additional compliance and reporting costs.

vandalism.

If any of*

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.

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.

Professional subscriptions to our data products are at risk if staff

Current initiatives being considered by regulators and governments could have a material adverse effect on overall trading and clearing volumes or values.

If our exchanges are perceived to be less

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

In addition, one of our broker-dealer subsidiaries, Execution Access, has a clearing arrangement with the Industrial and Commercial Bank of China Financial Services LLC, or ICBC.

As of December 31, 2020, we have contributed $13 million of clearing deposits to ICBC in connection with this clearing arrangement.

Some of the trading activity in Execution Access is cleared by ICBC through the Fixed Income Clearing Corporation.

Execution Access assumes the counterparty risk of clients that do not clear through the Fixed Income Clearing Corporation.

Counterparty risk of clients exists for Execution Access between the trade date and settlement date of the individual transactions, which is at least one business day (or more, if specified by the U.S. Treasury issuance calendar).

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 risk.

Daily position trading limits are also enforced for such counterparties.

Although we believe that the potential for us to be required to make payments under these arrangements is mitigated through the pledged collateral and our risk management policies, no guarantee can be provided that these arrangements will at all times be sufficient.

$2.3 billion.

There was no impairment of goodwill for the years ended December 31, 2020, 2019 and 2018, and there were no indefinite-lived intangible asset impairment charges in 2020, 2019 and 2018.

dilutive to existing shareholders.

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.

The timing for the implementation of these

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

Limited access to capital or credit in the future could have an impact on our ability to refinance debt,

the accuracy of calculations used by our Indexes business for indexes and unit investment trusts;

trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, clients, strategic partners, employees and others.

Therefore, our non-U.S. operations are subject to the risk inherent in the international environment.

locations could adversely affect our operations and financial results.

the responsibility for regularly reviewing risks and referring significant risks to the board of directors or specific board committees.

Accordingly, there can be no guarantee that we will pay future dividends to our stockholders.

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: 2020] [added: 2021] and December 31, [removed: 2019.][added: 2020.]

Discussion of fiscal year [removed: 2018] [added: 2020] items and 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] 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: 2019,] [added: 2020,] which was previously filed with the SEC on February [removed: 25, 2020.][added: 23, 2021.]

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

[removed: Sources of Revenues and Transaction-Based Expenses][added: | Transaction-based expenses: | | | | | | | | | | | | | | | | | | | | |]

See [removed: “Revenue Recognition and Transaction-Based Expenses,” of] Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements for further discussion of [removed: our sources of revenues and transaction-based expenses.][added: this adjustment.]

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

| | | | | | | [removed: | | | | | |] [added: 2021] | | | | | | 2020 | | | | | | 2019 | | | [removed: | | | 2018 | | | | | |]

| [removed: Market Services | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: Market Services] | | | [added: 3,407] | | |

| [removed: Equity] [added: Equity] Derivative Trading and [removed: Clearing | | | | | | | | | | | | | | |] [added: Clearing Revenues] | | | [added: $] | [added: 1,469] | | [added: $] | [added: 1,258] | | [added: $] | [added: 816] | | | | | [added: 16.8] | | [added: %] | [added: 54.2] | | [added: %] |

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

| Total industry average daily volume (in millions) | | | [removed: | | | | | | | | |] [added: 37.2] | | | | | | 27.7 | | | | | | 17.5 | | | [removed: | | | 18.2 | | | | | |]

| Nasdaq PHLX matched market share | | | [removed: | | | | | | | | |] [added: 12.4] | | [added: %] | | | | 12.7 | | % | | | | 15.9 | | % | [removed: | | | 15.7 | | % | | | |]

| The Nasdaq Options Market matched market share | | | [removed: | | | | | | | | |] [added: 8.1] | | [added: %] | | | | 9.8 | | % | | | | 8.8 | | % | [removed: | | | 9.4 | | % | | | |]

| Nasdaq BX Options matched market share | | | [removed: | | | | | | | | | | | | | | | 0.2] [added: 1.4] | | % | | | | 0.2 | | % | | | | [removed: 0.4] [added: 0.2] | | % | [removed: | | |]

| Nasdaq ISE Options matched market share | | | [removed: | | | | | | | | |] [added: 6.6] | | [added: %] | | | | 7.8 | | % | | | | 9.0 | | % | [removed: | | | 8.8 | | % | | | |]

| Nasdaq GEMX Options matched market share | | | [removed: | | | | | | | | |] [added: 4.3] | | [added: %] | | | | 5.6 | | % | | | | 4.2 | | % | [removed: | | | 4.5 | | % | | | |]

| Nasdaq MRX Options matched market share | | | [removed: | | | | | | | | |] [added: 1.6] | | [added: %] | | | | 0.7 | | % | | | | 0.2 | | % | [removed: | | | 0.1 | | % | | | |]

| Total matched market share executed on Nasdaq’s exchanges | | | [removed: | | | | | | | | |] [added: 34.4] | | [added: %] | | | | 36.8 | | % | | | | 38.3 | | % | [removed: | | | 38.9 | | % | | | |]

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

| Total average daily volume of options and futures [removed: contracts(1) | | | | | | | | |] [added: contracts] | | | [added: 287,182] | | | | | | 320,204 | | | | | | 366,289 | | | [removed: | | | 339,139 | | | | | |]

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

| Total industry average daily share volume (in billions) | | | [removed: | | | | | | | | |] [added: 11.4] | | | | | | 10.9 | | | | | | 7.0 | | | [removed: | | | 7.3 | | | | | |]

| Matched share volume (in billions) | | | [removed: | | | | | | | | |] [added: 491.9] | | | | | | 508.3 | | | | | | 348.1 | | | [removed: | | | 358.5 | | | | | |]

| The Nasdaq Stock Market matched market share | | | [removed: | | | | | | | | |] [added: 15.8] | | [added: %] | | | | 16.8 | | % | | | | 17.2 | | % | [removed: | | | 15.9 | | % | | | |]

| Nasdaq BX matched market share | | | [removed: | | | | | | | | |] [added: 0.6] | | [added: %] | | | | 0.9 | | % | | | | 1.7 | | % | [removed: | | | 2.8 | | % | | | |]

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

| Total matched market share executed on Nasdaq’s exchanges | | | [removed: | | | | | | | | |] [added: 17.1] | | [added: %] | | | | 18.3 | | % | | | | 19.6 | | % | [removed: | | | 19.5 | | % | | | |]

| Market share reported to the FINRA/Nasdaq Trade Reporting Facility | | | [removed: | | | | | | | | |] [added: 34.9] | | [added: %] | | | | 31.8 | | % | | | | 29.8 | | % | [removed: | | | 31.3 | | % | | | |]

| Total market [removed: share(2) | | | | | | | | |] [added: share] | | | [added: 52.0] | | [added: %] | | | | 50.1 | | % | | | | 49.4 | | % | [removed: | | | 50.8 | | % | | | |]

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

| Average daily number of equity trades executed on Nasdaq’s exchanges | | | [removed: | | | | | | | | |] [added: 1,036,523] | | | | | | 933,822 | | | | | | 590,705 | | | [removed: | | | 618,579 | | | | | |]

| Total average daily value of shares traded (in billions) | | | [removed: | | | | | | | | |] [added: $] | [added: 6.4] | | | | | $ | 5.6 | | | | | $ | 4.5 | | [removed: | | | $ | 5.6 | | | | |]

| Total market share executed on Nasdaq’s exchanges | | | [removed: | | | | | | | | |] [added: 76.9] | | [added: %] | | | | 78.1 | | % | | | | 72.8 | | % | [removed: | | | 68.8 | | % | | | |]

| [removed: Corporate Platforms | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: Corporate Platforms] | | | [added: 470] | | |

| *IPOs* | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| The Nasdaq Stock Market | | | [removed: | | | | | | | | |] [added: 752] | | | | | | 316 | | | | | | 188 | | | [removed: | | | 186 | | | | | |]

| Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic | | | [removed: | | | | | | | | |] [added: 174] | | | | | | 45 | | | | | | 34 | | | [removed: | | | 53 | | | | | |]

| *Total new listings* | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| The Nasdaq Stock [removed: Market(4) | | | | | | | | |] [added: Market] | | | [added: 1,000] | | | | | | 454 | | | | | | 313 | | | [removed: | | | 303 | | | | | |]

See “Part I, Item 1.

