Nasdaq (NDAQ) 10-K risk factor changes: FY2023 vs FY2022

Our business performance is impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, pandemics [removed: (such as COVID-19)] and other factors that are generally beyond our control.

Poor economic conditions may result in a reduction in the demand for our products and services, including our market technology, [removed: FRAML] [added: fraud detection, AML and surveillance] solutions, data, [removed: indexes] [added: indices] and corporate solutions, or could result in a decline 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: Platforms] [added: Services] 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.

The number of IPOs on our exchanges decreased in [removed: 2022] [added: both 2023] and [added: 2022, and] the number of delistings increased [removed: compared to 2021.][added: in 2023.]

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

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

There may be less demand for our [added: analytics,] corporate solutions, market technology and [removed: FRAML] [added: risk and regulatory] products and services if global economic conditions remain weak.

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 [removed: purchases][added: purchases.]

A reduction in trading volumes or values, market share of trading, the number of our listed companies, or demand for [removed: market technology or Capital Access Platforms] [added: our] 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 [removed: Market Platforms,] Capital Access [removed: Platforms] [added: Platforms, Financial Technology] and [removed: Anti-Financial Crime businesses] [added: Market Services segments] from other market participants.

Our markets and the markets that rely on our technology have experienced systems failures and delays in the past and [added: we] could experience future systems failures and delays.

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

If these products and initiatives are not successful or their launches are delayed, [removed: 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 technologies, including cloud-based infrastructure [added: and artificial intelligence] for certain of our offerings.

[removed: Beginning in 2020,] [added: Over the past several years,] trading and clearing volumes and values across our markets have fluctuated significantly depending on market conditions and other factors beyond our control.

Because a significant percentage of our revenues is tied directly to the volume or [added: value of securities traded and cleared on our markets, it is]

[removed: 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.

Our systems and operations are vulnerable to damage or [removed: interruption] [added: disruption] from security breaches.

[removed: As a result of] [added: Due to] 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, [added: the use of artificial intelligence by bad actors, including the use of such tools to engage in social engineering] or [added: similar activities, 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 [removed: data; lower trading volumes]

[added: data; lower trading volumes] or values, [removed: incur] significant [removed: liabilities] [added: liabilities, litigation] or [added: regulatory fines or] otherwise have a negative impact on our business, our products and services, financial condition and operating results.

As cybersecurity threats continue to increase in frequency and sophistication, and as the domestic and international regulatory and compliance structure related to [removed: information and cybersecurity;] [added: information, cybersecurity,] data privacy and data [removed: usage; and our digital assets offering,] [added: usage] 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 vulnerabilities.

[removed: Additional costs] [added: Costs] for bolstering cybersecurity capabilities, and increased cybersecurity and data privacy compliance costs, could adversely impact our business, financial condition and operating results.

[removed: 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 [added: expected.]

[removed: Competition for key personnel in] the various localities and business segments in which we operate is intense.

[removed: In particular, we may have to incur costs to replace senior officers or other key employees who leave, and our] [added: Our] ability to execute our business strategy could be impaired if we are unable to replace such persons [added: without incurring significant costs or] in a timely manner or at all.

We must rationalize, coordinate and integrate the operations of our acquired [removed: businesses.][added: businesses, including the acquisition of Adenza, which was completed in November 2023.]

- difficulties, costs or complications in combining the companies’ operations, including technology platforms, [added: and security measures and infrastructure that may need greater remediation than anticipated,] which could lead to us not achieving the synergies we anticipate or customers not renewing their contracts with us as we migrate platforms;

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

We rely on third parties for regulatory, data center, [removed: cloud,] [added: cloud computing,] data storage and processing, [added: connectivity,] data content, [removed: clearing] [added: clearing, maintaining markets] and [added: exchange liquidity and] other services.

Interruptions or delays in services from our third-party [removed: data center hosting facilities or cloud computing platform] providers could impair the delivery of our services and harm our business.

To the extent that any of our vendors or other third-party service providers experiences difficulties or a significant disruption, breach or outage, materially changes their business relationship with us or is unable for any reason to perform their obligations, [added: including due to geopolitical instability,] our business or our reputation may be materially adversely affected.

[added: If our cloud services from third party] providers are unavailable to us for any reason, or there are cloud service disruptions or a delay or inability to access our exchanges, platforms or certain of our cloud products or features, such unavailability or delays may adversely affect our clients, which could significantly impact our reputation, operations, business, and financial results.

As of December 31, [removed: 2022,] [added: 2023,] goodwill totaled [removed: $8.1] [added: $14.1] billion and intangible assets, net of accumulated amortization, totaled [removed: $2.6] [added: $7.4] 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: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Over the past several years, [removed: acquisitions] [added: acquisitions, such as Adenza,] have [removed: been] [added: been, or are expected to be,] significant factors in our growth.

Under current U.S. federal securities laws, changes in the rules and operations of our securities markets, including our pricing structure, must be reviewed and in many cases [added: explicitly approved by the SEC.]

We must compete not only with [added: non-exchanges, such as] ATSs that are not subject to the same SEC approval [removed: process] [added: requirements and processes,] but also with other exchanges that may have lower regulation and surveillance costs than us.

There is a risk that trading will shift to exchanges [added: or non-exchanges] that charge lower fees because, among other reasons, they spend significantly less on regulation.

In 2016, the SEC approved a plan for Nasdaq and other exchanges to establish a [removed: CAT,] [added: CAT] to improve regulators’ ability to monitor trading activity.

customers.

For example, a data breach involving one of our vendors occurred in 2023, and was identified and mitigated by the vendor before material damage to Nasdaq occurred.

For example, we must continue to enhance our platforms to remain competitive as well as to

Our artificial intelligence initiatives under development and the use of artificial intelligence in certain of our existing products may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation, or operating results.

We are making significant investments in artificial intelligence, or AI, including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, investor relations and investment analytics solutions, and to enhance and refine our internal business operations.

As AI is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of AI, and there can be no assurance that the use of AI will enhance our products or services or augment our business or operating results.

Market acceptance of AI technologies is uncertain, and we may be unsuccessful in our product development efforts.

