Nasdaq (NDAQ) 10-K risk factor changes: FY2022 vs FY2021

[removed: This, in turn,] [added: This] may have an adverse effect on our [removed: business, financial condition, liquidity or results of operations.][added: brands, business and operating results.]

To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business [removed: is likely to] [added: may] be negatively impacted.

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

In addition, our Market [removed: Services] [added: Platforms] businesses receive revenues from a relatively small number of customers concentrated in the financial industry, so any event that impacts one or more customers or the financial industry in general could impact our revenues.

[removed: Investment Intelligence] [added: Our Capital Access Platforms] revenues may be significantly affected by global economic conditions.

There may be less demand for our [removed: IR & ESG Services or Market Technology] [added: corporate solutions, market technology and FRAML] products [added: and services] if global economic conditions [removed: are] [added: remain] weak.

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

We face significant competition in our Market [removed: Technology, Investment Intelligence and Corporate] [added: Platforms, Capital Access] Platforms [added: and Anti-Financial Crime] businesses from other market participants.

These consequences could result in service outages, lower trading volumes or values, financial losses, decreased customer [removed: satisfaction] [added: satisfaction, litigation] and regulatory sanctions.

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

We may spend substantial time and money developing new products, [added: such as our digital assets offering,] initiatives and enhancements to existing products.

If these products and initiatives are not [removed: successful,] [added: successful or their launches are delayed, including for regulatory uncertainty related to our digital assets offering,] we may not be able to offset their costs, which could have an adverse effect on our business, financial condition and operating results.

In our technology operations, we have invested substantial amounts in the development of system platforms, the rollout of our platforms and the adoption of new [removed: technologies.][added: technologies, including cloud-based infrastructure for certain of our offerings.]

[removed: Additionally, it is also possible that we] [added: We] may allocate significant amounts of cash and other resources to product technologies or business models for which market demand is lower than anticipated.

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

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

[removed: Because a significant percentage of our revenues is tied directly to the volume or] value of securities traded and cleared on our markets, it is likely that a general decline in trading and clearing volumes or values would lower revenues and may adversely affect our operating results if we are unable to offset falling volumes or values through pricing changes.

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

Our role in the global marketplace [removed: may place] [added: positions] us at greater risk for a cyberattack.

Foreign governments may seek to obtain a foothold in U.S. critical infrastructure, hacktivists may seek to deploy denial of service attacks to bring attention to their cause, insiders may pose a risk [removed: by] [added: of] human error or malicious activity and criminal organizations may seek to profit from stolen data.

Computer [added: malware, such as] viruses and [removed: worms] [added: worms,] also continue to be a threat with ransomware increasingly being used by criminals to extort money.

While we continue to employ [added: and invest additional] resources to monitor our systems and protect our infrastructure, these measures may prove insufficient depending upon the attack or threat posed.

[removed: breach, collateral damage from a new virus] or [removed: 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, [added: our products and services,] financial condition and operating results.

[removed: Any] [added: A] system breach may go undetected for an extended period of time.

As cybersecurity threats continue to increase in frequency and sophistication, and as the domestic and international regulatory and compliance structure related to information [removed: security,] [added: and cybersecurity;] data privacy and data [removed: usage] [added: usage; and our digital assets offering,] becomes increasingly complex and exacting, we may be required to devote significant additional resources to strengthen our cybersecurity capabilities, and to identify and remediate any security [removed: vulnerabilities, which could adversely impact our business, financial condition and operating results.][added: vulnerabilities.]

For example, we must continue to enhance our platforms to remain competitive as well as to address our regulatory responsibilities, and our business will be negatively affected if our platforms or the technology solutions we sell to our customers fail to function as [removed: expected.]

Our ability to attract and retain key personnel, in particular senior officers or technology personnel, [added: including from companies that we acquire,] will be dependent on a number of factors, including prevailing market conditions, office/remote working arrangements and compensation and benefit packages offered by companies competing for the same talent.

There are no assurances that similar defaults will not occur again, which [removed: could result in losses.]

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

[removed: Furthermore, a] [added: A] prolonged decrease in the number of [removed: listings] [added: listings, or failure of existing SPACs to successfully complete transactions with target companies and dissolve,] could negatively impact the growth of our [removed: transactions] revenues.

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

- the implementation of disclosure controls, internal controls and financial reporting systems at non-U.S. subsidiaries to enable us to comply with U.S. GAAP and U.S. securities laws and regulations, including the [removed: Sarbanes Oxley] [added: Sarbanes-Oxley] Act of 2002, required as a result of our status as a reporting company under the Exchange Act;

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

[removed: If our cloud services from third party] providers are unavailable to us for any reason, [removed: our clients may not be able] [added: or there are cloud service disruptions or a delay or inability] to access our [removed: exchanges] [added: exchanges, platforms] or certain of our cloud products or features, [added: such unavailability or delays may adversely affect our clients,] which could significantly impact our reputation, operations, business, and financial results.

For example, in 2022, we [removed: will begin to use AWS] [added: began] to migrate our North American markets to AWS in a phased approach, starting with Nasdaq [removed: MRX.][added: MRX in December 2022.]

AWS operates a platform that we use to provide services to our clients, and therefore we are vulnerable to [removed: Nasdaq-specific] service outages on the AWS [removed: platform.][added: platform that affect Nasdaq workloads running or stored in the AWS environment.]

If AWS does not deliver our system requirements on time, fails to provide maintenance and support to our specifications or [removed: the] [added: a] 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.

To the extent that any of our largest members [removed: experiences] [added: experience] difficulties, materially [removed: changes its] [added: change their] business relationship with us or [removed: is] [added: are] unable for any reason to perform market making activities, our business or our reputation may be materially adversely affected.

As of December 31, [removed: 2021,] [added: 2022,] goodwill totaled [removed: $8.4] [added: $8.1] billion and intangible assets, net of accumulated amortization, totaled [removed: $2.8] [added: $2.6] billion.

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 [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

The number of IPOs on our exchanges decreased in 2022 and the number of delistings increased compared to 2021.

Additionally, during a global economic downturn, or periods of economic, political or regulatory uncertainty, our sales cycle may become longer or more unpredictable due to customer budget constraints or unplanned administrative delays to approve purchases

We could experience a systems failure due to human error by our employees, contractors or vendors, electrical or telecommunications failures or disruptions, hardware or software failures or defects, cyberattacks, sabotage or similar unexpected events.

Because a significant percentage of our revenues is tied directly to the volume or

As a result of our adoption of a hybrid work environment, we have a broader and more distributed network footprint and increased reliance on the home networks of employees, and such remote work may cause heightened cybersecurity and operational risks.

Any system issue, whether as a result of an intentional breach, collateral damage from a new virus or a non-malicious act, or due to a cybersecurity breach of a customer that results in a loss of our data or compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our intellectual property or sensitive data; lower trading volumes

Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations.

Compliance with laws and regulations concerning cybersecurity, data privacy and data usage could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties.

Additional costs for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results.

Additionally, our clients increasingly demand rigorous contractual, certification and audit provisions regarding cybersecurity, data protection and data usage, which may also increase our overall compliance burden and costs in meeting such obligations.

expected.

could result in losses.

Furthermore, new listings from IPOs, including SPACs, decreased in 2022.

If our cloud services from third party

explicitly approved by the SEC.

In December 2022, the SEC proposed significant rule changes that, if adopted in their current form, would substantially alter how stocks are traded in the United States.

While we and other market participants have the opportunity to submit comments on the proposal, and we will adjust our business model in accordance with any new SEC regulations implemented, these changes regarding trading may negatively impact our business and revenue.

In 2022, the U.S. Court of Appeals for District of Columbia Circuit vacated portions of the governance order but upheld the remainder of the SEC’s 2022 actions.

We face risks related to compliance with economic sanctions (including those administered by the U.S. Office of Foreign Assets Control), export controls, corruption (including the U.S. Foreign Corrupt Practices Act) and money laundering.

While we maintain compliance programs to prevent and detect potential violations, such programs cannot completely eliminate the risk of non-compliance.

Because anti-financial crime management solutions comprises one of our primary business offerings, a significant compliance event involving one of these areas could more negatively impact our business than a comparable business without this service offering.

Our business operates certain systems that may be considered “critical infrastructure” under certain regulations and licenses or sells certain systems or services to customers that are used by customers to fulfill certain core business requirements or process certain sensitive data.

In response to recent events involving cybersecurity breaches, including ransomware

attacks, regulatory authorities are engaging in rulemaking to heighten cybersecurity requirements and obligations to notify authorities and/or take other action in response to a suspected incident.

Such regulations may impact the requirements and cost of delivery for impacted systems and services and, in the event of an incident, increase the cost and complexity of our response and the potential financial and reputation impact from fines or private litigation.

New regulations may also impact customer decision making and conditions on contracting for our services.

Laws and regulations such as the European Union and United Kingdom General Data Protection Regulation, or GDPR, the California Privacy Rights Act, or CPRA, and other comparable laws and regulations adopted globally and within the United States and Canada can apply to our processing of their residents' personal data by Nasdaq legal entities regardless of the location of such entities; such laws may also require our customers located in such jurisdictions to contractually obligate Nasdaq to comply.

Under certain laws and regulations, as a supplier to such customers, regulators may engage in direct enforcement actions or seek to impose liability on Nasdaq if we do not comply with them.

capital allocation program or effect strategic transactions in a tax-favorable manner.

Our leverage and reliance on the capital markets could:

Rising interest rates could adversely affect our ability to pursue new financing opportunities, and it may be more expensive for us to issue new debt securities.

Damage to our reputation could cause some issuers not to list their securities on our exchanges or switch to a different exchange.

Our reputation or business could be negatively impacted by ESG matters and our reporting of such matters.

We communicate certain ESG-related initiatives, goals, and/or commitments regarding environmental matters, diversity, vendors and suppliers and other matters in our annual Sustainability Report, Task Force on Climate-related Financial Disclosures, or TCFD, Report, on our website, in our filings with the SEC, and elsewhere.

These initiatives, goals, or commitments could be difficult to achieve and costly to implement.