Business” for additional discussion on recent developments and highlights.

The comparability of our results of operations between reported periods is impacted by the acquisition of Verafin in February 2021 and the divestiture of our U.S. Fixed Income business, which was part of our FICC business within our Market Services segment in June 2021.

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The ARR chart includes:

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The following chart summarizes our quarterly annualized SaaS revenues for our Solutions Segments, which is comprised of Market Technology, Investment Intelligence and Corporate Platforms, for the fourth quarter of 2021, 2020 and 2019 (in millions):

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| Investment Intelligence | | | | | | 1,076 | | | 898 | | | 768 | | | | | | 19.8 | | % | 16.9 | | % |

| Corporate Platforms | | | | | | 613 | | | 521 | | | 490 | | | | | | 17.7 | | % | 6.3 | | % |

| Market Services | | | | | | 3,707 | | | 3,818 | | | 2,616 | | | | | | (2.9) | | % | 45.9 | | % |

| Other revenues | | | | | | 27 | | | 31 | | | 46 | | | | | | (12.9) | | % | (32.6) | | % |

| Total revenues | | | | | | 5,886 | | | 5,625 | | | 4,258 | | | | | | 4.6 | | % | 32.1 | | % |

| Transaction rebates | | | | | | (2,168) | | | (2,028) | | | (1,324) | | | | | | 6.9 | | % | 53.2 | | % |

 

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

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.”

Key Drivers

The following table and charts include key drivers and other metrics for our Market Services, Corporate Platforms, Investment Intelligence and Market Technology segments.

In evaluating the performance of our business, our senior management closely evaluates these key drivers.

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

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

| Cash Equity Trading | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| FICC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Fixed Income* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. fixed income volume ($ billions traded) | | | | | | | | | | | | | | | | | | $ | 6,169 | | | | | $ | 10,465 | | | | | $ | 15,983 | | | | |

| Total average daily volume of Nasdaq Nordic and Nasdaq Baltic fixed income contracts | | | | | | | | | | | | | | | | | | 103,379 | | | | | | 112,738 | | | | | | 132,475 | | | | | |

| *Commodities* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Power contracts cleared (TWh)(3) | | | | | | | | | | | | | | | | | | 956 | | | | | | 842 | | | | | | 1,067 | | | | | |

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

| Annualized recurring revenue, or ARR (in millions)(9) | | | | | | | | | | | | | | | | | | $ | 283 | | | | | $ | 260 | | | | | $ | 222 | | | | |

____________

(3) Transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by Terawatt hours (TWh).

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:

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):

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

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

| Market Services | | | | | | | | | | | | | | | | | | | | | | | | $ | 3,832 | | | | | $ | 2,639 | | | | | $ | 2,709 | | | | | 45.2 | | % | | | | (2.6) | | % |

| Transaction-based expenses | | | | | | | | | | | | | | | | | | | | | | | | (2,724) | | | | | | (1,727) | | | | | | (1,751) | | | | | | 57.7 | | % | | | | (1.4) | | % |

| Market Services revenues less transaction-based expenses | | | | | | | | | | | | | | | | | | | | | | | | 1,108 | | | | | | 912 | | | | | | 958 | | | | | | 21.5 | | % | | | | (4.8) | | % |

| Corporate Platforms | | | | | | | | | | | | | | | | | | | | | | | | 530 | | | | | | 496 | | | | | | 487 | | | | | | 6.9 | | % | | | | 1.8 | | % |

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

| Other revenues(1) | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 10 | | | | | | 97 | | | | | | (100.0) | | % | | | | (89.7) | | % |

(1) For the year ended December 31, 2019 and 2018, other revenues include the revenues from the BWise enterprise governance, risk and compliance software platform, which was sold in March 2019, and for the year ended December 31, 2018, other revenues also include revenues from the Public Relations Solutions and Digital Media Services businesses which were sold in April 2018.

| Market Services Revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity Derivative Trading and Clearing Revenues(1) | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,258 | | | | | $ | 816 | | | | | $ | 849 | | | | | 54.2 | | % | | | | (3.9) | | % |

| FICC Revenues | | | | | | | | | | | | | | | | | | | | | | | | 64 | | | | | | 70 | | | | | | 92 | | | | | | (8.6) | | % | | | | (23.9) | | % |

| Transaction rebates | | | | | | | | | | | | | | | | | | | | | | | | (1) | | | | | | (3) | | | | | | (8) | | | | | | (66.7) | | % | | | | (62.5) | | % |

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

See [added: “2021 Divestiture,” of] Note [removed: 1, “Organization] [added: 4, “Acquisitions] and [removed: Nature of Operations,”] [added: Divestiture,”] to the consolidated financial statements for further [removed: discussion.][added: discussion of this transaction.]

[removed: ][added: ]

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

Under the strategic direction that we have been implementing over the past [removed: four] [added: five] years, we have focused on maximizing the resources, people and capital allocated to our largest growth [removed: opportunities, particularly in our Market Technology and 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.][added: opportunities.]

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

We have increased investment in [removed: areas] [added: fast-growing markets] that we believe help solve our clients’ biggest challenges and are likely to generate growth for our stockholders.

These areas include: the index and analytics business within our Investment Intelligence segment; [added: broader governance technology and consultative solutions, including] ESG-focused solutions, within our Corporate Platforms segment; and [added: anti-financial crime solutions and trade surveillance in] our Market Technology [removed: segment (including our anti-financial crime technology business).][added: segment.]

In February 2021, we completed the acquisition of Verafin, a provider of anti-financial [added: crime management solutions, which is part of our Market Technology segment.]

- *Enhancing Our Foundation.* As we strive to grow our business, we [removed: also] have [added: also] 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.

In [removed: February] [added: June] 2021, we [removed: entered into an agreement to sell] [added: sold] our U.S. [removed: fixed income] [added: Fixed Income] business.

Together, our combined options market share in [removed: 2020] [added: 2021] represented the largest share of the U.S. market for all categories, including single-exchange-listed options products.

Our options trading platforms provide trading opportunities to both retail investors, algorithmic trading firms and market makers, who tend to prefer electronic trading, and institutional investors, who typically [removed: pursue more complex trading strategies and] [added: require high touch services to execute their trades, which are] often [removed: trade] [added: performed] on [removed: the floor.][added: our trading floor in Philadelphia.]

In Europe, Nasdaq operates exchanges in Stockholm (Sweden), Copenhagen (Denmark), Helsinki (Finland), and Reykjavik [removed: (Iceland).][added: (Iceland) as well as the clearing operations of Nasdaq Clearing, as Nasdaq Nordic.]

We also operate exchanges in Tallinn (Estonia), Riga (Latvia) and Vilnius [removed: (Lithuania).][added: (Lithuania) as Nasdaq Baltic.]