Moreover, our AI-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to harmful content, accuracy, bias, discrimination, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage, defamation, data privacy, and cybersecurity, among others.

In addition, these risks include the possibility of new or enhanced laws or regulations, for which compliance may be costly and burdensome or involve litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations.

The use of AI may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm.

Additionally, our competitors may be developing their own AI products and technologies, which may be superior in features or functionality, or cost, to our offerings.

Any of these factors could adversely affect our business, reputation, or operating results.

Competition for key personnel in

In 2023, we again experienced a decrease in new listings from IPOs, including SPACs, and an increase in delistings.

For example, in 2023, we continued to migrate our North American markets to AWS in a phased approach, as we added two additional exchanges to our cloud-enabled infrastructure.

conditions affecting our industry generally.

Rising interest rates could adversely affect our

implementation of complex and costly technology.

In September 2023, the SEC approved a “Funding Model” for the CAT that allocated one-third of CAT expenses to the SROs, including Nasdaq, and two-thirds of CAT expenses to the industry.

This SEC approval order has been appealed to the 11th Circuit U.S. Court of Appeals, and the appeal remains pending.

In January 2024, the SROs submitted filings, which remain pending, to the SEC to establish the rate at which the industry would reimburse the SROs for its two-thirds share of CAT expenses.

Those two pending matters could be resolved unfavorably to the SEC and to the SROs, resulting in a delay in recovering expenses or the inability to recover those expenses.

We are also subject to current and forthcoming regulations applicable to the financial services sector generally including, but not limited to, the Digital Operational Resilience Act, or DORA, which will become effective in 2025.

Such regulations may impact our operational, contracting and compliance costs by requiring the implementation of new risk management procedures, requirements for procuring information and communication

technology services, and ongoing processes to monitor compliance; failure to maintain compliance may cause us to be subject to regulatory actions and fines.

In addition, regulatory changes could impact the ability of current or prospective customers to procure commercial services from us, increase our cost of delivery or performance due to regulatory-driven changes to services or related business processes and lengthen sales cycles as customers are required to conduct additional diligence and contracting processes prior to procuring our services.

In October 2023, the SEC proposed to require exchanges to modify their pricing practices for certain types of transactions.

As further described in Note 18, “Commitments, Contingencies and Guarantees” to the consolidated financial statements of this Form 10-K, during 2023, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse.

- the quality of our products the reliability of our solutions and the accuracy of our information and data offerings;

Further, defending

- disruptions or delays in our supply chains;

Such new regulations, whether in the U.S.

In addition, competitors recently have launched new exchanges in the U.S., including an exchange established by a group of our customers.

expected.

In September 2018, a member of the Nasdaq Clearing commodities market defaulted due to an inability to post sufficient collateral to cover increased margin requirements for the positions of the relevant member.

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

There are no assurances that similar defaults will not occur again, which

could result in losses.

To the extent that our regulatory capital and risk management policies are not adequate to manage future financial and operational risks in our clearinghouse, we may experience adverse consequences to our operating results or ability to conduct our business.

We further improved the systems' resiliency by adding the UTP SnapShot service.

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

If our cloud services from third party

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

We could face financial risks associated with incurring additional debt, particularly if the debt results in significant incremental leverage.

Charges to earnings resulting from acquisitions, integrations and restructuring costs may materially adversely affect the market value of our common stock.

In accordance with U.S. GAAP, we account for the completion of our acquisitions using the acquisition method of accounting.

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

Our financial results, including earnings per share, could be adversely affected by a number of financial adjustments including the following:

- we may incur additional amortization expense over the estimated useful lives of certain of the intangible assets acquired in connection with acquisitions during such estimated useful lives;

- we may have additional depreciation expense as a result of recording acquired tangible assets at fair value, in accordance with U.S. GAAP, as compared to book value as recorded;

- to the extent the value of goodwill or intangible assets becomes impaired, we may be required to incur material charges relating to the impairment of those assets;

- we may incur additional costs from integrating our acquisitions.

The success of our acquisitions depends, in part, on our ability to integrate these businesses into our existing operations and realize anticipated cost savings, revenue synergies and growth opportunities; and

- we may incur restructuring costs in connection with the reorganization of any of our businesses.

explicitly approved by the SEC.

The SEC could determine not to approve the assessment of such fees in which case some or all of the promissory notes would not be repaid.

As we intend to defend any such litigation actively, significant legal expenses could be incurred.

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.

Like other corporations, we are subject to taxes at the federal, state and local levels, as well as in non-U.S. jurisdictions.

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

In computing our tax obligation in these jurisdictions, we take various tax positions.

If we need to raise funds through issuing additional equity, our equity holders will suffer dilution.

- the quality of our products, including the reliability of our transaction-based, Corporate Services and marketplace technology products, the accuracy of the quote and trade information provided by our Data & Listing Services business and the accuracy of calculations used by our Indexes business for indexes and unit investment trusts;

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.

In addition, unremitted earnings of certain subsidiaries outside of the U.S. are used to finance our international operations and are considered to be indefinitely reinvested.

Even with a favorable outcome, significant litigation against us might unduly burden management, personnel, financial and other resources.

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

The following discussion and analysis of the financial condition and results of operations of Nasdaq [added: refers to the year-over-year comparison for the fiscal years ended December 31, 2023 and December 31, 2022 and] should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Item 1A.

[removed: Business.” Unless stated otherwise, the comparisons presented in this discussion] [added: Discussion of fiscal year 2022 items] and [removed: analysis refer to] the [removed: year-over-year] [added: year-over year] comparison of changes in our financial condition and results of operations as of and for the fiscal years ended December 31, 2022 and December 31, [removed: 2021.][added: 2021 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: 2021,] [added: 2022,] which was previously filed with the SEC on February 23, [removed: 2022, with the exception of certain discussions impacted by the new corporate structure.][added: 2023.]

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

[removed: The] [added: Our three previous reportable segments, Market Platforms, Capital Access Platforms and Anti-Financial Crime, have been changed to align with our] new corporate structure [added: that] includes [added: the following] three [removed: business] segments: [removed: Market Platforms,] Capital Access [removed: Platforms] [added: Platforms, Financial Technology] and [removed: Anti-Financial Crime.][added: Market Services.]