For example, in November 2022, we announced our commitment to achieve net-zero for Scope 3 greenhouse gas emissions by 2050, the achievement of which relies, in large part, on the accuracy of our estimates and assumptions, on the engagement of our value chain to reduce emissions and set their net-zero targets, and procuring renewable energy for our real estate and data center portfolios.

We could fail to achieve, or be perceived to fail to achieve, this or other ESG-related initiatives, goals, or commitments.

In addition, we could be criticized for the timing, scope or nature of these initiatives, goals, or commitments, or for any revisions to them.

We could be subject to litigation or regulatory enforcement actions regarding the accuracy, adequacy, or completeness of our ESG-related disclosures.

Our actual or perceived failure to achieve our ESG-related initiatives, goals, or commitments could negatively impact our reputation or otherwise materially harm our business.

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

We are closely monitoring the 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.

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

Throughout the pandemic, we have shifted to having a majority of our staff work from home and have added additional network capacity and monitoring.

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

Certain of our global offices have re-opened on a limited basis, with applicable safety protocols in place, or expect to re-open subject to limitations during 2022.

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

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

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.

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 of any commercial and travel 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.

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

In addition, pricing in our Corporate Platforms, Investment Intelligence and Market Technology segments are subject to competitive pressures.

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.

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

Any system issue, whether as a result of an intentional

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.

These parties

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

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.

depositories, clearinghouse and markets for violations of applicable requirements.

In addition, the ongoing failure to

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.

Some of our other liability risks arise under the laws and regulations relating to the tax, employment, intellectual property, anti-money laundering, technology export, foreign asset controls, foreign corrupt practices, employee labor and employment areas, including anti-discrimination and fair-pay laws and regulations.

The prime objective of such monitoring activities is to promote confidence in the exchanges among the general public and to ensure fair and orderly functioning markets.

The monitoring functions within the Nasdaq Nordic and Nasdaq Baltic exchanges are the responsibility of the surveillance departments or other surveillance personnel.

The surveillance departments or personnel are intended to strengthen the integrity of and confidence in these exchanges and to avoid conflicts of interest.

Laws and regulations such as the European Union General Data Protection Regulation, or GDPR, and the California Consumer Privacy Act, or CCPA, can have application and effect beyond their territorial limits, and require companies to meet new requirements regarding the handling of personal data.

Furthermore, enforcement actions and investigations by regulatory authorities, as well as third party litigation, related to data security incidents and privacy violations continue to increase.

Our leverage could:

In addition, time-

- inflation.

revenue fluctuations on our operating results.

There is an

vandalism.

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: 2021] [added: 2022] and December 31, [removed: 2020.][added: 2021.]

Discussion of fiscal year [removed: 2020] [added: 2021] 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: 2020] [added: 2021] and December 31, [removed: 2019] [added: 2020] 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: 2020,] [added: 2021,] which was previously filed with the SEC on February 23, [removed: 2021.][added: 2022, with the exception of certain discussions impacted by the new corporate structure.]

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

The following [removed: table summarizes] [added: tables summarize] our financial performance for the year ended December 31, [removed: 2021] [added: 2022] when compared to the same period in [removed: 2020] [added: 2021] and for the year ended December 31, [removed: 2020] [added: 2021] when compared to the same period in [removed: 2019.][added: 2020.]

The comparability of our results of operations between reported periods is impacted by the acquisition of Verafin in February [removed: 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.

See “2021 [removed: Divestiture,” and “2021] Acquisition,” of Note 4, “Acquisitions and Divestiture,” to the consolidated financial statements for further discussion.

| | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | |

| Revenues less transaction-based expenses | | | $ | [removed: 3,420] [added: 3,582] | | $ | [removed: 2,903] [added: 3,420] | | $ | [removed: 2,535] [added: 2,903] | | | | | [removed: 17.8] [added: 4.7] | | % | [removed: 14.5] [added: 17.8] | | % |

| Operating expenses | | | [removed: 1,979] [added: 2,018] | | | [removed: 1,669] [added: 1,979] | | | [removed: 1,518] [added: 1,669] | | | | | | [removed: 18.6] [added: 2.0] | | % | [removed: 9.9] [added: 18.6] | | % |

| Operating income | | | [removed: 1,441] [added: 1,564] | | | [removed: 1,234] [added: 1,441] | | | [removed: 1,017] [added: 1,234] | | | | | | [removed: 16.8] [added: 8.5] | | % | [removed: 21.3] [added: 16.8] | | % |

| Net income attributable to Nasdaq | | | $ | [removed: 1,187] [added: 1,125] | | $ | [removed: 933] [added: 1,187] | | $ | [removed: 774] [added: 933] | | | | | [removed: 27.2] [added: (5.2)] | | % | [removed: 20.5] [added: 27.2] | | % |

[removed: ][added: ]

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

| ▪ | | | | | | [removed: Trade Management Services business,] [added: Market technology support and SaaS subscription contracts as well as trade management services contracts,] excluding one-time service requests. | | |

The following chart summarizes our quarterly annualized SaaS revenues for our Solutions [removed: Segments,] [added: Businesses,] which [removed: is] [added: are] comprised of [removed: Market Technology, Investment Intelligence] [added: the Capital Access Platforms] and [removed: Corporate Platforms,] [added: Anti-Financial Crime segments and the Marketplace Technology business within the Market Platforms segment,] for the [removed: fourth quarter of 2021, 2020] [added: three months ended December 31, 2022, 2021] and [removed: 2019] [added: 2020] (in millions):

[removed: ][added: ]

The following table presents our revenues by segment, transaction-based expenses for our Market [removed: Services] [added: Platforms] segment and total revenues less transaction-based expenses:

| | | | | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | |

| Total revenues | | | | | | [removed: 5,886] [added: 6,226] | | | [removed: 5,625] [added: 5,886] | | | [removed: 4,258] [added: 5,625] | | | | | | [removed: 4.6] [added: 5.8] | | % | [removed: 32.1] [added: 4.6] | | % |

| Transaction rebates | | | | | | [removed: (2,168)] [added: (2,092)] | | | [removed: (2,028)] [added: (2,168)] | | | [removed: (1,324)] [added: (2,028)] | | | | | | [removed: 6.9] [added: (3.5)] | | % | [removed: 53.2] [added: 6.9] | | % |

| Brokerage, clearance and exchange fees | | | | | | [removed: (298)] [added: (552)] | | | [removed: (694)] [added: (298)] | | | [removed: (399)] [added: (694)] | | | | | | [removed: (57.1)] [added: 85.2] | | % | [removed: 73.9] [added: (57.1)] | | % |

| Total revenues less transaction-based expenses | | | | | | $ | [removed: 3,420] [added: 3,582] | | $ | [removed: 2,903] [added: 3,420] | | $ | [removed: 2,535] [added: 2,903] | | | | | [removed: 17.8] [added: 4.7] | | % | [removed: 14.5] [added: 17.8] | | % |

[removed:  ][added: ]

[removed: ][added: ]

[removed: MARKET TECHNOLOGY][added: | Market Technology | | | $ | 2,122 | |]

The following tables present revenues and key drivers from our [removed: Market] [added: Marketplace] Technology [removed: segment:][added: business:]

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

| | | | [removed: | | | 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

In the table above, order intake is [added: for our market technology business and represents] the total contract value of orders signed during the [removed: period, excluding Verafin.][added: period.]

[removed: Anti Financial Crime Technology Revenues][added: ANTI-FINANCIAL CRIME]

[removed: Anti-financial crime technology revenues increased] [added: The increase] in 2021 compared with 2020 [removed: primarily] [added: was] due to the inclusion of revenues from our acquisition of Verafin and [removed: continued] growth in [added: our] surveillance solutions.

Marketplace [removed: Infrastructure Technology Revenues][added: Technology]

[removed: INVESTMENT INTELLIGENCE][added: | Investment Intelligence | | | 2,256 | | |]

The following tables present revenues and key drivers from our [removed: Investment Intelligence] [added: Capital Access Platforms] segment:

| Index | | | [removed: 459] [added: 486] | | | [removed: 324] [added: 459] | | | [removed: 223] [added: 324] | | | | | | [removed: 41.7] [added: 5.9] | | % | [removed: 45.3] [added: 41.7] | | % |

| Number of licensed ETPs | | | | | | [removed: 362] [added: 379] | | | | | | [removed: 339] [added: 362] | | | | | | [removed: 332] [added: 339] | | |

| [added: TTM change in period end] ETP AUM tracking Nasdaq indexes (in [removed: billions)] [added: billions)] | | | | | | [removed: $] | [removed: 424] | | | | | [removed: $] | [removed: 359] | | | | | [removed: $] | [removed: 233] | |

| Net [added: (depreciation)] appreciation [removed: (in billions)] | | | | | | [removed: $] [added: (142)] | [removed: 83] | | | | | [removed: $] [added: 83] | [removed: 80] | | | | | [removed: $] [added: 80] | [removed: 48] | |

| Net impact of ETP sponsor switches [removed: (in billions)] | | | | | | [removed: $ | (92)] [added: (1)] | | | | | [removed: $] | [removed: —] [added: (92)] | | | | | [removed: $] | — | | [added: |]

In September 2022, we announced a new organizational structure which aligns our businesses more closely with the foundational shifts that are driving the evolution of the global financial system.

The new corporate structure includes three business segments: Market Platforms, Capital Access Platforms and Anti-Financial Crime.

All prior periods have been restated to conform to the current period presentation.

| Diluted earnings per share | | | $ | 2.26 | | $ | 2.35 | | $ | 1.86 | | | | | (3.8) | | % | 26.3 | | % |

| Cash dividends declared per common share | | | $ | 0.78 | | $ | 0.70 | | $ | 0.65 | | | | | 11.4 | | % | 7.7 | | % |

Also excluded are contracts that are signed but not yet commenced.

| ▪ | | | | | | Anti-Financial Crime support and SaaS subscription contracts | | |

| ▪ | | | | | | Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business, index data subscriptions and guaranteed minimum on futures contracts within our Index business and subscription contracts under our Workflow & Insights business. | | |


| Market Platforms | | | | | | $ | 4,225 | | $ | 4,048 | | $ | 4,179 | | | | | 4.4 | | % | (3.1) | | % |

| Capital Access Platforms | | | | | | 1,684 | | | 1,568 | | | 1,287 | | | | | | 7.4 | | % | 21.8 | | % |

| Anti-Financial Crime | | | | | | 306 | | | 231 | | | 116 | | | | | | 32.5 | | % | 99.1 | | % |

| Other revenues | | | | | | 11 | | | 39 | | | 43 | | | | | | (71.8) | | % | (9.3) | | % |

The following charts present our Market Platforms, Capital Access Platforms and Anti-Financial Crime segments as a percentage of our total revenues, less transaction-based expenses.