Our FICC business includes [removed: the U.S. and European portions of the] Nasdaq Fixed Income, or NFI, [removed: business] [added: offering trading] and [added: clearing services for fixed income products in Europe and] Nasdaq Commodities.

[removed: The] [added: In June 2021, we sold our] U.S. [removed: portion of Nasdaq] Fixed Income [removed: includes] [added: business, which included] an electronic platform for [added: the] trading [added: of] U.S. Treasuries.

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

Nasdaq is the largest bond listing venue in the Nordics, with more than [removed: 5,800] [added: 5,600] listed retail and institutional bonds.

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

[removed: We also offer the] [added: In April 2021, we launched WorkX, an upgraded version of] Nasdaq Workstation, a browser-based, front-end interface that allows market participants to view data and enter orders, quotes and trade reports.

In January 2020, we commenced an orderly wind-down of this broker services [removed: operations] business.

We expect this wind-down to continue through [removed: 2021.][added: the second quarter of 2022.]

These businesses deliver critical capital market and [removed: governance] [added: ESG] solutions across the lifecycle of public and private companies.

We operate a variety of listing platforms around the world to provide multiple global capital raising solutions for [removed: private and] public companies.

As of December 31, [removed: 2020,] [added: 2021,] a total of [removed: 3,392] [added: 4,178] companies listed securities on The Nasdaq Stock Market, with [removed: 1,476] [added: 1,632] listings on The Nasdaq Global Select Market, [removed: 907] [added: 1,169] on The Nasdaq Global Market and [removed: 1,009] [added: 1,377] on The Nasdaq Capital Market.

In [removed: 2020,] [added: 2021,] The Nasdaq Stock Market attracted [removed: 454] [added: 1,000] new listings, including [removed: 316] [added: 752] IPOs, representing [removed: 67%] [added: 73%] of U.S. IPOs in [removed: 2020.][added: 2021.]

Of the [removed: 316] [added: 752] IPOs that listed on The Nasdaq Stock Market, [removed: 184] [added: 319] were operating companies, representing [removed: 83%] [added: 76%] of all operating company IPOs in [removed: 2020] [added: 2021] and [removed: a 53% win rate among SPACs.][added: 71% of SPACs IPOs.]

| Switches from the New York Stock Exchange LLC, or NYSE and the NYSE American LLC, or NYSE American | | | [removed: 20] [added: 33] | | |

| Upgrades from OTC | | | [removed: 46] [added: 112] | | |

| ETPs and Other Listings | | | [removed: 72] [added: 103] | | |

During [removed: 2020,] [added: 2021,] we had [removed: 20] [added: 33] new listings resulting from companies switching their listings from NYSE or NYSE American to join Nasdaq.

Together with companies that transferred additional securities to Nasdaq during [removed: 2020,] [added: 2021,] an aggregate of [removed: $282] [added: $361] billion in global equity market capitalization switched to Nasdaq.

In [removed: 2020,] [added: 2021,] a total of [removed: 67] [added: 207] new companies listed on our Nordic and Baltic [removed: exchanges and Nasdaq First North.][added: exchanges.]

In addition, 12 companies upgraded their listings from Nasdaq First North to [removed: the Nordic and Baltic exchanges.][added: Nasdaq Main Market.]

As of December 31, [removed: 2020, 86] [added: 2021, 107] corporate bonds were listed on the Corporate Bond exchange.

Our U.S. corporate bond listing offering won [removed: 11] [added: 23] new issues and we added [removed: 20] [added: five] existing bond listings that transferred from the NYSE.

As of December 31, [removed: 2020,] [added: 2021,] we provided IR & ESG Services [removed: products and services] [added: offerings] in the following key areas:

We offer a global team of consultative experts that deliver advisory services including [removed: Strategic Capital Intelligence,] [added: Equity Surveillance &] Shareholder [removed: Identification] [added: Analysis, Investor Engagement] and Perception Studies, as well as an industry-leading platform, Nasdaq IR [removed: Insight,] [added: Insight®,] to investor relations [removed: professionals.][added: professionals and executive teams.]

These solutions allow investor relations officers [added: and executives] 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.

Our Strategy:

These opportunities, which include anti-financial crime and market infrastructure technology solutions, analytics and workflows for investment managers and asset owners, and ESG solutions, constitute large and growing opportunities where we feel our strengths in technology, analytics and capital markets expertise, combined with our expansive client network, position us to meet our clients’ evolving needs.

We are also committed to investing to maintain the strong competitive positioning of our foundational marketplace and corporate businesses, as well as over time reducing capital allocated to areas that we believe are less strategic to our clients and which have less long-term growth potential within Nasdaq.

In December 2021, we completed the acquisition of QDiligence, a provider of software that facilitates digital director and officer questionnaires and self-evaluations for directors and corporate secretaries.

We plan to integrate QDiligence as part of the Nasdaq Governance Solutions business.

In December 2021, we announced a multi-year partnership with Amazon Web Services, or AWS, to migrate our North American exchanges to the cloud.

Nasdaq will utilize a new edge computing solution that was co-designed by Nasdaq and AWS for market infrastructure.

The partnership with AWS will also further our strategy with our market infrastructure clients, including banks, clearing houses, central securities depositories and regulators that rely on us for their core trading, clearing and settlement and surveillance technology.

We believe these offerings can provide such clients with added agility in adjusting to changing industry dynamics.

We plan to work with AWS to develop viable cloud choices that include public-cloud and hybrid models.

The collaboration with AWS also includes opportunities to explore other ways to leverage AWS’s cloud capabilities across our other businesses, including our anti-financial crime and data and analytics businesses.

During 2021, we continued to build out our SaaS business portfolio by extending and migrating our current offerings to SaaS.

Across our product portfolio, ranging from our Marketplace Service Platform to our Surveillance offerings, we added more than 25 new SaaS customers.

Additionally, our Verafin solutions are offered to our clients entirely on a SaaS basis.

*Anti Financial Crime Technology*

Integrity of markets is core to everything we do at Nasdaq.

We have seen a growing demand globally for our products and services within the Anti Financial Crime Technology business.

*Market Infrastructure Technology*

Recently, we have seen a growing demand for our products and service outside of the traditional capital markets.

Our Investment Intelligence segment includes our Market Data, Index and Analytics businesses.

For investment management firms, investment banks and other investors, the platform powers data-driven decision-making for users across the globe via universal APIs, and provides for highly efficient data discovery and delivery.

Additionally, our Data Fabric solution, launched in 2021, enables investment firms to leverage the technology and team that powers Nasdaq Data Link to manage their own internal data with greater speed and efficiency.

Nasdaq featured the year's largest IPO as well as the largest direct listing by first trade volume.

| IPOs | | | 752 | | |

| Total | | | 1,000 | | |

Notable switches in 2021 included Honeywell, Palo Alto Networks and Lucid Group.

As of December 31, 2021, a total of 1,235 companies listed securities on our Nordic and Baltic exchanges.

During 2021, we announced a joint venture with several financial institutions to establish an institutional-grade, centralized secondary trading venue for issuers, brokers, shareholders and prospective investors of private company stock.

We contributed our Nasdaq Private Market platform to this new, standalone, independent company, of which we own the largest minority interest.

Nasdaq Private Market’s existing technology, client relationships and regulatory infrastructure will provide the foundation for the joint venture to develop a full suite of liquidity solutions for private companies.

Private companies, brokers and investors

will be able to access, connect, manage and execute their private company stock transactions through a global marketplace and customized technology solutions.