[removed: Nasdaq's] [added: Nasdaq’s] Operating Results

The following tables summarize our financial performance for the year ended December 31, [removed: 2022 when] [added: 2023] compared to the same period in [removed: 2021] [added: 2022] and for the year ended December 31, [removed: 2021] [added: 2022] when compared to the same period in [removed: 2020.][added: 2021.]

The comparability of our results of operations between reported periods is impacted by the acquisition of [removed: Verafin] [added: Adenza] in [removed: February 2021.][added: November 2023.]

See [removed: “2021] [added: “2023] Acquisition,” of Note 4, [removed: “Acquisitions and Divestiture,”] [added: “Acquisitions,”] to the consolidated financial statements for further discussion.

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

| | | | [removed: 2022] [added: 2023] | | | [removed: 2021] | | | [removed: 2020] [added: 2022] | | | [added: 2021] | | | [removed: 2022] [added: | | | 2023] vs. [removed: 2021] [added: 2022] | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| | | | (in millions, except per share amounts) | | | | | | | | | | | | | | | | | | [added: | | |]

| Revenues less transaction-based expenses | | | $ | [removed: 3,582] [added: 3,895] | | [added: | | |] $ | [removed: 3,420] [added: 3,582] | | $ | [removed: 2,903] [added: 3,420] | | | | | [removed: 4.7] [added: 8.7] | | % | [removed: 17.8] [added: 4.7] | | % |

| Operating expenses | | | [removed: 2,018] [added: 2,317] | | | [removed: 1,979] | | | [removed: 1,669] [added: 2,018] | | | [added: 1,979] | | | [removed: 2.0] | | [added: | 14.8 | |] % | [removed: 18.6] [added: 2.0] | | % |

| Operating income | | | [removed: 1,564] [added: 1,578] | | | [removed: 1,441] | | | [removed: 1,234] [added: 1,564] | | | [added: 1,441] | | | [removed: 8.5] | | [added: | 0.9 | |] % | [removed: 16.8] [added: 8.5] | | % |

| Net income attributable to Nasdaq | | | $ | [removed: 1,125] [added: 1,059] | | [added: | | |] $ | [removed: 1,187] [added: 1,125] | | $ | [removed: 933] [added: 1,187] | | | | | [removed: (5.2)] [added: (5.9)] | | % | [removed: 27.2] [added: (5.2)] | | % |

| Diluted earnings per share | | | $ | [removed: 2.26] [added: 2.08] | | [added: | | |] $ | [removed: 2.35] [added: 2.26] | | $ | [removed: 1.86] [added: 2.35] | | | | | [removed: (3.8)] [added: (8.0)] | | % | [removed: 26.3] [added: (3.8)] | | % |

| Cash dividends declared per common share | | | $ | [removed: 0.78] [added: 0.86] | | [added: | | |] $ | [removed: 0.70] [added: 0.78] | | $ | [removed: 0.65] [added: 0.70] | | | | | [removed: 11.4] [added: 10.3] | | % | [removed: 7.7] [added: 11.4] | | % |

[removed: ][added: ]

ARR for a given period is the [added: current] annualized [removed: revenue] [added: value] derived from subscription contracts with a defined contract value.

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

| ▪ | | | | | | [removed: Market technology support and] SaaS subscription [added: and support] contracts [removed: as well as] [added: related to Verafin, surveillance, market technology, AxiomSL, Calypso and] trade management [removed: services contracts,] [added: services,] excluding one-time service requests. | | |

The following chart summarizes our quarterly annualized SaaS revenues for [removed: our Solutions Businesses,] [added: Solutions,] which [removed: are comprised of the] [added: comprises our] Capital Access Platforms and [removed: Anti-Financial Crime segments and the Marketplace] [added: Financial] Technology [removed: business within the Market Platforms segment,] [added: segments,] for [removed: the three months ended] December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (in millions):

[removed: ][added: ]

The following [removed: table] [added: chart] presents our [removed: revenues by segment, transaction-based expenses for our Market Platforms segment] [added: Capital Access Platforms, Financial Technology] and [added: Market Services segments as a percentage of our] total [removed: revenues] [added: revenues,] less transaction-based [removed: expenses:][added: expenses.]

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

| | | | | | | [added: 2023 | | | | | |] 2022 | | | [removed: 2021] | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| | | | | | | (in millions) | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Transaction rebates | | | [added: (1,838)] | | | [added: | | |] (2,092) | | | [removed: (2,168)] | | | [removed: (2,028)] [added: (2,168)] | | | | | | [removed: (3.5)] [added: (12.1)] | | % | [removed: 6.9] [added: (3.5)] | | % |

| Brokerage, clearance and exchange fees | | | [added: (331)] | | | [added: | | |] (552) | | | [removed: (298)] | | | [removed: (694)] [added: (298)] | | | | | | [removed: 85.2] [added: (40.0)] | | % | [removed: (57.1)] [added: 85.2] | | % |

| Total revenues less transaction-based expenses | | | | | | $ | [removed: 3,582] [added: 3,895] | | [added: | | |] $ | [removed: 3,420] [added: 3,582] | | [added: | | |] $ | [removed: 2,903] [added: 3,420] | | | | | [removed: 4.7] [added: 8.7] | | % | [removed: 17.8] [added: 4.7] | | % |

[removed: Percentage] [added: | Percentage] of [removed: Revenues Less Transaction-based Expenses by Segment for the:][added: revenues less transaction-based expenses | | | | | | 6.6% | | | | | | 4.0% | | | | | | 0.8% | | | | | | 3.0% | | | | | | 85.6% | | | | | | 100.0% | | |]

[removed: ][added: ]

[removed: MARKET PLATFORMS][added: | Market Platforms | | | $ | 2,845 | |]

The following tables present [added: net] revenues [added: by product] from our Market [removed: Platforms] [added: Services] segment:

| | | | (in millions) | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Transaction-based expenses: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

Our [removed: Trading] [added: Market] Services [removed: business] [added: segment] includes equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, U.S. Tape plans and other revenues.