MARKET PLATFORMS

The following tables present revenues from our Market Platforms segment:

| | | | 2022 | | | 2021 | | | 2020 | | | | | | 2022 vs. 2021 | | | 2021 vs. 2020 | | |

| Trading Services | | | $ | 3,663 | | $ | 3,503 | | $ | 3,654 | | | | | 4.6 | | % | (4.1) | | % |

| Marketplace Technology | | | 562 | | | 545 | | | 525 | | | | | | 3.1 | | % | 3.8 | | % |

| Total Market Platforms | | | $ | 4,225 | | $ | 4,048 | | $ | 4,179 | | | | | 4.4 | | % | (3.1) | | % |

| Transaction rebates | | | (2,092) | | | (2,168) | | | (2,028) | | | | | | (3.5) | | % | 6.9 | | % |

| Brokerage, clearance and exchange fees | | | (552) | | | (298) | | | (694) | | | | | | 85.2 | | % | (57.1) | | % |

| Total Market Platforms, net | | | $ | 1,581 | | $ | 1,582 | | $ | 1,457 | | | | | (0.1) | | % | 8.6 | | % |

Trading Services

Our Trading Services business includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues.

The following tables present net revenues by product from our Trading Services business:

| | | | 2022 | | | 2021 | | | 2020 | | | | | | 2022 vs. 2021 | | | 2021 vs. 2020 | | |

| U.S. Equity Derivative Trading | | | $ | 371 | | $ | 343 | | $ | 287 | | | | | 8.2 | | % | 19.5 | | % |

| Cash Equity Trading | | | 397 | | | 429 | | | 381 | | | | | | (7.5) | | % | 12.6 | | % |

| U.S. Tape plans | | | 149 | | | 155 | | | 162 | | | | | | (3.9) | | % | (4.3) | | % |

| Other | | | 102 | | | 110 | | | 102 | | | | | | (7.3) | | % | 7.8 | | % |

| Trading Services, net | | | $ | 1,019 | | $ | 1,037 | | $ | 932 | | | | | (1.7) | | % | 11.3 | | % |

In the table above, Other includes Nordic fixed income trading & clearing, Nordic derivatives, Nordic commodities, and Canadian cash equities trading.

| | | | 2022 | | | 2021 | | | 2020 | | | | | | 2022 vs. 2021 | | | 2021 vs. 2020 | | |

| U.S. Equity Derivative Trading Revenues | | | $ | 1,252 | | $ | 1,367 | | $ | 1,122 | | | | | (8.4) | | % | 21.8 | | % |

| Section 31 fees | | | 89 | | | 32 | | | 69 | | | | | | 178.1 | | % | (53.6) | | % |

| Section 31 fees | | | (89) | | | (32) | | | (69) | | | | | | 178.1 | | % | (53.6) | | % |

| U.S. Equity derivative trading revenues, net | | | $ | 371 | | $ | 343 | | $ | 287 | | | | | 8.2 | | % | 19.5 | | % |

The SEC implemented a fee increase in May 2022 and a decrease in February 2021.

U.S. equity derivative trading revenues decreased in 2022 compared with 2021 primarily due to lower overall matched market share executed on Nasdaq's exchanges and lower gross capture rate, partially offset by higher industry trading volumes.

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

Financial Summary

| Diluted earnings per share | | | $ | 7.05 | | $ | 5.59 | | $ | 4.63 | | | | | 26.1 | | % | 20.7 | | % |

| Cash dividends declared per common share | | | $ | 2.11 | | $ | 1.94 | | $ | 1.85 | | | | | 8.8 | | % | 4.9 | | % |

| ▪ | | | | | | Active Market Technology support and SaaS subscription contracts. | | |

| ▪ | | | | | | Proprietary market data and index data subscriptions as well as subscription contracts for eVestment, Solovis, NDW Research Platform, Nasdaq Fund Network and Nasdaq Data Link. It also includes guaranteed minimum on futures contracts within the Index business. | | |

| ▪ | | | | | | U.S. and Nordic annual listing fees, IR and ESG products, including subscription contracts for IR Insight, board portals and OneReport, as well as IR advisory services. | | |

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

| Market Technology | | | | | | $ | 463 | | $ | 357 | | $ | 338 | | | | | 29.7 | | % | 5.6 | | % |

| 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) | | % |

The following charts present our Market Technology, Investment Intelligence, Corporate Platforms and Market Services segments as a percentage of our total revenues, less transaction-based expenses, of $3,420 million for the year ended December 31, 2021, $2,903 million for the year ended December 31, 2020 and $2,535 million for the year ended December 31, 2019.

| Anti Financial Crime Technology | | | $ | 247 | | $ | 130 | | $ | 121 | | | | | 90.0 | | % | 7.4 | | % |

| Marketplace Infrastructure Technology | | | 216 | | | 227 | | | 217 | | | | | | (4.8) | | % | 4.6 | | % |

| Total Market Technology | | | $ | 463 | | $ | 357 | | $ | 338 | | | | | 29.7 | | % | 5.6 | | % |

| Order intake | | | | | | $ | 378 | | | | | $ | 240 | | | | | $ | 366 | |

| ARR | | | | | | 428 | | | | | | 283 | | | | | | 260 | | |

| SaaS revenues | | | | | | 284 | | | | | | 124 | | | | | | 108 | | |

ARR and SaaS revenues include Verafin.

Marketplace infrastructure technology revenues decreased in 2021 compared with 2020 primarily due to lower professional services revenues reflecting both an elevated prior year comparison period as well as capacity constraints that pandemic-related logistical challenges imposed on installation and change request projects as well as the completion of a significant long-term contract, partially offset by an increase in SaaS revenues.

| Market Data | | | $ | 414 | | $ | 399 | | $ | 387 | | | | | 3.8 | | % | 3.1 | | % |

| Analytics | | | 203 | | | 175 | | | 158 | | | | | | 16.0 | | % | 10.8 | | % |

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

| ARR (in millions) | | | | | | $ | 567 | | | | | $ | 516 | | | | | $ | 472 | |

Market data revenues increased in 2021 compared with 2020 primarily due to an increase in proprietary data revenues from new sales primarily outside the U.S., partially offset by lower U.S. shared tape plan revenues.

Analytics Revenues

| Listing Services | | | $ | 387 | | $ | 307 | | $ | 290 | | | | | 26.1 | | % | 5.9 | | % |

| IR & ESG Services | | | 226 | | | 214 | | | 200 | | | | | | 5.6 | | % | 7.0 | | % |

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

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

| ARR (in millions) | | | $ | 546 | | | | | $ | 470 | | | | | $ | 430 | |

| SaaS revenues (in millions) | | | $ | 148 | | | | | $ | 144 | | | | | $ | 136 | |

Listing Services Revenues

Listing services revenues increased in 2021 compared with 2020 primarily due to an increase in the overall number of listed companies.

IR & ESG Services Revenues

IR & ESG Services revenues increased in 2021 compared with 2020 primarily due to higher adoption of our investor relations intelligence products as well as new ESG solutions.

| Equity Derivative Trading and Clearing Revenues | | | $ | 1,469 | | $ | 1,258 | | $ | 816 | | | | | 16.8 | | % | 54.2 | | % |

| Equity derivative trading and clearing revenues less transaction-based expenses | | | $ | 413 | | $ | 354 | | $ | 292 | | | | | 16.7 | | % | 21.2 | | % |

Our diverse offerings of data, analytics, software and services [removed: enables] [added: enable] clients to optimize and execute their business vision with confidence.

We manage, operate and provide our products and services in [removed: four] [added: three] business segments: Market [removed: Technology, Investment Intelligence, Corporate] [added: Platforms, Capital Access] Platforms and [removed: Market Services.][added: Anti-Financial Crime.]

[removed: Under the] [added: Our Strategy: In 2017, we set a new] strategic direction [removed: that we have been implementing over the past five years, we have] focused on maximizing the resources, people and capital allocated to our largest growth opportunities.

These opportunities, which include anti-financial crime and [removed: market infrastructure] [added: marketplace] technology solutions, [removed: analytics and workflows] [added: workflow] for investment managers and asset [removed: owners, and ESG] [added: owners as well as insight] solutions, [removed: constitute] [added: constituted] large and growing opportunities where we [removed: feel] [added: felt] our strengths in technology, analytics and capital markets expertise, combined with our expansive client network, [removed: position] [added: positioned] us to meet our clients’ evolving needs.

[removed: ][added: ]

[removed: Powering over 130 market infrastructure operators and new] [added: Our] market [removed: clients in more than 55 countries, our Market Technology] [added: technology] business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate [removed: businesses.][added: businesses, and powers over 120 market infrastructure operators and new market clients in more than 55 countries.]

Our solutions can also be used in the creation of new asset [removed: classes, and] [added: classes by] non-capital markets customers, including those in insurance liabilities securitization, cryptocurrencies and sports [removed: wagering.][added: wagering, as discussed further below.]

During [removed: 2021,] [added: 2022,] we continued to build out our SaaS business portfolio by extending and migrating our current offerings to [removed: SaaS.][added: SaaS, where we added 11 new SaaS customers.]

Our [removed: Market Technology segment] [added: market technology business] has evolved from its origins serving the capital markets, as we have leveraged [removed: NFF] [added: NFF, our flexible and modular architecture technology that provides next generation capital markets capabilities in an open and agile environment,] to develop our SaaS platform and offerings.

We expect to continue to expand adoption [removed: by our clients] of this SaaS model [added: by our clients] in the future.

[removed: ][added: ]

[removed: *Anti Financial Crime Technology*][added: Anti-Financial Crime]

[removed: We have] [added: The financial services industry has] seen a growing demand [removed: globally] for [removed: our] products and services [removed: within the Anti Financial Crime Technology business.][added: focused on anti-financial crime.]