The platform will continue to manage and support private company stock transactions including tender offers, buy-side book-building, auctions, investor block trades, company directed windows of liquidity and pre-direct listing continuous trading.

In addition, the platform will provide end-to-end settlement process management and an inter-broker global marketplace through its existing ATS for all customers, from employees to institutions, to access and transact.

- *Environmental, Social and Governance Solutions*.

Our ESG Advisory practice helps companies analyze, assess and action best practices to attract long-term capital.

In December 2021, we enhanced our position as a provider of governance technology and consultative solutions with the acquisition of QDiligence, a provider of software that facilitates digital director and officer questionnaires and self-evaluations for boards of directors and corporate secretaries.

Additionally, in June 2021, we completed the acquisition of a majority stake in Puro.earth, a Finnish-based leading marketplace for carbon removal.

Puro.earth offers industrial carbon removal instruments that are verifiable and tradable through an open, online platform.

The addition of Puro.earth’s marketplace capabilities to our suite of ESG-focused technologies and workflow solutions gives our clients further resources to successfully achieve their ESG objectives.

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

The chart below shows our historical evolution from 1971 through the present.

Since our transformative combination with OMX AB in 2008, we have grown our business both organically and through acquisitions that have expanded our operations globally and increasingly diversified our product and service offerings.

This evolution was driven by our ability to create opportunities in areas adjacent to our core businesses, many

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

Our Strategy: Our strategic direction is driven by our continuous examination of: (i) key macroeconomic, regulatory and technology trends, (ii) consultation with our clients about short- and long-term trends in their businesses and (iii) the competitive landscape.

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

Additionally, we will continue to execute on our strategy to reduce capital and resources in areas that we believe are not as strategic to our clients and have less growth potential within Nasdaq.

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.

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.

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.

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

The electronic trading platform provides real-time institutional trading of benchmark U.S. Treasury securities.

Through this business, we provide trading access to the U.S. Treasury securities market with an array of trading instruments to meet various investment goals across the fixed income spectrum.

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.

income derivatives in a unique market structure.

| IPOs | | | 316 | | |

| Total | | | 454 | | |

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

securities on our Nordic and Baltic exchanges and Nasdaq First North.

Our Listing Services business also includes NPM, which provides liquidity solutions for private companies to enable employees, investors, and companies to execute transactions.

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

board members and teams can work faster and more effectively.

Our Investment Intelligence segment is organized into the following businesses:

- Market Data;

- Index; and

- Analytics.

priced data feeds.

additional data for our more than 46,000 indexes that we operate.

For investment management firms, investment banks and other investors, we provide predictive insights to inform investment decisions from discovered data.

Our solutions can also be used in the creation of

During 2020, we advanced our strategic goals in order to establish a comprehensive SaaS business with a broad and interconnected portfolio by extending and migrating our current offerings to services.

We created a cross-discipline transformation program, successfully migrated our Nasdaq Market Surveillance offering for marketplaces and regulators, advanced our Universal Matching Service, which is a cloud-optimize matching service, and launched our new SaaS marketplace platform layer, the Nasdaq Marketplace Services Platform, which leverages the NFF.

We added 10 SaaS market infrastructure customers and 17 market participant customers, and established a partnership with Microsoft to deliver our Marketplace Services Platform via Microsoft’s Azure cloud platform.

*Market Infrastructure Operators (MIO) & New Markets Portfolio*

During 2020, we continued to invest in the NFF by enabling emerging technologies, including integrating technology for issuance and settlement of securities, cloud-enabled trading and clearing, and machine learning applications.

In 2020, we also

| | | | For the fiscal year ended | | | December 31, [removed: 2020] [added: 2021] | | |

| [removed: 1.75%] [added: 0.900%] Senior Notes due [removed: 2023] [added: 2033] | | | | | | [removed: NDAQ23] [added: NDAQ33] | | | | | | The Nasdaq Stock Market | | |

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $13.6] [added: $21.0] billion (this amount represents approximately [removed: 114.4] [added: 119.3] million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of [removed: $119.47] [added: $175.80] of the common stock on The Nasdaq Stock Market on such date).

| Class | | | | | | Outstanding at February [removed: 11, 2021] [added: 14, 2022] | | | | | |

| Common Stock, $0.01 par value per share | | | | | | [removed: 164,795,634] [added: 164,412,114] | | | shares | | |

| Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | | | | | |

| Item 1A. | | | [Risk [removed: Factors](#i587995f283574e27bcf47c84ecfae9fd_214)] [added: Factors](#i9ecf2d8b4a9144cbba8a3298cdb989e8_211)] | | | [removed: [17](#i587995f283574e27bcf47c84ecfae9fd_214)] [added: [18](#i9ecf2d8b4a9144cbba8a3298cdb989e8_211)] | | |

| Item 1B. | | | [removed: [Unresolved](#i587995f283574e27bcf47c84ecfae9fd_271) [](#i587995f283574e27bcf47c84ecfae9fd_271)[Staff](#i587995f283574e27bcf47c84ecfae9fd_271) [](#i587995f283574e27bcf47c84ecfae9fd_271)[Comments](#i587995f283574e27bcf47c84ecfae9fd_271)] [added: [Unresolved Staff Comments](#i9ecf2d8b4a9144cbba8a3298cdb989e8_214)] | | | [removed: [31](#i587995f283574e27bcf47c84ecfae9fd_271)] [added: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_214)] | | |

| Item [removed: 2] [added: 2.] | | | [removed: [Properties](#i587995f283574e27bcf47c84ecfae9fd_217)] [added: [Properties](#i9ecf2d8b4a9144cbba8a3298cdb989e8_217)] | | | [removed: [31](#i587995f283574e27bcf47c84ecfae9fd_217)] [added: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_217)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i587995f283574e27bcf47c84ecfae9fd_181)] [added: Proceedings](#i9ecf2d8b4a9144cbba8a3298cdb989e8_175)] | | | [removed: [31](#i587995f283574e27bcf47c84ecfae9fd_181)] [added: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_175)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i587995f283574e27bcf47c84ecfae9fd_193)] [added: Disclosures](#i9ecf2d8b4a9144cbba8a3298cdb989e8_187)] | | | [removed: [31](#i587995f283574e27bcf47c84ecfae9fd_193)] [added: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_187)] | | |

| Item 5. | | | [removed: [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] [added: [Market for Registrant's Common Equity, Related Stockholder] Matters and Issuer Purchases of Equity [removed: Securities](#i587995f283574e27bcf47c84ecfae9fd_187)] [added: Securities](#i9ecf2d8b4a9144cbba8a3298cdb989e8_181)] | | | [removed: [31](#i587995f283574e27bcf47c84ecfae9fd_187)] [added: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_181)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i587995f283574e27bcf47c84ecfae9fd_109)] [added: Operations](#i9ecf2d8b4a9144cbba8a3298cdb989e8_109)] | | | [removed: [34](#i587995f283574e27bcf47c84ecfae9fd_109)] [added: [35](#i9ecf2d8b4a9144cbba8a3298cdb989e8_109)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i587995f283574e27bcf47c84ecfae9fd_229)] [added: Risk](#i9ecf2d8b4a9144cbba8a3298cdb989e8_238)] | | | [removed: [58](#i587995f283574e27bcf47c84ecfae9fd_229)] [added: [55](#i9ecf2d8b4a9144cbba8a3298cdb989e8_238)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i587995f283574e27bcf47c84ecfae9fd_238)] [added: Data](#i9ecf2d8b4a9144cbba8a3298cdb989e8_241)] | | | [removed: [58](#i587995f283574e27bcf47c84ecfae9fd_238)] [added: [55](#i9ecf2d8b4a9144cbba8a3298cdb989e8_241)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i587995f283574e27bcf47c84ecfae9fd_244)] [added: Disclosure](#i9ecf2d8b4a9144cbba8a3298cdb989e8_244)] | | | [removed: [58](#i587995f283574e27bcf47c84ecfae9fd_244)] [added: [55](#i9ecf2d8b4a9144cbba8a3298cdb989e8_244)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i587995f283574e27bcf47c84ecfae9fd_175)] [added: Procedures](#i9ecf2d8b4a9144cbba8a3298cdb989e8_169)] | | | [removed: [58](#i587995f283574e27bcf47c84ecfae9fd_175)] [added: [55](#i9ecf2d8b4a9144cbba8a3298cdb989e8_169)] | | |