The following tables present [removed: net revenues by product] [added: revenue and a key driver] from our [removed: Trading Services] [added: Other] business:

| U.S. Equity Derivative Trading | | | $ | [removed: 371] [added: 374] | | [added: | | |] $ | [removed: 343] [added: 371] | | [added: | | |] $ | [removed: 287] [added: 343] | | | | | [removed: 8.2] [added: 0.8] | | % | [removed: 19.5] [added: 8.2] | | % |

Business.”

For the Financial Technology segment, which was impacted by the new divisional structure subsequent to the Adenza acquisition, the comparisons presented in this discussion and analysis also include the year-over-year comparison of results of operations for the fiscal years ended December 31, 2022 and December 31, 2021.

Following the acquisition of Adenza, we further refined the divisional structure into Capital Access Platforms, Financial Technology and Market Services reportable segments.

For Adenza recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period.

Additionally, for Adenza recurring revenue contracts that include annual values that increase over time, we include in ARR only the annualized value of components of the contract that are considered active as of the date of the ARR calculation.

We do not include the future committed increases in the contract value as of the date of the ARR calculation.

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| Capital Access Platforms | | | | | | $1,770 | | | | | | $1,682 | | | | | | $1,566 | | | | | | 5.2 | | % | 7.4 | | % |

| Financial Technology | | | | | | 1,099 | | | | | | 864 | | | | | | 772 | | | | | | 27.2 | | % | 11.9 | | % |

| Market Services, net | | | | | | 987 | | | | | | 988 | | | | | | 1,005 | | | | | | (0.1) | | % | (1.7) | | % |

| Other revenues | | | | | | 39 | | | | | | 48 | | | | | | 77 | | | | | | (18.8) | | % | (37.7) | | % |

| Data & Listing Services | | | $ | 749 | | | | | $ | 727 | | | | | $ | 678 | | | | | 3.0 | | % | 7.2 | | % |

| Total Capital Access Platforms | | | $ | 1,770 | | | | | $ | 1,682 | | | | | $ | 1,566 | | | | | 5.2 | | % | 7.4 | | % |

| The Nasdaq Stock Market - operating companies | | | | | | 103 | | | | | | 87 | | | | | | 319 | | |

| | | | | | | As of December 31, | | | | | | | | | | | | | | |

| ARR (in millions) | | | | | | $ | 682 | | | | | $ | 664 | | | | | $ | 627 | |

| ARR | | | | | | $ | 72 | | | | | $ | 68 | | | | | $ | 67 | |

Index revenues increased in 2023 compared with 2022 primarily due to higher AUM in exchange traded products linked to Nasdaq indices.

| ARR | | | $ | 481 | | | | | $ | 458 | | | | | $ | 417 | |

The increase in our corporate solutions revenues was primarily due to continued demand for our ESG solutions.

FINANCIAL TECHNOLOGY

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percentage Change | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | 2022 vs. 2021 | | |

| Financial Crime Management Technology | | | $ | 223 | | | | | $ | 176 | | | | | $ | 104 | | | | | 26.7 | | % | 69.2 | | % |

| Regulatory Technology | | | 212 | | | | | | 130 | | | | | | 127 | | | | | | 63.1 | | % | 2.4 | | % |

| Capital Markets Technology | | | 664 | | | | | | 558 | | | | | | 541 | | | | | | 19.0 | | % | 3.1 | | % |

| Total Financial Technology | | | $ | 1,099 | | | | | $ | 864 | | | | | $ | 772 | | | | | 27.2 | | % | 11.9 | | % |

Discussion of fiscal year 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, 2021 and December 31, 2020 can be found in Part II, “Item 7.

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

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

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

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

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

| 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) | | % |

| Total revenues | | | | | | 6,226 | | | 5,886 | | | 5,625 | | | | | | 5.8 | | % | 4.6 | | % |

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.



| 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

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

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

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

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

Transaction rebates, in which we credit a portion of the execution charge to the market participant, decreased in 2022 compared with 2021 primarily due to lower overall U.S. matched market share executed on Nasdaq's exchanges and lower rebate capture rate, partially offset by higher industry trading volumes.

Transaction rebates increased in 2021 compared with 2020 primarily due to higher U.S. industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and a lower rebate capture rate.

Cash equity trading revenues increased in 2022 compared with 2021 primarily due to higher U.S. industry trading volumes and higher overall U.S. matched market share executed on Nasdaq's exchanges, partially offset by an unfavorable impact of changes in foreign exchange rates of $16 million, lower U.S. gross capture rate, lower European trading volumes and lower European market share executed on Nasdaq's exchanges.

Cash equity trading revenues less transaction-based expenses decreased in 2022 compared with 2021 primarily due to lower capture rate, the unfavorable impact of changes in foreign exchange rates of $16 million, lower European trading volumes and lower European market share executed on Nasdaq's exchanges, partially offset by higher U.S. industry trading volumes.

Cash equity trading revenues decreased in 2021 compared with 2020 primarily due to lower overall U.S. matched market share executed on Nasdaq's exchanges, partially offset by higher U.S. gross capture rates, higher U.S. industry trading volumes, higher European value traded and a favorable impact from changes in foreign exchange rates.

Cash equity trading revenues less transaction-based expenses increased in 2021 compared with 2020 primarily due to higher U.S. capture rates, higher U.S. industry trading volumes, higher European value traded and a favorable impact from changes in foreign exchange rates, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.

Transaction rebates decreased in 2021 compared with 2020, primarily due to lower overall U.S. matched market share executed on Nasdaq's exchanges and a lower rebate capture rate, partially offset by higher U.S. industry trading volumes.

The following tables present revenue and key driver from our Other business:

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

Other revenues decreased in 2022 compared with 2021 primarily due to the unfavorable impact of changes in foreign exchange rates of $14 million and lower commodities products revenues, partially offset by higher European trading volumes and higher collateral management services revenues.

Other revenues increased in 2021 compared with 2020 primarily due to the favorable impact of changes in foreign exchange rates of $5 million, higher capture rate and higher European clearing products revenues, partially offset by lower European trading volumes.