Our [removed: Nasdaq Trade Surveillance solution is] [added: surveillance solutions include] a SaaS [removed: solution] [added: platform] designed for [added: banks,] brokers and other market participants to assist [removed: them] in complying with market rules, regulations and internal market surveillance [removed: policies.][added: policies and serves more than 170 clients.]

[removed: Verafin] [added: Our FRAML solution] provides a cloud-based platform to help detect, investigate, and report money laundering and financial fraud to more than [removed: 2,100] [added: 2,300] financial institutions in North America.

[removed: The NFF] [added: For market infrastructure operators, which include exchanges, regulators, clearinghouses and central securities depositories, we provide and deliver mission-critical solutions across the trade lifecycle via NFF, which] is designed to cover all aspects of a market operator’s needs, from trading and clearing to risk management, market surveillance, index development, data, management, [removed: testing,] [added: testing] and quality assurance.

Recently, we have seen a growing demand for our products and [removed: service] [added: services] outside of the traditional capital markets.

[removed: Market Technology] [added: Our market technology business] currently offers its services to several digital assets exchanges, [removed: two] commercial real estate markets, the reinsurance [removed: market,] [added: market] and [removed: several] sports wagering operators.

Our [removed: Marketplaces] [added: Marketplace] Services Platform provides next-generation marketplace capabilities spanning the transaction lifecycle to facilitate the exchange of assets, services and information across various types of market ecosystems and machine-to-machine transactions.

The [removed: Marketplaces] [added: Marketplace] Services Platform is targeted at new markets and enables end-to-end marketplace implementation without the resources required [removed: with] [added: for] on-premise solutions.

[removed: Many Market Infrastructure] [added: Numerous market technology] projects involve complex delivery management and systems integration.

Our [removed: Market] Data business sells and distributes historical and real-time market data to [removed: the sell-side,] [added: sell-side customers,] the institutional investing community, retail online brokers, proprietary trading [removed: shops,] [added: firms, and] other venues, [added: as well as] internet portals and data distributors.

Our [removed: market] [added: U.S. and European] data products enhance transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally.

We collect, [removed: process] [added: process,] and create information and earn revenues as a distributor of our own, as well as select [removed: third-party] [added: third-party,] content.

We provide varying levels of quote and trade information to [removed: our customers] [added: market participants and to data distributors] who in turn provide subscriptions for this information.

We [removed: also] offer TotalView products for our Nasdaq BX, Nasdaq [removed: PSX, Nasdaq Fixed Income] [added: PSX] and [removed: other] Nordic markets.

We also provide various other data, including data relating to our [removed: six] U.S. [removed: options exchanges, Nordic] [added: equities] and [removed: U.S. futures,] [added: options exchanges] and Nordic [added: equities, derivatives, fixed income, futures and] commodities.

[removed: Our Market Data business] [added: Trading Services] also includes revenues from U.S. [removed: tape] [added: Tape] plans.

The plan administrators sell quotation and last sale information for all [removed: transactions in Nasdaq-listed securities,] [added: transactions,] whether traded on The Nasdaq Stock Market or other exchanges, to market participants and to data distributors, who then provide the information to subscribers.

As of December 31, [removed: 2021, 362] [added: 2022, 379] ETPs listed on [removed: 25] [added: 26] exchanges in over 20 countries tracked a Nasdaq index and accounted for [removed: $424] [added: $315] billion in AUM.

This includes approximately [removed: $94] [added: $85] billion in ETP AUM, or [removed: 22%] [added: 27%] of the total AUM that tracked our smart beta indexes during this same time period.

Our flagship index, the Nasdaq-100 Index, includes the top 100 non-financial companies listed on The Nasdaq Stock Market, and is tracked by more than 100 ETPs worldwide, and had nearly [removed: $300] [added: $200] billion in assets tracking the index as of December 31, [removed: 2021.][added: 2022.]

Our [removed: Corporate] [added: Market] Platforms segment includes our [removed: Listing] [added: Trading] Services and [removed: IR & ESG Services] [added: Marketplace Technology] businesses.

[removed: Listing] [added: Data & Listing] Services

Companies listed on our markets represent a diverse array of industries including, among others, [removed: health care,] [added: healthcare,] consumer products, telecommunication services, information technology, financial services, industrials and energy.

We offer a suite of products to assist companies [removed: manage] [added: in managing] corporate governance standards, discussed below in [removed: “IR] [added: Workflow] & [removed: ESG Services.”][added: Insights.]

As of December 31, [removed: 2021,] [added: 2022,] a total of [removed: 4,178] [added: 4,230] companies listed securities on The Nasdaq Stock Market, with [removed: 1,632] [added: 1,566] listings on The Nasdaq Global Select Market, [removed: 1,169] [added: 1,298] on The Nasdaq Global Market and [removed: 1,377] [added: 1,366] on The Nasdaq Capital Market.

The [added: 2022] new listings were comprised of the following:

| Switches from the New York Stock Exchange LLC, or [removed: NYSE] [added: NYSE,] and the NYSE American LLC, or NYSE American | | | [removed: 33] [added: 14] | | |

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

To enable success in the evolving global financial system, we have established our purpose, vision, and value proposition together with a focused growth strategy:

Our Purpose: We advance economic progress for all.

Our Vision: We will be the trusted fabric of the world’s financial system.

Our Value Proposition: We deliver world-leading platforms that improve the liquidity, transparency and integrity of the global economy.

In 2022, we announced a new organizational structure which aligns our businesses more closely with the foundational shifts that are driving the evolution of the global financial system.

In order to amplify our strategy, we aligned the Company more closely with evolving client needs.

As a result, we have identified three new reporting segments, Market Platforms, Capital Access Platforms and Anti-Financial Crime, which align to our new divisional structure.

By aligning our business segments against these secular trends, we aim to deliver more for our clients and increase growth across our key pillars of liquidity, transparency and integrity:

- *Liquidity:* Within our Market Platforms division, we continue to modernize markets by utilizing technology to maximize the liquidity of the global economy.

New technologies, including cloud, blockchain, machine learning and artificial intelligence, present significant opportunities to further enhance market resiliency and scalability and make markets even more accessible.

We believe that these technologies will enable more opportunities for market participants and new asset classes to be integrated across markets globally.

We brought our markets and market-related technology businesses together, aligning complementary capabilities to capture the potential these technologies can unlock in our industry.

By utilizing the division’s position at the center of markets, we believe that Market Platforms will be at the forefront of the financial system’s evolution and will play a critical role in advancing the modernization of markets across geographies and asset classes.

- *Transparency*: Our Capital Access Platforms division is uniquely placed to help clients navigate the increasing complexity of the evolving financial system through access to capital and transparency which enables economic growth.

With over 10,000 corporate clients and 5,000 clients across the investment management ecosystem, Nasdaq is a trusted partner to aid the corporate and investment communities in making more informed decisions.

Leveraging the insights and capabilities across our listings, advisory, data, index, and analytics teams, we believe that Capital Access Platforms will serve as a bridge between the investor and corporate communities, focused on enhancing the client experience by providing efficient routes to capital, delivering more holistic, actionable insights and intelligence, modernizing workflows, and navigating the climate and ESG landscape.

- *Integrity:* Our Anti-Financial Crime division combines Nasdaq's fraud detection, anti-money laundering, and surveillance businesses.

This division remains focused on capturing the growth associated with protecting the integrity of the financial system and fighting financial crime.

The division will continue its focus on delivering a world-class platform, leveraging the power of the cloud and machine learning across asset classes, to the full spectrum of banks and brokers, including the emerging ecosystem of financial technology, or FinTech, companies and digital banks.

Market Platforms

Our Market Platforms segment delivers world leading platforms that improve the liquidity, transparency and integrity of the global economy by architecting and operating the world's best markets.

Trading Services

We provide trading services in North America and Europe.

In 2022, we began migrating our North American markets to the AWS cloud-computing platform in a phased approach as part of a partnership to build the foundation of new capital markets.

During the fourth quarter, we successfully completed the migration of Nasdaq MRX to the cloud.

We believe the shift to cloud-based markets will provide our exchanges with more security, greater reliability, better scalability and the ability to quickly power up computing resources.

This will, in turn, enable Nasdaq to provide its clients access to cloud-based capabilities, including virtual connectivity services, market analytics and machine learning, at a lower cost.

In addition to our trading and clearing services business and our carbon market offering, in September 2022, we announced our planned launch of a new digital assets business to power the digital asset ecosystem.

The launch underpins Nasdaq’s ambition to advance and help facilitate broader institutional participation in digital assets by providing trusted and institutional-grade solutions, focused on enhanced custody, liquidity and integrity.

Nasdaq Digital Assets will initially develop an advanced custody solution.

Nasdaq’s offering is subject to regulatory approval in applicable jurisdictions.

Additionally, we expanded our anti-financial crime technology with new coverage for the cryptocurrency ecosystem, including a comprehensive suite of crypto-specific fraud detection capabilities discussed below in “Anti-Financial Crime.”

Marketplace Technology

Marketplace Technology comprises our trade management services and market technology businesses.

All Workstation users were migrated to WorkX in 2022.

We completed the previously announced wind-down of our broker services operations business during 2022.

Our successful Nasdaq MRX migration to the cloud, discussed above, created a blueprint for our Marketplace Technology clients that will be used to demonstrate, guide and migrate their markets to the cloud, as well as for our own future market migrations.

Capital Access Platforms

Our Capital Access Platforms segment delivers liquidity, transparency and integrity to the corporate issuer and investment community by empowering our clients to effectively navigate the capital markets, achieve their sustainability goals, and drive governance excellence.

As we operate in the center of the capital markets ecosystem, we are able to serve as a bridge between investors and corporates focused on enhancing the client experience by providing efficient routes to capital, delivering more holistic, actionable insights and intelligence, modernizing workflows, and navigating the climate and ESG landscape.

To ensure our continued success in the evolving business environment, we have established a clear and consistent vision, mission, purpose and strategy:

Our Vision: To reimagine markets to realize the potential of tomorrow.

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

Our Purpose: To champion inclusive growth and prosperity.

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

Our Strategy:

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.