| Item 9B. | | | [Other [removed: Information](#i587995f283574e27bcf47c84ecfae9fd_196)] [added: Information](#i9ecf2d8b4a9144cbba8a3298cdb989e8_190)] | | | [removed: [61](#i587995f283574e27bcf47c84ecfae9fd_196)] [added: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_190)] | | |

| Item 10. | | | [removed: [Directors,](#i587995f283574e27bcf47c84ecfae9fd_220) [](#i587995f283574e27bcf47c84ecfae9fd_220)[Executive] [added: [Directors, Executive] Officers and Corporate [removed: Governance](#i587995f283574e27bcf47c84ecfae9fd_220)] [added: Governance](#i9ecf2d8b4a9144cbba8a3298cdb989e8_256)] | | | [removed: [61](#i587995f283574e27bcf47c84ecfae9fd_220)] [added: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_256)] | | |

| Item 11. | | | [removed: [Executive](#i587995f283574e27bcf47c84ecfae9fd_256) [](#i587995f283574e27bcf47c84ecfae9fd_256)[Compensation](#i587995f283574e27bcf47c84ecfae9fd_256)] [added: [Executive Compensation](#i9ecf2d8b4a9144cbba8a3298cdb989e8_259)] | | | [removed: [61](#i587995f283574e27bcf47c84ecfae9fd_256)] [added: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_259)] | | |

| Item 12. | | | [removed: [Security](#i587995f283574e27bcf47c84ecfae9fd_259) [](#i587995f283574e27bcf47c84ecfae9fd_259)[Ownership](#i587995f283574e27bcf47c84ecfae9fd_259) [of](#i587995f283574e27bcf47c84ecfae9fd_259) [Certain Beneficial](#i587995f283574e27bcf47c84ecfae9fd_259) [](#i587995f283574e27bcf47c84ecfae9fd_259)[Owners](#i587995f283574e27bcf47c84ecfae9fd_259) [and](#i587995f283574e27bcf47c84ecfae9fd_259) [Management](#i587995f283574e27bcf47c84ecfae9fd_259) [](#i587995f283574e27bcf47c84ecfae9fd_259)[and](#i587995f283574e27bcf47c84ecfae9fd_259) [](#i587995f283574e27bcf47c84ecfae9fd_259)[Related] [added: [Security Ownership of Certain Beneficial Owners and Management and Related] Stockholder [removed: Matters](#i587995f283574e27bcf47c84ecfae9fd_259)] [added: Matters](#i9ecf2d8b4a9144cbba8a3298cdb989e8_262)] | | | [removed: [61](#i587995f283574e27bcf47c84ecfae9fd_259)] [added: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_262)] | | |

| Item 13. | | | [removed: [Certain](#i587995f283574e27bcf47c84ecfae9fd_265) [](#i587995f283574e27bcf47c84ecfae9fd_265)[Relationships](#i587995f283574e27bcf47c84ecfae9fd_265) [](#i587995f283574e27bcf47c84ecfae9fd_265)[and](#i587995f283574e27bcf47c84ecfae9fd_265) [](#i587995f283574e27bcf47c84ecfae9fd_265)[Related] [added: [Certain Relationships and Related] Transactions, and Director [removed: Independence](#i587995f283574e27bcf47c84ecfae9fd_265)] [added: Independence](#i9ecf2d8b4a9144cbba8a3298cdb989e8_268)] | | | [removed: [61](#i587995f283574e27bcf47c84ecfae9fd_265)] [added: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_268)] | | |

| Item 14. | | | [removed: [Principal](#i587995f283574e27bcf47c84ecfae9fd_268) [](#i587995f283574e27bcf47c84ecfae9fd_268)[Accounting](#i587995f283574e27bcf47c84ecfae9fd_268) [](#i587995f283574e27bcf47c84ecfae9fd_268)[Fees] [added: [Principal Accounting Fees] and [removed: Services](#i587995f283574e27bcf47c84ecfae9fd_268)] [added: Services](#i9ecf2d8b4a9144cbba8a3298cdb989e8_271)] | | | [removed: [62](#i587995f283574e27bcf47c84ecfae9fd_268)] [added: [58](#i9ecf2d8b4a9144cbba8a3298cdb989e8_271)] | | |

| Item 15. | | | [removed: [Exhibits,](#i587995f283574e27bcf47c84ecfae9fd_292) [](#i587995f283574e27bcf47c84ecfae9fd_292)[Financial] [added: [Exhibits, Financial] Statement [removed: Schedules](#i587995f283574e27bcf47c84ecfae9fd_292)] [added: Schedules](#i9ecf2d8b4a9144cbba8a3298cdb989e8_277)] | | | [removed: [62](#i587995f283574e27bcf47c84ecfae9fd_292)] [added: [58](#i9ecf2d8b4a9144cbba8a3298cdb989e8_277)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i587995f283574e27bcf47c84ecfae9fd_289)] [added: Summary](#i9ecf2d8b4a9144cbba8a3298cdb989e8_280)] | | | [removed: [65](#i587995f283574e27bcf47c84ecfae9fd_289)] [added: [61](#i9ecf2d8b4a9144cbba8a3298cdb989e8_280)] | | |

[removed: 2021] [added: 2023] Notes: €600 million aggregate principal amount of [removed: 3.875%] [added: 1.75%] senior unsecured [removed: notes due June 7, 2021,] [added: notes;] repaid in full and terminated in [removed: March 2020][added: August 2021]

2022 Notes: $600 million aggregate principal amount of [removed: 0.455%] [added: 0.445%] senior unsecured notes due December 21, 2022

[removed: 2023] [added: 2033] Notes: [removed: €600] [added: €615] million aggregate principal amount of [removed: 1.75%] [added: 0.900%] senior unsecured notes due [removed: May 19, 2023][added: July 30, 2033]

Proxy Statement: Nasdaq's Definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders

While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in [added: the] “Item 1A.

Risk Factors” [added: section] in this Annual Report on Form 10-K.

*•the [removed: potential] [added: ongoing] impact of the COVID-19 pandemic and the response of governments and other third parties on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our customers, suppliers or business partners.*

- *economic, political and market conditions and fluctuations, including [added: inflation,] interest rate and foreign currency risk, inherent in U.S. and international operations;*

| [Part I.](#i9ecf2d8b4a9144cbba8a3298cdb989e8_283) | | | | | | | | |

| Item 1. | | | [Business](#i9ecf2d8b4a9144cbba8a3298cdb989e8_205) | | | [1](#i9ecf2d8b4a9144cbba8a3298cdb989e8_205) | | |

| [Part II.](#i9ecf2d8b4a9144cbba8a3298cdb989e8_172) | | | | | | | | |

| Item 6. | | | [\[Reserved\]](#i9ecf2d8b4a9144cbba8a3298cdb989e8_226) | | | [35](#i9ecf2d8b4a9144cbba8a3298cdb989e8_226) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i9ecf2d8b4a9144cbba8a3298cdb989e8_2932) | | | [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_2932) | | |

| [Part III.](#i9ecf2d8b4a9144cbba8a3298cdb989e8_172) | | | | | | | | |

| [Part IV.](#i9ecf2d8b4a9144cbba8a3298cdb989e8_172) | | | | | | | | |

ARR: Annualized Recurring Revenue

ASR: Accelerated Share Repurchase

iv

Nasdaq, Inc.