Marketplace Technology

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

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

| ARR | | | | | | $ | 503 | | | | | $ | 479 | | | | | $ | 468 | |

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

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

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

[removed: ][added: ]

- *Liquidity:* Within our [added: Financial Technology and] Market [removed: Platforms division,] [added: Services segments,] we continue to modernize markets by utilizing technology to maximize the liquidity of the global economy.

[removed: We brought our markets] [added: The Financial Technology] and [removed: market-related technology businesses together, aligning] [added: Market Services segments together offer] complementary capabilities to capture the potential these technologies can unlock in our industry.

By utilizing [removed: the division’s] [added: our Market Services segment’s] position at the center of markets, we believe that [removed: Market Platforms] [added: our Financial Technology segment] 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 [removed: division] [added: segment] 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 [removed: over] [added: approximately] 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 [removed: will serve] [added: serves] 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:* [removed: Our Anti-Financial] [added: Financial] Crime [removed: division combines Nasdaq's] [added: Management Technology and Regulatory Technology include Nasdaq’s] fraud detection, anti-money laundering, [removed: and] surveillance [added: and risk data management and regulatory reporting solutions] businesses.

[removed: This division remains] [added: These businesses remain] focused on capturing the growth associated with protecting the integrity of the financial system [removed: and] [added: by] fighting financial [removed: crime.][added: crime and helping our clients with their most significant compliance challenges.]

[removed: The division] [added: These businesses] will continue [removed: its focus on] delivering [removed: a] world-class [removed: platform,] [added: solutions,] 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.

[removed: Our Market Platforms] [added: The Financial Technology] segment delivers world leading platforms that improve the liquidity, transparency and integrity of the global economy by architecting and operating the [removed: world's] [added: world’s] best markets.

Our combined options market share in [removed: 2022] [added: 2023] represented the largest share of the U.S. market for multi-listed equity options.

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

Puro.earth’s marketplace capabilities add to our suite of ESG-focused technologies and workflow solutions and give our clients further resources to [removed: successfully] achieve their ESG objectives.

[removed: Marketplace] [added: Capital Markets] Technology [removed: comprises our] [added: includes market technology,] trade management services and [removed: market technology businesses.][added: Calypso.]

Our trade management services [removed: business provides] [added: provide] market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee.

[removed: We launched WorkX in 2021, an upgraded version of Nasdaq ACT Workstation,] [added: WorkX,] a web-based, front-end interface [removed: that] allows market participants to view data, utilize risk management tools, and submit and review trade reports.

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

We completed the previously announced wind-down of our broker services operations business [removed: during] [added: in] 2022.

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

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

Nasdaq’s market technology is utilized by leading markets in [removed: the U.S.,] [added: North America,] Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa.

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

Our market technology business has evolved from its origins serving the capital markets, as we [removed: have leveraged NFF,] [added: leverage] 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.

For market infrastructure operators, which include exchanges, regulators, clearinghouses and central securities depositories, we provide and deliver mission-critical solutions across the trade [removed: lifecycle via NFF,] [added: lifecycle,] 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, testing and quality assurance.

Our [added: market technology business currently offers its services to several digital assets exchanges, and the SaaS-based] 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 Marketplace Services Platform is targeted at new [added: emerging digital] markets and enables end-to-end marketplace implementation without the resources required for on-premise solutions.

Our [removed: successful Nasdaq MRX] [added: ongoing] migration to the cloud, discussed [removed: above,] [added: below,] 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.

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

Our Capital Access Platforms segment includes [removed: our] Data & Listing Services, Index and Workflow & [removed: Insights businesses.][added: Insights.]

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

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

We offer TotalView products for [added: The Nasdaq Stock Market and] our Nasdaq BX, Nasdaq PSX and Nordic markets.

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

[removed: The API is] [added: These APIs are] highly scalable and can support the delivery of real-time exchange data.

As of December 31, [removed: 2022,] [added: 2023,] a total of [removed: 4,230] [added: 4,044] companies listed securities on The Nasdaq Stock Market, with [removed: 1,566] [added: 1,443] listings on The Nasdaq Global Select Market, [removed: 1,298] [added: 1,269] on The Nasdaq Global Market and [removed: 1,366] [added: 1,332] on The Nasdaq Capital Market.

The [removed: 2022] [added: 2023] new listings were comprised of the following:

Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system.

We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy.

In November 2023, Nasdaq completed its acquisition of Adenza.

Through its two solutions, AxiomSL and Calypso, Adenza is a provider of mission-critical risk management, regulatory reporting, and capital markets software to the financial services industry.

The acquisition enhances our technology solutions and further expands Nasdaq’s complementary offerings across mission-critical capital markets infrastructure and compliance.

Following the completion of the Adenza acquisition, including its two flagship solutions, AxiomSL and Calypso, we further aligned our business more closely with the foundational shifts that are driving the evolution of the global financial system.

The divisional structure is as follows:

As of December 31, 2023, a total of 5,262 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges.

| Operating company IPOs | | | 103 | | |

| SPAC IPOs | | | 27 | | |

| Total | | | 330 | | |

| 2023 total | | | 82 | | % |

Our flagship index, the Nasdaq-100 Index, or NDX, includes the top 100 non-financial companies

listed on The Nasdaq Stock Market.

We help organizations enhance their

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

In September 2023, we announced the launch of Nasdaq Metrio, which integrates Nasdaq OneReport and Metrio legacy technologies into a new SaaS-based, end-to-end sustainability platform.

The new platform enables corporates to collect, measure, disclose and communicate investor-grade, audited ESG data efficiently across dozens of raters, rankers and framework organizations to drive strategic outcomes and attract investors.

The platform also features a new Carbon Accounting and Management product for companies looking to focus on their scope 1, 2 and 3 emissions.

We continue to launch new ESG solutions as discussed further in “Environmental, Social and Governance Matters” below.

Financial Technology

This segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology solutions.

Regulatory Technology

Regulatory Technology includes surveillance and AxiomSL solutions.

AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers.

Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures.

AxiomSL’s platform supports compliance across a wide range of global and local regulations.