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

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

We have increased investment in 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; broader governance technology and consultative solutions, including ESG-focused solutions, within our Corporate Platforms segment; and anti-financial crime solutions and trade surveillance in our Market Technology segment.

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

We are continuing to invest in the Market Technology segment through the expansion, enhancement, and flexibility of our technology platform, in addition to leveraging emerging technologies such as machine intelligence in our Trade Surveillance offering.

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.

- *Enhancing Our Foundation.* As we strive to grow our business, we have 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 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.

- *Optimizing Slower Growth Businesses*.

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

In June 2021, we sold our U.S. Fixed Income business.

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

See “2021 Divestiture,” of Note 4, “Acquisitions and Divestiture,” to the consolidated financial statements for further discussion of this transaction.

Market Technology

Additionally, more than 220 market participants leverage our surveillance technology globally to manage their integrity obligations and assist them in complying with market rules, regulations and internal market surveillance policies.

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.

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

As such, we continue to extend our anti-financial crime strategy in the Market Technology segment.

We provide an anti-money laundering offering with an automated investigator tool for retail banks, the Nasdaq Automated Investigator.

*Market Infrastructure Technology*

For Market Infrastructure Operators, we provide and deliver mission-critical solutions across the trade lifecycle via the NFF, which is our flexible and modular architecture and technology that provides next generation capital markets capabilities in an open and agile environment.

Investment Intelligence

Our Investment Intelligence segment provides the global investing community with access to the financial markets together with strong investment insights.

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

For both institutional and retail investors, our market and alternative data enhances transparency and access to the markets we operate, and we help guide investment decisions around the globe through our proprietary indexes and analytics.

[removed: See] [added: For a description of our legal proceedings, if any, see] “Legal and Regulatory Matters - Litigation,” of Note 18, “Commitments, Contingencies and Guarantees,” to the consolidated financial statements, which is incorporated herein by reference.

| | | | For the fiscal year ended | | | December 31, [removed: 2021] [added: 2022] | | |

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $21.0] [added: $17.2] billion (this amount represents approximately [removed: 119.3] [added: 341.3] million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of [removed: $175.80] [added: $50.53] of the common stock on The Nasdaq Stock Market on such date).

| Class | | | | | | Outstanding at February [removed: 14, 2022] [added: 13, 2023] | | | | | |

| Common Stock, $0.01 par value per share | | | | | | [removed: 164,412,114] [added: 489,002,956] | | | shares | | |

| Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | | | | | |

| Item 1A. | | | [Risk [removed: Factors](#i9ecf2d8b4a9144cbba8a3298cdb989e8_211)] [added: Factors](#i98bcab24eac443fdbbbf4949de4a06f2_196)] | | | [removed: [18](#i9ecf2d8b4a9144cbba8a3298cdb989e8_211)] [added: [19](#i98bcab24eac443fdbbbf4949de4a06f2_196)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i9ecf2d8b4a9144cbba8a3298cdb989e8_214)] [added: Comments](#i98bcab24eac443fdbbbf4949de4a06f2_199)] | | | [removed: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_214)] [added: [34](#i98bcab24eac443fdbbbf4949de4a06f2_199)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i9ecf2d8b4a9144cbba8a3298cdb989e8_175)] [added: Proceedings](#i98bcab24eac443fdbbbf4949de4a06f2_160)] | | | [removed: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_175)] [added: [34](#i98bcab24eac443fdbbbf4949de4a06f2_160)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i9ecf2d8b4a9144cbba8a3298cdb989e8_187)] [added: Disclosures](#i98bcab24eac443fdbbbf4949de4a06f2_172)] | | | [removed: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_187)] [added: [34](#i98bcab24eac443fdbbbf4949de4a06f2_172)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9ecf2d8b4a9144cbba8a3298cdb989e8_181)] [added: Securities](#i98bcab24eac443fdbbbf4949de4a06f2_166)] | | | [removed: [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_181)] [added: [34](#i98bcab24eac443fdbbbf4949de4a06f2_166)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9ecf2d8b4a9144cbba8a3298cdb989e8_109)] [added: Operations](#i98bcab24eac443fdbbbf4949de4a06f2_100)] | | | [removed: [35](#i9ecf2d8b4a9144cbba8a3298cdb989e8_109)] [added: [37](#i98bcab24eac443fdbbbf4949de4a06f2_100)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9ecf2d8b4a9144cbba8a3298cdb989e8_238)] [added: Risk](#i98bcab24eac443fdbbbf4949de4a06f2_238)] | | | [removed: [55](#i9ecf2d8b4a9144cbba8a3298cdb989e8_238)] [added: [58](#i98bcab24eac443fdbbbf4949de4a06f2_238)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i9ecf2d8b4a9144cbba8a3298cdb989e8_241)] [added: Data](#i98bcab24eac443fdbbbf4949de4a06f2_241)] | | | [removed: [55](#i9ecf2d8b4a9144cbba8a3298cdb989e8_241)] [added: [58](#i98bcab24eac443fdbbbf4949de4a06f2_241)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i9ecf2d8b4a9144cbba8a3298cdb989e8_244)] [added: Disclosure](#i98bcab24eac443fdbbbf4949de4a06f2_244)] | | | [removed: [55](#i9ecf2d8b4a9144cbba8a3298cdb989e8_244)] [added: [58](#i98bcab24eac443fdbbbf4949de4a06f2_244)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i9ecf2d8b4a9144cbba8a3298cdb989e8_169)] [added: Procedures](#i98bcab24eac443fdbbbf4949de4a06f2_154)] | | | [removed: [55](#i9ecf2d8b4a9144cbba8a3298cdb989e8_169)] [added: [58](#i98bcab24eac443fdbbbf4949de4a06f2_154)] | | |

| Item 9B. | | | [Other [removed: Information](#i9ecf2d8b4a9144cbba8a3298cdb989e8_190)] [added: Information](#i98bcab24eac443fdbbbf4949de4a06f2_175)] | | | [removed: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_190)] [added: [60](#i98bcab24eac443fdbbbf4949de4a06f2_175)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9ecf2d8b4a9144cbba8a3298cdb989e8_2932)] [added: Inspections](#i98bcab24eac443fdbbbf4949de4a06f2_253)] | | | [removed: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_2932)] [added: [60](#i98bcab24eac443fdbbbf4949de4a06f2_253)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9ecf2d8b4a9144cbba8a3298cdb989e8_256)] [added: Governance](#i98bcab24eac443fdbbbf4949de4a06f2_208)] | | | [removed: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_256)] [added: [60](#i98bcab24eac443fdbbbf4949de4a06f2_208)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i9ecf2d8b4a9144cbba8a3298cdb989e8_259)] [added: Compensation](#i98bcab24eac443fdbbbf4949de4a06f2_211)] | | | [removed: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_259)] [added: [60](#i98bcab24eac443fdbbbf4949de4a06f2_211)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9ecf2d8b4a9144cbba8a3298cdb989e8_262)] [added: Matters](#i98bcab24eac443fdbbbf4949de4a06f2_214)] | | | [removed: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_262)] [added: [60](#i98bcab24eac443fdbbbf4949de4a06f2_214)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9ecf2d8b4a9144cbba8a3298cdb989e8_268)] [added: Independence](#i98bcab24eac443fdbbbf4949de4a06f2_220)] | | | [removed: [57](#i9ecf2d8b4a9144cbba8a3298cdb989e8_268)] [added: [60](#i98bcab24eac443fdbbbf4949de4a06f2_220)] | | |

| Item 14. | | | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#i9ecf2d8b4a9144cbba8a3298cdb989e8_271)] [added: Services](#i98bcab24eac443fdbbbf4949de4a06f2_223)] | | | [removed: [58](#i9ecf2d8b4a9144cbba8a3298cdb989e8_271)] [added: [61](#i98bcab24eac443fdbbbf4949de4a06f2_223)] | | |

| Item 15. | | | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement [removed: Schedules](#i9ecf2d8b4a9144cbba8a3298cdb989e8_277)] [added: Schedules](#i98bcab24eac443fdbbbf4949de4a06f2_259)] | | | [removed: [58](#i9ecf2d8b4a9144cbba8a3298cdb989e8_277)] [added: [61](#i98bcab24eac443fdbbbf4949de4a06f2_259)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i9ecf2d8b4a9144cbba8a3298cdb989e8_280)] [added: Summary](#i98bcab24eac443fdbbbf4949de4a06f2_262)] | | | [removed: [61](#i9ecf2d8b4a9144cbba8a3298cdb989e8_280)] [added: [64](#i98bcab24eac443fdbbbf4949de4a06f2_262)] | | |

[removed: 2020] [added: 2022] Credit Facility: $1.25 billion senior unsecured revolving credit facility, which matures on December [removed: 22, 2025][added: 16, 2027]

2022 Notes: $600 million aggregate principal amount of 0.445% senior unsecured [removed: notes due] [added: notes; repaid in full, at maturity, in] December [removed: 21,] 2022

[removed: 2023] [added: 2024] Notes: [removed: €600] [added: $500] million aggregate principal amount of [removed: 1.75%] [added: 4.25%] senior unsecured [removed: notes;] [added: notes,] repaid in full and terminated in [removed: August 2021][added: March 2022]

[removed: 2024] [added: 2052] Notes: $500 million aggregate principal amount of [removed: 4.25%] [added: 3.950%] senior unsecured notes due [removed: June 1, 2024][added: March 7, 2052]

Proxy Statement: Nasdaq's Definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders

For market comparison purposes, The Nasdaq Stock Market data in this Annual Report on Form 10-K for IPOs [added: and new listings of equity securities (including issuers that switched from other listings venues, closed-end funds and ETPs)] is based on data generated internally by us; therefore, the data may not be comparable to other publicly-available IPO data.