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

| Item 1. | | | [Business](#i587995f283574e27bcf47c84ecfae9fd_211) | | | [2](#i587995f283574e27bcf47c84ecfae9fd_211) | | |

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

| Item 6. | | | [Selected Financial Data](#i587995f283574e27bcf47c84ecfae9fd_235) | | | [34](#i587995f283574e27bcf47c84ecfae9fd_235) | | |

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

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

* * * * * *

2017 Credit Facility: $1 billion senior unsecured revolving credit facility, which was terminated in December 2020

NFX: Nasdaq Futures, Inc.

SI: Systematic Internalizer

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

We regularly monitor the facilities we occupy to ensure that they suit our needs, particularly as we transition to a hybrid work environment as we reopen our global offices.

See Note 16, “Leases,” to the consolidated financial statements for further discussion.

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: 11, 2021,] [added: 14, 2022,] we had approximately [removed: 229] [added: 214] holders of record of our common stock.

The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, [removed: 2020:][added: 2021:]

| Share repurchase [removed: program(1)] [added: program] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 446] [added: 984] | |

| Share repurchase [removed: program(1)] [added: program] | | | | | | [removed: 77,364] [added: —] | | | | | | $ | [removed: 126.70] [added: —] | | | | | [removed: 77,364] [added: —] | | | | | | $ | [removed: 436] [added: 984] | |

| Employee [removed: transactions(2)] [added: transactions] | | | | | | [removed: 55] [added: 12,368] | | | | | | $ | [removed: 133.20] [added: 203.46] | | | | | N/A | | | | | | N/A | | |

| Total Quarter Ended December 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | |

[added: -] N/A [added: -] Not applicable.

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

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

The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, [removed: 2015] [added: 2016] and the reinvestment of all dividends.

[removed: ][added: ]

* $100 invested on [removed: 12/31/2015] [added: 12/31/2016] in stock or index, including reinvestment of dividends.

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

Copyright© [removed: 2020] [added: 2022] Standard & Poor's, a division of S&P Global.

| October 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| November 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| ASR agreement | | | | | | 391,272 | | | | | | See below | | | | | | 391,272 | | | | | | $ | 984 | |

| Employee transactions | | | | | | 515 | | | | | | $ | 212.83 | | | | | N/A | | | | | | N/A | | |

| December 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program | | | | | | 287,657 | | | | | | $ | 204.34 | | | | | 287,657 | | | | | | $ | 926 | |

| Employee transactions | | | | | | 46,854 | | | | | | $ | 210.24 | | | | | N/A | | | | | | N/A | | |

| Share repurchase program | | | | | | 287,657 | | | | | | $ | 204.34 | | | | | 287,657 | | | | | | $ | 926 | |

| ASR agreement | | | | | | 391,272 | | | | | | See below | | | | | | 391,272 | | | | | | $ | 926 | |

| Employee transactions | | | | | | 59,737 | | | | | | $ | 208.86 | | | | | N/A | | | | | | N/A | | |

In the table above:

*•*In July 2021, we entered into an ASR agreement to repurchase $475 million of common stock.

See “ASR Agreements,” of Note 12, “Nasdaq Stockholders’ Equity,” to the consolidated financial statements for further discussion.

| Nasdaq, Inc. | | | $ | 100 | | | | | $ | 117 | | | | | $ | 126 | | | | | $ | 169 | | | | | $ | 213 | | | | | $ | 342 | |

| Nasdaq Composite Index | | | 100 | | | | | | 130 | | | | | | 126 | | | | | | 172 | | | | | | 250 | | | | | | 305 | | |

| S&P 500 | | | 100 | | | | | | 122 | | | | | | 116 | | | | | | 153 | | | | | | 181 | | | | | | 233 | | |

| Peer Group | | | 100 | | | | | | 127 | | | | | | 129 | | | | | | 197 | | | | | | 248 | | | | | | 216 | | |

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

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

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

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

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

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

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

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

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

____________

| 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 | | |

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.

Nasdaq’s consolidated financial statements, including Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated February 23, [removed: 2021,] [added: 2022,] are attached hereto as pages F-1 through F-46 and incorporated by reference herein.

Summarized Quarterly Financial Data (Unaudited)

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.

Disclosure controls and procedures. Nasdaq’s management, with the participation of Nasdaq’s President and Chief Executive Officer, and Executive Vice [removed: President, Corporate Strategy] [added: President] and Chief Financial Officer, has evaluated the effectiveness of Nasdaq’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, Nasdaq’s President and Chief Executive Officer and Executive Vice [removed: President, Corporate Strategy] [added: President] and Chief Financial Officer, have concluded that, as of the end of such period, Nasdaq’s disclosure controls and procedures are effective.

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: 2020] [added: 2021] 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: 2020,] [added: 2021,] based on criteria established in Internal 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: 2020,] [added: 2021,] our internal control over financial reporting is effective.

We have audited Nasdaq, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal 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: 2020,] [added: 2021,] 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: 2020 and 2019,] [added: 2021] and [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and our report dated February 23, [removed: 2021] [added: 2022] expressed an unqualified opinion thereon.

February 23, 2022

February 23, 2021

PART III

Not applicable.

PART III

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

[added: Information about Nasdaq’s nomination procedures, Audit & Risk] Committee [added: and Audit & Risk 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 [removed: “Board of Directors-Proposal] [added: “Director Nominees-Proposal] 1: Election of Directors” and [removed: “Board of Directors-Board] [added: “Director Nominees-Board] Committees” in the Proxy Statement.

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

Information about Nasdaq’s director and executive compensation, as required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K, is incorporated by reference from the discussions under the headings [removed: “Board of Directors-Director] [added: “Director Nominees-Director] Compensation” and [removed: “Named Executive Officer] [added: “Executive] Compensation” in the Proxy Statement.

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

As of December 31, [removed: 2020, over 99.0% of] [added: 2021, all] our employees are eligible to participate.

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: 2020.][added: 2021.]

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

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

| Equity compensation plans [removed: not] approved by stockholders | | | | | | [removed: — | | |] [added: 268,817] | | | [removed: —] | | | [added: $] | [added: 66.68] | | [removed: —] | | | [added: 13,767,883] | | |

[removed: (1)] [added: -] The [removed: amounts in this column] [added: number of shares to be issued upon exercise of outstanding options, warrants and rights] include only the number of shares to be issued upon exercise of outstanding options, warrants and rights.

As of December 31, [removed: 2020,] [added: 2021,] we also had [removed: 2,618,588] [added: 2,280,198] shares to be issued upon vesting of outstanding restricted stock and PSUs.

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

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

| Total | | | | | | 268,817 | | | | | | $ | 66.68 | | | | | 13,767,883 | | |

In the table above:

- The number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) includes 9,535,851 shares of common stock that may be awarded pursuant to the Equity Plan and 4,232,032 shares of common stock that may be issued pursuant to the ESPP.

* * * * * *

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

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

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

____________

(2) This amount includes 9,837,094 shares of common stock that may be awarded pursuant to the Equity Plan and 4,433,764 shares of common stock that may be issued pursuant to the ESPP.