Capital Markets Technology

Our market technology solutions can handle 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 by non-capital markets customers, as discussed further below.

In addition to serving the market operators in the core capital markets, there is a demand for mission critical solutions to enable robust operation of new emerging asset classes such as crypto currencies and native digital markets.

Calypso is a leading provider of front-to-back trading technology solutions for the financial markets.

The Calypso platform provides customers with a single platform designed to enable consolidation, innovation and growth.

The platform supports front, middle and back office activities in exchange-traded and OTC instruments and supports multiple financial asset classes and the associated financial instruments.

Calypso’s software application specializes in capital markets, investment management, risk management, clearing, collateral, treasury and liquidity management.

Market Services

Our Market Services segment includes our equity derivative trading and clearing, cash equity trading, fixed income, currency and commodities trading.

We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs.

We also operate a U.S. corporate bond exchange for the listing of corporate bonds.

In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval.

Nasdaq is a global technology company serving the capital markets and other industries.

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.

Market Platforms

Our Market Platforms segment includes our Trading Services and Marketplace Technology businesses.

Trading Services

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 June 2021, we sold our U.S. Fixed Income business, which included an electronic platform for the trading of U.S. Treasuries.

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

All Workstation users were migrated to WorkX in 2022.

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

Our market technology business currently offers its services to several digital assets exchanges, commercial real estate markets, the reinsurance market and sports wagering operators.

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.

TotalView shows subscribers quotes, orders and total anonymous interest at every displayed price level in The Nasdaq Stock Market for Nasdaq-listed securities and critical data for the opening, closing, halt and IPO crosses.

| IPOs | | | 161 | | |

| Total | | | 366 | | |

| 2022 total | | | 89 | | % |

| SPACs | | | 86 | | % |

In addition, 12 companies upgraded their listings from Nasdaq First North to Nasdaq Main Market.

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

Nasdaq Dorsey Wright, or NDW, provides passive indexing and smart beta strategies to support the financial advisor community, as well as systematic relative strength strategies to manage separately and unified managed accounts.

NDW strengthens Nasdaq’s position as a leading smart beta index provider in the U.S.

Our ESG Software offering includes OneReport, a SaaS solution, that helps organizations navigate corporate responsibility frameworks, manage information capture and response process, and deliver ESG data to ratings agencies and other stakeholders.

Both solutions support audit and assurance requirements.

In 2022, we expanded our anti-financial crime technology with new capabilities and coverage for the digital assets ecosystem, allowing us to play a central role in combating the rising threat of fraud, money laundering and market manipulation across the digital assets landscape.

In the fourth quarter of 2022, we migrated Nasdaq MRX to the cloud, which is the first exchange moved to an exclusively cloud-enabled infrastructure and the first exchange solely in the cloud of any regulated public market in the world.

We continue to utilize NFF for delivering end-to-end solutions to market infrastructure operators, buy-side firms, sell-side firms and other non-financial markets in addition to also supporting Nasdaq's own internal trading systems.

The framework consists of a single operational core platform that ties together Nasdaq’s portfolio of functionality across the trade lifecycle, in an open framework whereby exchanges, clearinghouses, central securities depositories, and other entities can easily integrate Nasdaq’s business applications with each other, as well as other third-party solutions.

In addition to being able to integrate a broad range of business functions, NFF enables end users to leverage recent technology developments.

We deploy robust technology capabilities and have developed a leading anti-financial crime and corporate and investor franchise.

A Focus on Client Needs Across the Global Financial Ecosystem

For a description of our legal proceedings, if any, see “Legal and Regulatory [removed: Matters - Litigation,”] [added: Matters”] 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: 2022] [added: 2023] | | |

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $17.2] [added: $17.0] billion (this amount represents approximately [removed: 341.3] [added: 340.1] million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of [removed: $50.53] [added: $49.85] of the common stock on The Nasdaq Stock Market on such date).

| Class | | | | | | Outstanding at February 13, [removed: 2023] [added: 2024] | | | | | |

| Common Stock, $0.01 par value per share | | | | | | [removed: 489,002,956] [added: 575,206,570] | | | shares | | |

| Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | | | | | |

| Item 1A. | | | [Risk [removed: Factors](#i98bcab24eac443fdbbbf4949de4a06f2_196)] [added: Factors](#i8eb22f27e82c4f7996f6d6f52b5ca01f_295)] | | | [removed: [19](#i98bcab24eac443fdbbbf4949de4a06f2_196)] [added: [18](#i8eb22f27e82c4f7996f6d6f52b5ca01f_295)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i98bcab24eac443fdbbbf4949de4a06f2_199)] [added: Comments](#i8eb22f27e82c4f7996f6d6f52b5ca01f_313)] | | | [removed: [34](#i98bcab24eac443fdbbbf4949de4a06f2_199)] [added: [33](#i8eb22f27e82c4f7996f6d6f52b5ca01f_313)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i98bcab24eac443fdbbbf4949de4a06f2_160)] [added: Proceedings](#i8eb22f27e82c4f7996f6d6f52b5ca01f_175)] | | | [removed: [34](#i98bcab24eac443fdbbbf4949de4a06f2_160)] [added: [35](#i8eb22f27e82c4f7996f6d6f52b5ca01f_175)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i98bcab24eac443fdbbbf4949de4a06f2_172)] [added: Disclosures](#i8eb22f27e82c4f7996f6d6f52b5ca01f_187)] | | | [removed: [34](#i98bcab24eac443fdbbbf4949de4a06f2_172)] [added: [35](#i8eb22f27e82c4f7996f6d6f52b5ca01f_187)] | | |