*•our strategic [removed: direction;*][added: direction, including changes to our corporate structure;*]

- *the effective dates for, and expected benefits of, ongoing initiatives, including transactional activities and other strategic, restructuring, technology, [added: ESG,] de-leveraging and capital return initiatives;*

- *the cost and availability of liquidity and [removed: capital;*][added: capital; and*]

*•any litigation, or any regulatory or government investigation or action, to which we are or could become a party or which may affect [removed: us; and*][added: us and any potential settlements of litigation, regulatory or governmental investigations or actions, including with respect to our CFTC investigation.*]

*•our ability to develop and grow our non-trading businesses, including our [removed: technology] [added: technology, analytics, ESG] and [removed: analytics] [added: anti-financial crime] offerings;*

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

- *any significant [removed: error] [added: systems failures or errors] in our operational processes;*

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Part I.](#i98bcab24eac443fdbbbf4949de4a06f2_268) | | | | | | | | |

| Item 1. | | | [Business](#i98bcab24eac443fdbbbf4949de4a06f2_193) | | | [1](#i98bcab24eac443fdbbbf4949de4a06f2_193) | | |

| Item 2. | | | [Properties](#i98bcab24eac443fdbbbf4949de4a06f2_202) | | | [34](#i98bcab24eac443fdbbbf4949de4a06f2_202) | | |

| [Part II.](#i98bcab24eac443fdbbbf4949de4a06f2_157) | | | | | | | | |

| Item 6. | | | [\[Reserved\]](#i98bcab24eac443fdbbbf4949de4a06f2_232) | | | [37](#i98bcab24eac443fdbbbf4949de4a06f2_232) | | |

| [Part III.](#i98bcab24eac443fdbbbf4949de4a06f2_157) | | | | | | | | |

| [Part IV.](#i98bcab24eac443fdbbbf4949de4a06f2_157) | | | | | | | | |

2020 Credit Facility: $1.25 billion senior unsecured revolving credit facility, which was replaced by the 2022 Credit Facility in December 2022

ASC: Accounting Standards Codification

AWS: Amazon Web Services

FRAML: Fraud Detection & Anti-Money Laundering

SOFR: Secured Overnight Financing Rate

U.S. Tape plans: U.S. cash equity and U.S. options industry data

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

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

| Item 2. | | | [Properties](#i9ecf2d8b4a9144cbba8a3298cdb989e8_217) | | | [32](#i9ecf2d8b4a9144cbba8a3298cdb989e8_217) | | |

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

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

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

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

401(k) Plan: Voluntary Defined Contribution Savings Plan

LIBOR: London Interbank Offered Rate

Data in this Annual Report on Form 10-K for new listings of equity securities on The Nasdaq Stock Market is based on data generated internally by us, which includes issuers that switched from other listing venues, closed-end funds and ETPs.

*•the 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.*

We regularly monitor the facilities we occupy to ensure that they suit our needs, particularly as we [removed: transition] [added: have reopened all our global offices and our employees have transitioned] to a hybrid work [removed: environment as we reopen our global offices.][added: environment.]

Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of February [removed: 14, 2022,] [added: 13, 2023,] we had approximately [removed: 214] [added: 209] 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: 2021:][added: 2022:]

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 984] [added: 293] | |

| Total Quarter Ended December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | |

In the [removed: table above:][added: preceding table:]

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

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

The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, [removed: 2016] [added: 2017] and the reinvestment of all dividends.

[removed: ][added: ]

* $100 invested on [removed: 12/31/2016] [added: 12/31/2017] in stock or index, including reinvestment of dividends.

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| October 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Employee transactions | | | | | | 27,913 | | | | | | $ | 59.76 | | | | | N/A | | | | | | N/A | | |

| November 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 293 | |

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

| Employee transactions | | | | | | 231 | | | | | | $ | 66.52 | | | | | N/A | | | | | | N/A | | |

| December 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 650 | |

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

| Employee transactions | | | | | | 56,480 | | | | | | $ | 61.76 | | | | | N/A | | | | | | N/A | | |

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 650 | |

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

| Employee transactions | | | | | | 84,624 | | | | | | $ | 61.11 | | | | | N/A | | | | | | N/A | | |

*The following performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any of our other filings under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.*

| Nasdaq, Inc. | | | $ | 100 | | | | | $ | 108 | | | | | $ | 145 | | | | | $ | 183 | | | | | $ | 293 | | | | | $ | 260 | |

| Nasdaq Composite Index | | | 100 | | | | | | 97 | | | | | | 133 | | | | | | 192 | | | | | | 235 | | | | | | 159 | | |

| S&P 500 | | | 100 | | | | | | 96 | | | | | | 126 | | | | | | 149 | | | | | | 192 | | | | | | 157 | | |

| Peer Group | | | 100 | | | | | | 112 | | | | | | 149 | | | | | | 186 | | | | | | 208 | | | | | | 184 | | |

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

| Employee transactions | | | | | | 12,368 | | | | | | $ | 203.46 | | | | | N/A | | | | | | N/A | | |

| 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 | | |

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

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

*•*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 | | |

Copyright© 2022 Standard & Poor's, a division of S&P Global.

All rights reserved.

Nasdaq’s consolidated financial statements, including Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated February 23, [removed: 2022,] [added: 2023,] are attached hereto as pages F-1 through [removed: F-46] [added: F-44] and incorporated by reference herein.

Disclosure controls and procedures. Nasdaq’s management, with the participation of Nasdaq’s [removed: President and] Chief Executive Officer, and Executive Vice 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 [removed: President and] Chief Executive Officer and Executive Vice 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: 2021] [added: 2022] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] our internal control over financial reporting is effective.

We have audited Nasdaq, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and our report dated February 23, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

February 23, 2023

February 23, 2022

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

Information about Nasdaq’s code of ethics, as required by Item 406 of Regulation S-K, is incorporated by reference from the discussion under the caption [removed: “Our Ethical Culture”] [added: “Operating with Integrity”] in the Proxy Statement.

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

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 “Director [removed: Nominees-Director] Compensation” and “Executive Compensation” in the Proxy Statement.

As of December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] we also had [removed: 2,280,198] [added: 6,347,055] shares to be issued upon vesting of outstanding restricted stock and PSUs.

- The number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) includes [removed: 9,535,851] [added: 26,430,038] shares of common stock that may be awarded pursuant to the Equity Plan and [removed: 4,232,032] [added: (b) 12,104,274] shares of common stock that may be issued pursuant to the ESPP.

| Equity compensation plans approved by stockholders | | | | | | 1,420,323 | | | | | | $ | 41.79 | | | | | 38,534,312 | | |

| Total | | | | | | 1,420,323 | | | | | | $ | 41.79 | | | | | 38,534,312 | | |

| Equity compensation plans approved by stockholders | | | | | | 268,817 | | | | | | $ | 66.68 | | | | | 13,767,883 | | |

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

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

Information about principal 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 [removed: Committee Matters-Annual] [added: Annual] Evaluation and [removed: 2022] [added: 2023] Selection of the Independent Auditor” in the Proxy Statement.

| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019313000011/ndaq-20130630ex21812ba94.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-105.htm)] | | | | | | [removed: Purchase Agreement, dated as of April 1, 2013, among] [added: Employment Agreement by and between] Nasdaq, Inc. [removed: (f/k/a The NASDAQ OMX Group, Inc.), BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., and, solely for purposes of certain sections thereof, Cantor Fitzgerald, L.P.] [added: and Bradley J. Peterson, dated June 22, 2022] (incorporated herein by reference to Exhibit [removed: 2.1] [added: 10.5] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2013] [added: 2022] filed on August [removed: 8, 2013).] [added: 3, 2022).] | | |

| [removed: [2.2](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-22.htm)] [added: [2.1](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 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](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-23.htm)] [added: [2.2](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 (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: [4.17](http://www.sec.gov/Archives/edgar/data/1120193/000119312513279639/d562243dex101.htm)] [added: [4.4.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312522307314/d423787dex41.htm)] | | | | | | [removed: Registration Rights] [added: First Amendment to Nasdaq Stockholders’] Agreement, dated as of [removed: June 28, 2013, by and among] [added: December 14, 2022, between] Nasdaq, Inc. [removed: (f/k/a The NASDAQ OMX Group, Inc.), BGC Partners, Inc., BGC Holdings, L.P.] and [removed: BGC Partners, L.P.] [added: Investor AB] (incorporated herein by reference to Exhibit [removed: 10.1] [added: 4.1] to the Current Report on Form 8-K filed on [removed: July 1, 2013).] [added: December 16, 2022).] | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-418.htm)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-418.htm)] | | | | | | Description of Securities. | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000022/ndaq6302021ex-102.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-101.htm)] | | | | | | Form of Nasdaq Restricted Stock Unit Award Certificate (employees) (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.1] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2021] [added: 2022] filed on August [removed: 4, 2021).*] [added: 3, 2022).*] | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000022/ndaq6302021ex-103.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-102.htm)] | | | | | | Form of Nasdaq Restricted Stock Unit Award Certificate (directors) (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.2] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2021] [added: 2022] filed on August [removed: 4, 2021).*] [added: 3, 2022).*] | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000022/ndaq6302021ex-104.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-103.htm)] | | | | | | Form of Nasdaq Three-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.3] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2021] [added: 2022] filed on August [removed: 4, 2021).*] [added: 3, 2022).*] | | |

| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-109.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-109.htm)] | | | | | | Form of Nasdaq Continuing Obligations [removed: Agreement.] [added: Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022).] | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1120193/000112019317000003/ndaq12312016ex-1010.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-1014.htm)] | | | | | | Employment Agreement between Nasdaq and Adena Friedman, made and entered into on November [removed: 14, 2016] [added: 19, 2021] and effective as of January 1, [removed: 2017] [added: 2022] (incorporated [removed: herein] by reference to Exhibit [removed: 10.10] [added: 10.14] to the [added: Company’s] Annual Report on Form 10-K for the year ended December 31, [removed: 2016] [added: 2021] filed on [removed: March 1, 2017).*] [added: February 23, 2022).*] | | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-1015.htm)] [added: [10.15](http://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, [removed: 2022.*] [added: 2022 (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022).*] | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/0001120193/000112019317000006/ndaq3312017ex-102.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1120193/000119312521148175/d125560dex101.htm)] | | | | | | Employment Offer [removed: Letter, dated as of May 10, 2016,] [added: Letter by and] between Nasdaq, Inc. and [removed: Michael Ptasznik] [added: Michelle Daly] (incorporated [removed: herein] by reference to Exhibit [removed: 10.2] [added: 10.1] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended March 31, 2017] [added: 8-K] filed on May [removed: 10, 2017).*] [added: 3, 2021).*] | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-1015.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-1017.htm)] | | | | | | [removed: Retirement] [added: Employment] Agreement [removed: and General Release of Claims] by and between Nasdaq, Inc. and [removed: Michael Ptasznik,] [added: Bradley J. Peterson,] dated October [removed: 21,] [added: 1,] 2020 (incorporated herein by reference to Exhibit [removed: 10.15] [added: 10.17] to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021).* | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-1017.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-1023.htm)] | | | | | | [removed: Employment Agreement] [added: LIBOR Transition Amendment, dated as of October 19, 2021] by and [removed: between] [added: among] Nasdaq, Inc. and [removed: Bradley J. Peterson, dated October 1, 2020] [added: Bank of America, N.A., as administrative agent] (incorporated herein by reference to Exhibit [removed: 10.17] [added: 10.23] to the Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2021] filed on February 23, [removed: 2021).*] [added: 2022).] | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1120193/000119312521148175/d125560dex101.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1120193/000119312522175506/d332409dex101.htm)] | | | | | | [removed: Employment Offer Letter by and between] Nasdaq, Inc. [removed: and Michelle Daly] [added: Deferred Compensation Plan] (incorporated by reference to Exhibit 10.1 to the [added: Company's] Current Report on Form 8-K filed on [removed: May 3, 2021).*] [added: June 16, 2022).*] | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1120193/000119312513457974/d635806dex101.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1019.htm)] | | | | | | Nasdaq Change in Control Severance Plan for Executive Vice Presidents and Senior Vice Presidents, effective November 26, [removed: 2013 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 29, 2013).*] [added: 2013, as amended December 6, 2022.*] | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex101.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex101.htm)] | | | | | | Credit Agreement, dated as of December 21, 2020, among Nasdaq, Inc., the various lenders from time to time party thereto and, Bank of America, N.A., as administrative agent and issuing bank (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 21, 2020). | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex103.htm)] [added: [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). | | |

| [removed: [11](#i9ecf2d8b4a9144cbba8a3298cdb989e8_79)] [added: [11](#i98bcab24eac443fdbbbf4949de4a06f2_73)] | | | | | | 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/1120193/000112019322000007/ndaq12312021ex-211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-211.htm)] | | | | | | List of all subsidiaries. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-231.htm)] | | | | | | Consent of Ernst & Young LLP. | | |

| [removed: [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-241.htm)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-241.htm)] | | | | | | Powers of Attorney. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-311.htm)] | | | | | | Certification of [removed: 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/1120193/000112019322000007/ndaq12312021ex-312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-312.htm)] | | | | | | Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley. | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-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: 2021,] [added: 2022,] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020;] [added: 2021;] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] (iv) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] and (vi) notes to consolidated financial statements. | | |

| [3.1.4](http://www.sec.gov/Archives/edgar/data/1120193/000119312522197571/d346485dex31.htm) | | | | | | Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on July 20, 2022). | | |

| [4.17](http://www.sec.gov/Archives/edgar/data/1120193/000119312522068029/d324996dex42.htm) | | | | | | Thirteenth Supplemental Indenture, dated as of March 7, 2022, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on March 7, 2022). | | |

| [10.22](http://www.sec.gov/Archives/edgar/data/1120193/000119312522307319/d428469dex101.htm) | | | | | | Amended and Restated Credit Agreement, dated as of December 16, 2022, among Nasdaq, Inc., the various lenders and issuing bank 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 16, 2022). | | |

| [10.24](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1024.htm) | | | | | | Verafin Holdings Inc. Amended and Restated Management Incentive Plan* | | |

| [10.25](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1025.htm) | | | | | | Verafin Holdings Inc. Amended and Restated Management Incentive Plan Award Agreement, by and between Verafin Solutions ULC and Brendan Brothers, dated as of January 11, 2023* | | |

| [10.26](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1026.htm) | | | | | | Verafin Holdings Inc. Amended and Restated Management Incentive Plan Award Agreement, by and between Verafin Solutions ULC and Jamie King, dated as of October 18, 2022* | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [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.* | | |

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

| [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. | | |

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: 2022.][added: 2023.]

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

| Date: | | | February 23, [removed: 2022] [added: 2023] | | | | | |

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: 2022.][added: 2023.]

| Title: | | | [removed: President and] Chief Executive [removed: Officer; Director] [added: Officer and Chair of the Board] | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i9ecf2d8b4a9144cbba8a3298cdb989e8_289)] [added: Firm](#i98bcab24eac443fdbbbf4949de4a06f2_274)] (PCAOB ID 42) | | | [removed: F-[2](#i9ecf2d8b4a9144cbba8a3298cdb989e8_289)] [added: F-[2](#i98bcab24eac443fdbbbf4949de4a06f2_274)] | | |

| [Consolidated Balance [removed: Sheets](#i9ecf2d8b4a9144cbba8a3298cdb989e8_19)] [added: Sheets](#i98bcab24eac443fdbbbf4949de4a06f2_19)] | | | [removed: F-[5](#i9ecf2d8b4a9144cbba8a3298cdb989e8_19)] [added: F-[4](#i98bcab24eac443fdbbbf4949de4a06f2_19)] | | |

| [Consolidated Statements of [removed: Income](#i9ecf2d8b4a9144cbba8a3298cdb989e8_22)] [added: Income](#i98bcab24eac443fdbbbf4949de4a06f2_22)] | | | [removed: F-[6](#i9ecf2d8b4a9144cbba8a3298cdb989e8_22)] [added: F-[5](#i98bcab24eac443fdbbbf4949de4a06f2_22)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i9ecf2d8b4a9144cbba8a3298cdb989e8_25)] [added: Income](#i98bcab24eac443fdbbbf4949de4a06f2_25)] | | | [removed: F-[7](#i9ecf2d8b4a9144cbba8a3298cdb989e8_25)] [added: F-[6](#i98bcab24eac443fdbbbf4949de4a06f2_25)] | | |

| [Consolidated Statements of Changes in Stockholders' [removed: Equity](#i9ecf2d8b4a9144cbba8a3298cdb989e8_28)] [added: Equity](#i98bcab24eac443fdbbbf4949de4a06f2_28)] | | | [removed: F-[8](#i9ecf2d8b4a9144cbba8a3298cdb989e8_28)] [added: F-[7](#i98bcab24eac443fdbbbf4949de4a06f2_28)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i9ecf2d8b4a9144cbba8a3298cdb989e8_31)] [added: Flows](#i98bcab24eac443fdbbbf4949de4a06f2_31)] | | | [removed: F-[9](#i9ecf2d8b4a9144cbba8a3298cdb989e8_31)] [added: F-[8](#i98bcab24eac443fdbbbf4949de4a06f2_31)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9ecf2d8b4a9144cbba8a3298cdb989e8_34)] [added: Statements](#i98bcab24eac443fdbbbf4949de4a06f2_34)] | | | [removed: F-[10](#i9ecf2d8b4a9144cbba8a3298cdb989e8_34)] [added: F-[9](#i98bcab24eac443fdbbbf4949de4a06f2_34)] | | |

We have audited the accompanying consolidated balance sheets of Nasdaq, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2022] [added: 2023] expressed an unqualified opinion thereon.

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

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

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

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

| *Description of the Matter* | | | As described in Notes [removed: 2, 3] [added: 2] and [removed: 8] [added: 3] to the consolidated financial statements, the Company enters into long-term market technology contracts with customers to develop customized technology solutions, license the right to use software, and provide support and other services which results in these contracts containing multiple performance obligations. The Company [removed: recorded market technology deferred revenue of $117 million as of December 31, 2021 and] recognized [removed: $463] [added: $562] million [removed: in] [added: of Marketplace Technology] revenue for the year [removed: then ended.] [added: ended December 31, 2022.] Of [removed: the market technology revenue recognized, $216 million] [added: this amount, a portion] relates to [removed: marketplace infrastructure technology,] [added: market technology contracts] where the Company allocates the contract transaction price to each performance obligation using [removed: their] [added: its] best estimate of the standalone selling price of each distinct good or service in the respective market technology contract. In instances where standalone selling price is not directly observable, such as when a product or service is not sold separately, the Company determines the standalone selling price predominantly through an expected cost plus a margin approach. The Company recognizes revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the performance obligation. [added: Revenue recognized subject to such estimation was $75 million for the year ended December 31, 2022.] Auditing the Company’s calculation of the standalone selling price and timing of revenue recognition was complex and involved a high degree of subjective auditor judgment because of the significant management judgment required to develop the estimates. The standalone selling price is based on an estimate of total project costs, ongoing monitoring of completion of performance obligations and establishing margins for goods or services where a standalone selling price is not directly observable. | | | [added: | | |]