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

herein by reference from the discussion under the heading “Board of Directors-Proposal 1: Election of Directors” in the Proxy Statement.

Information about principal [removed: accounting] [added: accountant] fees and services, as required by Item 9(e) of Schedule 14A, is incorporated herein by reference from the discussion under the heading “Audit & Risk Committee Matters-Annual Evaluation and [removed: 2021] [added: 2022] Selection of [added: the] Independent [removed: Auditors”] [added: Auditor”] in the Proxy Statement.

| [removed: [2.2](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-22.htm)] [added: [2.2](http://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 [removed: Sellers.†] [added: Sellers (incorporated herein by reference to Exhibit 2.2 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021).†] | | |

| [removed: [2.3](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-23.htm)] [added: [2.3](http://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 [added: (incorporated herein by reference to Exhibit 2.3 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021).] | | |

| [removed: [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: [4.17](http://www.sec.gov/Archives/edgar/data/1120193/000119312513279639/d562243dex101.htm)] | | | | | | 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). | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex417.htm)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-418.htm)] | | | | | | Description of Securities. | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019320000015/ndaq6302020ex-101.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000022/ndaq6302021ex-101.htm)] | | | | | | Amended and Restated Board Compensation Policy, effective on [removed: May 19, 2020] [added: June 16, 2021] (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2020] [added: 2021] filed on August [removed: 5, 2020).*] [added: 4, 2021).*] | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019320000015/ndaq6302020ex-102.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000022/ndaq6302021ex-102.htm)] | | | | | | 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: 2020] [added: 2021] filed on August [removed: 5, 2020).*] [added: 4, 2021).*] | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019320000015/ndaq6302020ex-103.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000022/ndaq6302021ex-103.htm)] | | | | | | 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: 2020] [added: 2021] filed on August [removed: 5, 2020).*] [added: 4, 2021).*] | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019320000015/ndaq6302020ex-104.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000022/ndaq6302021ex-104.htm)] | | | | | | Form of Nasdaq Three-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, [removed: 2020] [added: 2021] filed on August [removed: 5, 2020).*] [added: 4, 2021).*] | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000006/ndaq3312017ex-101.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/0001120193/000112019317000006/ndaq3312017ex-102.htm)] | | | | | | [removed: Form] [added: Employment Offer Letter, dated as] of [removed: Nasdaq Continuing Obligations Agreement] [added: May 10, 2016, between Nasdaq, Inc. and Michael Ptasznik] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).* | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000006/ndaq3312017ex-102.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1120193/000112019319000010/ndaq6302019ex-106.htm)] | | | | | | Employment Offer Letter, dated as of [removed: May 10, 2016,] [added: April 30, 2019,] between Nasdaq, Inc. and [removed: Michael Ptasznik] [added: Lauren B. Dillard] (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.6] to the Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2017] [added: June 30, 2019] filed on [removed: May 10, 2017).*] [added: August 5, 2019).*] | | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-1015.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-1015.htm)] | | | | | | Retirement Agreement and General Release of Claims by and between Nasdaq, Inc. and Michael Ptasznik, dated October 21, [removed: 2020.*] [added: 2020 (incorporated herein by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021).*] | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1120193/000112019316000027/ndaq-20160930xex10_1.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-1017.htm)] | | | | | | Employment Agreement [added: by and] between [removed: Nasdaq] [added: Nasdaq, Inc.] and Bradley J. Peterson, dated [removed: August] [added: October] 1, [removed: 2016] [added: 2020] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.17] to the [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30, 2016] [added: December 31, 2020] filed on [removed: November 8, 2016).*] [added: February 23, 2021).*] | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1120193/000112019319000010/ndaq6302019ex-106.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1120193/000119312521148175/d125560dex101.htm)] | | | | | | Employment Offer [removed: Letter, dated as of April 30, 2019,] [added: Letter by and] between Nasdaq, Inc. and [removed: Lauren B. Dillard] [added: Michelle Daly] (incorporated [removed: herein] by reference to Exhibit [removed: 10.6] [added: 10.1] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended June 30, 2019] [added: 8-K] filed on [removed: August 5, 2019).*] [added: May 3, 2021).*] | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1120193/000119312513457974/d635806dex101.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1120193/000119312513457974/d635806dex101.htm)] | | | | | | 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).* | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex101.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex103.htm)] | | | | | | [removed: Credit Agreement, dated as] [added: Form] of [removed: April 25, 2017, among] [added: Commercial Paper Dealer Agreement between] Nasdaq, Inc., [removed: the various lenders from time to time party thereto, Bank of America, N.A.,] as [removed: administrative agent and an issuing bank,] [added: Issuer,] and the [removed: other financial institutions] [added: Dealer] party thereto (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.3] to the Current Report on Form 8-K filed on April 26, 2017). | | |

| [removed: [11](#i587995f283574e27bcf47c84ecfae9fd_79)] [added: [11](#i9ecf2d8b4a9144cbba8a3298cdb989e8_79)] | | | | | | Statement regarding computation of per share earnings (incorporated herein by reference from Note 13 to the consolidated financial statements under Part II, Item 8 of this Form 10-K). | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-211.htm)] | | | | | | List of all subsidiaries. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-231.htm)] | | | | | | Consent of Ernst & Young LLP. | | |

| [removed: [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-241.htm)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-241.htm)] | | | | | | Powers of Attorney. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-311.htm)] | | | | | | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-312.htm)] | | | | | | Certification of Executive Vice [removed: President, Corporate Strategy] [added: President] and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley. | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-321.htm)] | | | | | | Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley. | | |

| 101 | | | | | | The following materials from the Nasdaq, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019;] [added: 2020;] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018;] [added: 2019] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018;] [added: 2019;] (iv) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018;] [added: 2019;] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018;] [added: 2019;] and (vi) notes to consolidated financial statements. | | |

| [4.16](http://www.sec.gov/Archives/edgar/data/1120193/000119312521230350/d177716dex42.htm) | | | | | | Twelfth Supplemental Indenture, dated July 30, 2021, by and among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee and HSBC Bank USA, National Association, as registrar and transfer agent (incorporated by reference to Exhibit 4.2 to the Company’s 8-A filed on July 30, 2021). | | |

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

| [10.9](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-109.htm) | | | | | | Form of Nasdaq Continuing Obligations Agreement. | | |

| [10.14](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-1014.htm) | | | | | | Employment Agreement between Nasdaq and Adena Friedman, made and entered into on November 19, 2021 and effective as of January 1, 2022.* | | |

| [10.15](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-1015.htm) | | | | | | Nonqualified Stock Option Award Certificate to Adena T. Friedman from Nasdaq, Inc. in connection with grant made on January 3, 2022.* | | |

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

| [10.23](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-1023.htm) | | | | | | LIBOR Transition Amendment, dated as of October 19, 2021 by and among Nasdaq, Inc. and Bank of America, N.A., as administrative agent. | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

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

| | | | | | | | | |

| | | | | | | | | |

Exhibit Index

| [10.17](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-1017.htm) | | | | | | Employment Agreement by and between Nasdaq, Inc. and Bradley J. Peterson, dated October 1, 2020.* | | |

| [10.21](http://www.sec.gov/Archives/edgar/data/1120193/000119312520309567/d42580dex101.htm) | | | | | | Amendment No. 1 to Credit Agreement, dated as of December 1, 2020, by and among Nasdaq, Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 3, 2020). | | |

| [10.23](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex103.htm) | | | | | | Form of Commercial Paper Dealer Agreement between Nasdaq, Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 26, 2017). | | |

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 23, [removed: 2021.][added: 2022.]