| Item 5. | | | [Market for [removed: Registrant's] [added: Registrant](#i8eb22f27e82c4f7996f6d6f52b5ca01f_181)’[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i98bcab24eac443fdbbbf4949de4a06f2_166)] [added: Securities](#i8eb22f27e82c4f7996f6d6f52b5ca01f_181)] | | | [removed: [34](#i98bcab24eac443fdbbbf4949de4a06f2_166)] [added: [35](#i8eb22f27e82c4f7996f6d6f52b5ca01f_181)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i98bcab24eac443fdbbbf4949de4a06f2_100)] [added: Operations](#i8eb22f27e82c4f7996f6d6f52b5ca01f_103)] | | | [removed: [37](#i98bcab24eac443fdbbbf4949de4a06f2_100)] [added: [37](#i8eb22f27e82c4f7996f6d6f52b5ca01f_103)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i98bcab24eac443fdbbbf4949de4a06f2_238)] [added: Risk](#i8eb22f27e82c4f7996f6d6f52b5ca01f_331)] | | | [removed: [58](#i98bcab24eac443fdbbbf4949de4a06f2_238)] [added: [55](#i8eb22f27e82c4f7996f6d6f52b5ca01f_331)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i98bcab24eac443fdbbbf4949de4a06f2_241)] [added: Data](#i8eb22f27e82c4f7996f6d6f52b5ca01f_334)] | | | [removed: [58](#i98bcab24eac443fdbbbf4949de4a06f2_241)] [added: [55](#i8eb22f27e82c4f7996f6d6f52b5ca01f_334)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i98bcab24eac443fdbbbf4949de4a06f2_244)] [added: Disclosure](#i8eb22f27e82c4f7996f6d6f52b5ca01f_337)] | | | [removed: [58](#i98bcab24eac443fdbbbf4949de4a06f2_244)] [added: [55](#i8eb22f27e82c4f7996f6d6f52b5ca01f_337)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i98bcab24eac443fdbbbf4949de4a06f2_154)] [added: Procedures](#i8eb22f27e82c4f7996f6d6f52b5ca01f_169)] | | | [removed: [58](#i98bcab24eac443fdbbbf4949de4a06f2_154)] [added: [56](#i8eb22f27e82c4f7996f6d6f52b5ca01f_169)] | | |

| Item 9B. | | | [Other [removed: Information](#i98bcab24eac443fdbbbf4949de4a06f2_175)] [added: Information](#i8eb22f27e82c4f7996f6d6f52b5ca01f_190)] | | | [removed: [60](#i98bcab24eac443fdbbbf4949de4a06f2_175)] [added: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_190)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i98bcab24eac443fdbbbf4949de4a06f2_253)] [added: Inspections](#i8eb22f27e82c4f7996f6d6f52b5ca01f_346)] | | | [removed: [60](#i98bcab24eac443fdbbbf4949de4a06f2_253)] [added: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_346)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i98bcab24eac443fdbbbf4949de4a06f2_208)] [added: Governance](#i8eb22f27e82c4f7996f6d6f52b5ca01f_358)] | | | [removed: [60](#i98bcab24eac443fdbbbf4949de4a06f2_208)] [added: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_358)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i98bcab24eac443fdbbbf4949de4a06f2_211)] [added: Compensation](#i8eb22f27e82c4f7996f6d6f52b5ca01f_361)] | | | [removed: [60](#i98bcab24eac443fdbbbf4949de4a06f2_211)] [added: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_361)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i98bcab24eac443fdbbbf4949de4a06f2_214)] [added: Matters](#i8eb22f27e82c4f7996f6d6f52b5ca01f_364)] | | | [removed: [60](#i98bcab24eac443fdbbbf4949de4a06f2_214)] [added: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_364)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i98bcab24eac443fdbbbf4949de4a06f2_220)] [added: Independence](#i8eb22f27e82c4f7996f6d6f52b5ca01f_370)] | | | [removed: [60](#i98bcab24eac443fdbbbf4949de4a06f2_220)] [added: [59](#i8eb22f27e82c4f7996f6d6f52b5ca01f_370)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i98bcab24eac443fdbbbf4949de4a06f2_223)] [added: Services](#i8eb22f27e82c4f7996f6d6f52b5ca01f_373)] | | | [removed: [61](#i98bcab24eac443fdbbbf4949de4a06f2_223)] [added: [59](#i8eb22f27e82c4f7996f6d6f52b5ca01f_373)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i98bcab24eac443fdbbbf4949de4a06f2_259)] [added: Schedules](#i8eb22f27e82c4f7996f6d6f52b5ca01f_379)] | | | [removed: [61](#i98bcab24eac443fdbbbf4949de4a06f2_259)] [added: [59](#i8eb22f27e82c4f7996f6d6f52b5ca01f_379)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i98bcab24eac443fdbbbf4949de4a06f2_262)] [added: Summary](#i8eb22f27e82c4f7996f6d6f52b5ca01f_382)] | | | [removed: [64](#i98bcab24eac443fdbbbf4949de4a06f2_262)] [added: [62](#i8eb22f27e82c4f7996f6d6f52b5ca01f_382)] | | |

[removed: 2020] [added: 2022 Revolving] Credit Facility: $1.25 billion senior unsecured revolving credit facility, which [removed: was] [added: matures on December 16, 2027, which has] replaced [removed: by] the [removed: 2022 Credit Facility] [added: $1.25 billion credit facility issued] in [removed: December 2022][added: 2020]

[removed: 2024] [added: 2025] Notes: $500 million aggregate principal amount of [removed: 4.25%] [added: 5.650%] senior unsecured [removed: notes, repaid in full and terminated in March 2022][added: notes due June 28, 2025]

2052 Notes: [removed: $500] [added: $550] million aggregate principal amount of 3.950% senior unsecured notes due March 7, 2052

FINRA: Financial Industry Regulatory [removed: Authority]

[removed: FRAML: Fraud Detection & Anti-Money] [added: AML: Anti-money] Laundering

Proxy Statement: [removed: Nasdaq's] [added: Nasdaq’s] Definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders

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

*•our ability to keep up with rapid technological [removed: advances] [added: advances, including our ability to effectively manage the development] and [added: use of artificial intelligence in certain of our products and offerings, and] adequately address cybersecurity risks;*

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this [removed: report.][added: Annual Report on Form 10-K.]