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes with respect to estimates that impact the timing and measurement of revenue recognition. For example, we tested controls over the allocation of contract transaction price to performance obligations, including management’s review of the estimated margin used when applying the cost plus an estimated margin to determine the standalone selling price. We also evaluated the design and tested the operating effectiveness of controls over the completeness and accuracy of the data utilized to measure the estimate and recognize the revenue in the appropriate period. We performed substantive audit procedures that included, among other things, evaluating the significant assumptions and the accuracy and completeness of the underlying data used in management’s calculation. Specifically, we inspected certain [added: new] customer [removed: contracts,] [added: agreements signed during the year,] including [removed: contract modifications,] [added: change requests,] and tested management’s determination of the standalone selling price and its allocation to performance obligations in accordance with the cost plus a margin approach, including comparing the margin assumptions to actual margins earned on completed contracts. We also tested the accuracy of the revenue recognized in the current period by inspecting reports relating to the hours recorded on a project. We evaluated the adequacy of the Company’s disclosures in Notes [removed: 2, 3] [added: 2] and [removed: 8] [added: 3] to the consolidated financial statements related to market technology revenue recognition. | | |

| | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | $ | [added: 502 | | | | | $ |] 393 | | | | | $ | 2,745 | |

| Restricted cash and cash equivalents | | | [removed: 29] [added: 22] | | | | | | [removed: 37] [added: 29] | | |

| Default funds and margin deposits (including restricted cash and cash equivalents of [removed: $5,074] [added: $6,470] and [removed: $3,197,] [added: $5,074,] respectively) | | | [removed: 5,911] [added: 7,021] | | | | | | [removed: 3,942] [added: 5,911] | | |

| Financial investments | | | [removed: 208] [added: 181] | | | | | | [removed: 195] [added: 208] | | |

| Receivables, net | | | [removed: 588] [added: 677] | | | | | | [removed: 566] [added: 588] | | |

| Other current assets | | | [removed: 294] [added: 201] | | | | | | [removed: 175] [added: 294] | | |

| Total current assets | | | [removed: 7,423] [added: 8,604] | | | | | | [removed: 7,660] [added: 7,423] | | |

| Property and equipment, net | | | [removed: 509] [added: 532] | | | | | | [removed: 475] [added: 509] | | |

| Goodwill | | | [removed: 8,433] [added: 8,099] | | | | | | [removed: 6,850] [added: 8,433] | | |

| Intangible assets, net | | | [removed: 2,813] [added: 2,581] | | | | | | [removed: 2,255] [added: 2,813] | | |

| Operating lease assets | | | [removed: 366] [added: 444] | | | | | | [removed: 381] [added: 366] | | |

| Other non-current assets | | | [removed: 571] [added: 608] | | | | | | [removed: 358] [added: 571] | | |

| Total assets | | | $ | [removed: 20,115] [added: 20,868] | | | | | $ | [removed: 17,979] [added: 20,115] | |

| Accounts payable and accrued expenses | | | $ | 185 | | | | | $ | [removed: 175] [added: 185] | |

| Section 31 fees payable to SEC | | | [removed: 62] [added: 243] | | | | | | [removed: 224] [added: 62] | | |

| Accrued personnel costs | | | [removed: 252] [added: 243] | | | | | | [removed: 227] [added: 252] | | |

| Deferred revenue | | | [removed: 329] [added: 357] | | | | | | [removed: 235] [added: 329] | | |

| Other current liabilities | | | [removed: 115] [added: 122] | | | | | | [removed: 121] [added: 115] | | |

| Name: | | | Johan Torgeby | | | | | |

| Title: | | | Director | | | | | |

| Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 513,157,630 at December 31, 2022 and 520,256,817 at December 31, 2021; shares outstanding: 491,592,491 at December 31, 2022 and 500,038,905 at December 31, 2021 | | | 5 | | | | | | 5 | | |

| Market Platforms | | | | | | | | | | | | | | | $ | 4,225 | | | | | $ | 4,048 | | | | | $ | 4,179 | |

| Capital Access Platforms | | | | | | | | | | | | | | | 1,684 | | | | | | 1,568 | | | | | | 1,287 | | |

| Anti-Financial Crime | | | | | | | | | | | | | | | 306 | | | | | | 231 | | | | | | 116 | | |

| Net loss attributable to noncontrolling interests | | | | | | | | | | | | | | | 2 | | | | | | — | | | | | | — | | |

| Comprehensive income | | | | | | | | | | | | | | | 719 | | | | | | 968 | | | | | | 1,251 | | |

| Comprehensive loss attributable to noncontrolling interests | | | | | | | | | | | | | | | 2 | | | | | | — | | | | | | — | | |

| Net income attributable to Nasdaq | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,125 | | | | | | | | | | | | 1,187 | | | | | | | | | | | | 933 | | |

| Total Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | 492 | | | | | | $ | 6,164 | | | | | 500 | | | | | | $ | 6,405 | | | | | 495 | | | | | | $ | 6,436 | |

__________________________

In 2022, we announced a new organizational structure which aligns our businesses more closely with the foundational shifts that are driving the evolution of the global financial system.

In order to amplify our strategy, we aligned the Company more closely with evolving client needs.

As a result, our four previous business segments, Market Technology, Investment Intelligence, Corporate Platforms and Market Services, have been changed to align with our new corporate structure that now includes three business segments: Capital Access Platforms, Market Platforms, and Anti-Financial Crime.

Market Platforms

Our Trading Services business primarily includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data.

In addition to our trading and clearing services business as well as our carbon market offering, we also announced our planned launch of a new digital assets business to power the digital asset ecosystem in September 2022.

The launch underpins Nasdaq’s ambition to advance and help facilitate broader institutional participation in digital assets by providing trusted and institutional-grade solutions, focused on enhanced custody, liquidity and integrity.

Nasdaq Digital Assets is expected to initially develop an advanced custody solution.

Nasdaq’s offering is subject to regulatory approval in applicable jurisdictions.

Trade management services provides market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee.

Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds.

We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers.

Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology.

Capital Access Platforms

Our Capital Access Platforms segment includes our Data & Listing Services, Index and Workflow & Insights businesses.

Workflow & Insights includes our analytics and corporate solutions businesses.

The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.

Through the Solovis platform, endowments, foundations, pensions and family offices transform how they collect and aggregate investment data, analyze portfolio performance, model and predict future outcomes, and share meaningful portfolio insights with key stakeholders.

The Nasdaq Fund Network and Nasdaq Data Link are additional platforms in our suite of investment data analytics offerings and data management tools.

Our corporate solutions business includes our Investor Relations Intelligence, ESG Solutions and Governance Solutions products, which serve both public and private companies and organizations.

In June 2022, we acquired Metrio, a provider of ESG data collection, analytics and reporting services based in Montreal, Canada.

We plan to integrate Metrio’s SaaS platform into our suite of ESG solutions.

If we choose not to complete a qualitative assessment, or if the initial assessment

We recorded pre-tax, non-cash finite-lived intangible assets impairment charges of $14 million in 2021 related to a finite-lived intangible asset for customer relationships associated with the wind down of a previous acquisition.

Market Platforms

*Trading Services*

*U.S. Tape Plans*

For the years ended December 31, 2022, 2021 and 2020 we recognized revenues of $75 million, $77 million and $90 million, respectively, related to the contracts described above.

| Title: | | | Chairman of the Board | | | | | |

| Name: | | | Jacob Wallenberg | | | | | |

| | | | | | |

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

| | | | Accounting for Acquisition of Verafin | | |

| *Description of the Matter* | | | As described in Note 4 to the consolidated financial statements the Company completed its acquisition of Verafin, accounted for as a business combination, for an aggregate purchase price of $2.75 billion. The transaction resulted in $1.88 billion of goodwill and $815 million of intangible assets being recorded. Intangible assets were comprised of customer relationships of $532 million, developed technology of $246 million, and a trade name of $37 million. Auditing the Company's accounting for its acquisition of Verafin was complex due primarily to the significant estimation in the Company’s determination of the fair value of the customer relationships and developed technology intangible assets, both of which were valued using the income approach. The significant assumptions used in estimating the value of the intangible assets included the discount rate for customer relationships and the royalty rate for the developed technology. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's processes with respect to estimates that impact the accounting for the Verafin acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the customer relationships and developed technology intangible assets, which included testing controls over management’s review of assumptions used in the valuation models. To test the estimated fair value of the customer relationships and developed technology intangible assets, we performed audit procedures that included, among others, evaluating the Company's use of valuation methodologies, evaluating significant assumptions utilized by the Company, and evaluating the completeness and accuracy of the underlying data supporting those significant assumptions. We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company, the discount rate applied in valuing the customer relationships, and the royalty rate utilized in the developed technology fair value estimates. We performed sensitivity analyses over the selected discount rate and royalty rate to evaluate the impact that movements in those assumptions would have on the fair value of the customer relationships and developed technology intangible assets. | | |

February 23, 2022

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

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

| Common stock, $0.01 par value, 300,000,000 shares authorized, shares issued: 173,418,939 at December 31, 2021 and 171,278,761 at December 31, 2020; shares outstanding: 166,679,635 at December 31, 2021 and 164,933,678 at December 31, 2020 | | | 2 | | | | | | 2 | | |

| Investment Intelligence | | | | | | | | | | | | | | | 1,076 | | | | | | 898 | | | | | | $ | 768 | |

| Corporate Platforms | | | | | | | | | | | | | | | 613 | | | | | | 521 | | | | | | $ | 490 | |

| Market Services | | | | | | | | | | | | | | | 3,707 | | | | | | 3,818 | | | | | | $ | 2,616 | |

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

| Total Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | 167 | | | | | | $ | 6,405 | | | | | 165 | | | | | | $ | 6,436 | | | | | 165 | | | | | | $ | 5,639 | |

___________

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

The Market Technology segment includes our Anti Financial Crime Technology business and our Marketplace Infrastructure Technology business.

The Nasdaq Automated Investigator is our cloud-deployed anti-money laundering offering with an automated investigator tool for retail banks.

Our Marketplace Infrastructure Technology business powers over 130 market infrastructure operators and new market clients in more than 55 countries and handles a wide array of assets, including but not limited to cash equities, equity derivatives, currencies, various interest-bearing securities, commodities, energy products and digital currencies.

Our solutions can also be used in the creation of new asset classes, and non-capital markets customers, including those in insurance liabilities securitization, cryptocurrencies and sports wagering.

Investment Intelligence

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

Our Analytics business provides asset managers, investment consultants and institutional asset owners with investment insights and workflow solutions.

During 2021, we launched Data Fabric, a managed data solution utilizing our Nasdaq Data Link to help investment management firms scale their data infrastructure with enhanced quality, governance and integrity.

Corporate Platforms

These businesses deliver critical capital market and ESG solutions across the lifecycle of public and private companies.

own the largest minority interest, together with a consortium of third party financial institutions.

We continue to grow our U.S. Corporate Bond exchange for the listing of corporate bonds.

This exchange operates pursuant to The Nasdaq Stock Market exchange license and is powered by the NFF.

As of December 31, 2021, 107 corporate bonds were listed on the Corporate Bond exchange.

We also continue to develop the Nasdaq Sustainable Bond Network, a platform for increased transparency in the global sustainable bond markets.

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

Market Services

Our Market Services segment includes our Equity Derivative Trading and Clearing, Cash Equity Trading, FICC and Trade Management Services businesses.

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

| | | | As Reported | | | Adjustment | | | Adjusted | | |

| Net cash provided by operating activities | | | $ | 963 | | $ | — | | $ | 963 | |

| Net cash used in investing activities | | | (240) | | | (174) | | | (414) | | |