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

| [removed: | | | | | | | | |] (Registrant) | | | | | | | | |

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

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

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

[removed: |] 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 23, [removed: 2021. | | | | | | | | | | | | | | | | | |][added: 2022.]

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

| [removed: Adena T. Friedman | | | | | | (Principal Executive Officer) | | |] [added: By:] | | | [added: /s/ Adena T. Friedman] | | | | | |

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

| [removed: /s/ Ann M. Dennison | | |] [added: Title:] | | | Senior Vice [removed: President and] [added: President,] Controller [removed: | | | | | |] [added: and Principal Accounting Officer] | | | | | |

| [removed: Ann M. Dennison | | | | | | (Principal Accounting Officer) | | |] [added: By:] | | | [added: /s/ Ann M. Dennison] | | | | | |

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

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

| [removed: * | | |] [added: Title:] | | | Director | | | | | | [removed: | | | | | |]

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

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

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

| [removed: Essa Kazim | | | | | | | | |] [added: Name:] | | | [added: Essa Kazim] | | | | | |

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

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

| [removed: Jacob Wallenberg | | | | | | | | |] [added: Name:] | | | [added: Jacob Wallenberg] | | | | | |

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

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

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

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i587995f283574e27bcf47c84ecfae9fd_223)] [added: Firm](#i9ecf2d8b4a9144cbba8a3298cdb989e8_289) (PCAOB ID 42)] | | | [removed: F-[2](#i587995f283574e27bcf47c84ecfae9fd_223)] [added: F-[2](#i9ecf2d8b4a9144cbba8a3298cdb989e8_289)] | | |

| [Consolidated Balance [removed: Sheets](#i587995f283574e27bcf47c84ecfae9fd_19)] [added: Sheets](#i9ecf2d8b4a9144cbba8a3298cdb989e8_19)] | | | [removed: F-[4](#i587995f283574e27bcf47c84ecfae9fd_19)] [added: F-[5](#i9ecf2d8b4a9144cbba8a3298cdb989e8_19)] | | |

| [Consolidated Statements of [removed: Income](#i587995f283574e27bcf47c84ecfae9fd_22)] [added: Income](#i9ecf2d8b4a9144cbba8a3298cdb989e8_22)] | | | [removed: F-[5](#i587995f283574e27bcf47c84ecfae9fd_22)] [added: F-[6](#i9ecf2d8b4a9144cbba8a3298cdb989e8_22)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i587995f283574e27bcf47c84ecfae9fd_25)] [added: Income](#i9ecf2d8b4a9144cbba8a3298cdb989e8_25)] | | | [removed: F-[6](#i587995f283574e27bcf47c84ecfae9fd_25)] [added: F-[7](#i9ecf2d8b4a9144cbba8a3298cdb989e8_25)] | | |

| [Consolidated Statements of Changes in Stockholders' [removed: Equity](#i587995f283574e27bcf47c84ecfae9fd_28)] [added: Equity](#i9ecf2d8b4a9144cbba8a3298cdb989e8_28)] | | | [removed: F-[7](#i587995f283574e27bcf47c84ecfae9fd_28)] [added: F-[8](#i9ecf2d8b4a9144cbba8a3298cdb989e8_28)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i587995f283574e27bcf47c84ecfae9fd_31)] [added: Flows](#i9ecf2d8b4a9144cbba8a3298cdb989e8_31)] | | | [removed: F-[8](#i587995f283574e27bcf47c84ecfae9fd_31)] [added: F-[9](#i9ecf2d8b4a9144cbba8a3298cdb989e8_31)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i587995f283574e27bcf47c84ecfae9fd_34)] [added: Statements](#i9ecf2d8b4a9144cbba8a3298cdb989e8_34)] | | | [removed: F-[9](#i587995f283574e27bcf47c84ecfae9fd_34)] [added: F-[10](#i9ecf2d8b4a9144cbba8a3298cdb989e8_34)] | | |

We have audited the accompanying consolidated balance sheets of Nasdaq, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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 23, [removed: 2021] [added: 2022] expressed an unqualified opinion thereon.

[removed: Adoption] [added: | Impact] of [added: adoption of] ASU [removed: No. 2016-02][added: 2016-13 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | (12) | | | | | | | | | | | | — | | |]

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

| Date: | | | February 23, 2022 | | | | | |

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| Name | | | | | | Title | | | | | | | | | | | |

| Michael Ptasznik | | | | | | (Principal Financial Officer) | | | | | | | | | | | |

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842).

February 23, 2021

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

| Transaction rebates | | | | | | | | | | | | | | | (2,029) | | | | | | (1,327) | | | | | | (1,344) | | |

| Gain on sale of investment security | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 118 | | |

____________

(2) For 2018, excludes a reclassification impact of $417 million from accumulated other comprehensive income to retained earnings within stockholders' equity in the Consolidated Statements of Changes in Stockholders' Equity for stranded tax effects related to the Tax Cuts and Jobs Act.

| Reclassification impact of Tax Reform | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | (417) | | |

| Impact of adoption of ASU 2016-13 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (12) | | | | | | | | | | | | — | | | | | | | | | | | | | | |

| Reclassification impact of Tax Reform | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 417 | | |

| Reversal of certain Swedish tax benefits | | | — | | | | | | — | | | | | | 41 | | |

| Gain on sale of investment security | | | — | | | | | | — | | | | | | (118) | | |

| Interest | | | $ | 97 | | | | | $ | 120 | | | | | $ | 148 | |

In the fourth quarter of 2020, we renamed the segment that was formerly known as the Corporate Services segment to the Corporate Platforms segment and renamed the business that was formerly known as the Corporate Solutions business to the IR & ESG Services business.

We also renamed the segment that was formerly known as the Information Services segment to the Investment Intelligence segment and renamed the business that was formerly known as the Investment Data and Analytics business to the Analytics business.

There was no impact to current or prior years' operating results as a result of these changes.

In November 2019, we sold NFX’s futures exchange business to a third party which acquired the core assets of NFX, including the portfolio of open interest in NFX contracts.

During 2020, all open interest was migrated to other exchanges.

Also, in February 2021, we announced that we entered into a Purchase Agreement to sell NFI.

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

Business.”

solutions across the lifecycle of public and private companies.

Our Listing Services business also includes NPM, which provides liquidity solutions for private companies.

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

Our acquisition of OneReport in January 2020 broadened our offerings which also include our ESG Advisory service and our board assessment and collaboration technology.

For further discussion of our Corporate Platforms businesses, see “Products and Services - Corporate Platforms,” of “Item 1.

Our market data products enhance transparency

The eVestment platform also enables asset managers to market their institutional products worldwide.

For further discussion of our Investment Intelligence businesses, see “Products and Services - Investment Intelligence,” of “Item 1.

Our Market Technology business is the sales channel for our complete global offering to other marketplaces.

During 2020, we announced the launch of the cloud-deployed Nasdaq Automated Investigator, an automated solution for investigating anti-money laundering for retail and commercial banks and other financial institutions.

Additionally, in February 2021, we completed the acquisition of Verafin, a SaaS technology provider specializing in combating fraud and money laundering.

For further discussion of our Market Technology businesses, see “Products and Services - Market Technology,” of “Item 1.

Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest.

In addition, there were no material impairment charges recorded for the year ended December 31, 2020.

revenues and expenses are translated at the date the transaction occurs or at an applicable average rate.

On January 1, 2020, we adopted ASU 2016-13.