| 4.500% Senior Notes due 2032 | | | | | | NDAQ32 | | | | | | The Nasdaq Stock Market | | |

| [Part I.](#i8eb22f27e82c4f7996f6d6f52b5ca01f_388) | | | | | | | | |

| Item 1. | | | [Business](#i8eb22f27e82c4f7996f6d6f52b5ca01f_208) | | | [1](#i8eb22f27e82c4f7996f6d6f52b5ca01f_208) | | |

| Item 1C. | | | [C](#i8eb22f27e82c4f7996f6d6f52b5ca01f_3005)[ybersecurity](#i8eb22f27e82c4f7996f6d6f52b5ca01f_3005) | | | [33](#i8eb22f27e82c4f7996f6d6f52b5ca01f_3005) | | |

| Item 2. | | | [Properties](#i8eb22f27e82c4f7996f6d6f52b5ca01f_316) | | | [34](#i8eb22f27e82c4f7996f6d6f52b5ca01f_316) | | |

| [Part II.](#i8eb22f27e82c4f7996f6d6f52b5ca01f_172) | | | | | | | | |

| Item 6. | | | [\[Reserved\]](#i8eb22f27e82c4f7996f6d6f52b5ca01f_325) | | | [37](#i8eb22f27e82c4f7996f6d6f52b5ca01f_325) | | |

| [Part III.](#i8eb22f27e82c4f7996f6d6f52b5ca01f_172) | | | | | | | | |

| [Part IV.](#i8eb22f27e82c4f7996f6d6f52b5ca01f_172) | | | | | | | | |

| | | | | | | | | |

2028 Notes: $1 billion aggregate principal amount of 5.350% senior unsecured notes due June 28, 2028

2032 Notes: €750 million aggregate principal amount of 4.500% senior unsecured notes due February 15, 2032

2034 Notes: $1.25 billion aggregate principal amount of 5.550% senior unsecured notes due February 15, 2034

2053 Notes: $750 million aggregate principal amount of 5.950% senior unsecured notes due August 15, 2053

2063 Notes: $750 million aggregate principal amount of 6.100% senior unsecured notes due June 28, 2063

EBITDA: Earnings before interest, taxes, depreciation and amortization

GICS: Global Industry Classification Standard

| [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) | | | | | | | | |

2022 Credit Facility: $1.25 billion senior unsecured revolving credit facility, which matures on December 16, 2027

2022 Notes: $600 million aggregate principal amount of 0.445% senior unsecured notes; repaid in full, at maturity, in December 2022

ASU 2016-13: Measurement of Credit Losses on Financial Instruments

MTF: Multilateral Trading Facility

NFF: Nasdaq Financial Framework; Nasdaq's end-to-end technology solutions for market infrastructure operators, buy-side firms, sell-side firms and other non-financial markets

Risk management and strategy

Nasdaq’s brand and role as a critical infrastructure provider for global financial markets, and operator of the Nasdaq Stock Market, make us an attractive target for cybersecurity risks, including from international political opponents, hacktivists and ransomware or other financially motivated criminals targeting the financial sector.

Our cybersecurity risks include financial and reputational damage, along with collateral damage from loss of customer confidence in our exchange, products or offerings, as applicable, potential regulatory enforcement actions or litigation, either from governmental authorities or shareholders, or the failure to comply with contractual breach notifications.

To date, no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our business, our business strategy, our results of operations or financial condition.

For further information, see “Our role in the global marketplace positions us at greater risk for a cyberattack” and “Expanded cybersecurity regulations, and increased cybersecurity infrastructure and compliance costs, may adversely impact our results of operations” in “Item 1A, Risk Factors” of this Annual Report on Form 10-K.

Our risk management and mitigation approach includes the adoption of security controls and adaptive ongoing threat analysis.

Our policies and our baseline security controls incorporate robust security infrastructure, risk-based controls and multi- layered defense systems.

We have 16 System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure.

Our adaptive analysis monitors the threat landscape relevant to Nasdaq, our vendors and financial industry peers, and threats arising from geopolitical events.

As the external threat landscape evolves, our information security controls are regularly evaluated, updated and enhanced to help protect against emerging risks.

Additionally, we conduct extensive cybersecurity assessments of our acquired entities, both prior to acquisition and following completion of the transaction, to understand potential threats and mitigate any potential security gaps, as well as to ensure compliance with our security infrastructure and access management practices and policies.

We periodically engage external advisors to perform an analysis of our information security procedures, which include a review of program documentation and an overall maturity assessment of Nasdaq’s information security programs.

These advisors provide recommendations to further enhance our procedures.

The findings are then presented to the Audit & Risk Committee of the Board of Directors, or the Audit & Risk Committee.

In 2023, our management team and the Board of Directors conducted tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts.

We use certain cloud-based third-party vendors for the core trading systems of certain of our exchanges and certain of our governance products and solutions.

Prior to engaging such vendors, we analyze each provider’s SOC2 certifications and perform due diligence and testing for information security and interoperability with our systems, and annually review the SOC2 certifications.

Our security assurance and threat assessment team, within our Information Security organization, collaborates with our external threat intelligence providers to proactively review Nasdaq, and our vendors with respect to emerging threats and associated risks.

For our third-party service providers, our risk assessment process evaluates the probability and potential impact of incidents related to operational errors, technology disruptions, information security breaches, workforce issues, internal and external fraud, financial actions, and legal and regulatory matters.

This assessment process is part of our Supplier Risk Management program, which establishes processes for identifying, assessing, and periodically reviewing our exposure to risk through third party vendors.

Governance

Cybersecurity is an integral part of risk management at Nasdaq.

The Board of Directors appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effect any such incidents may have on us.

We use a cross-departmental approach to assess and manage cybersecurity risk, with our Information Security; Legal, Risk and Regulatory; and Internal Audit functions presenting on key topics to the Audit & Risk Committee, which provides oversight of our cybersecurity risk.

Additionally, members from these organizations, along with Finance and Accounting, comprise a rapid response team that would mobilize in the event of a significant cybersecurity incident and would analyze and evaluate the incident while also advising the executive management team.

Our Global Risk Management Committee, which includes our Chair and CEO and other senior executives, assists the Board of Directors in its cybersecurity risk oversight role.

Our Audit & Risk Committee receives quarterly or, if needed, more frequent reports on cybersecurity and information security matters from our Chief Information Security Officer, or CISO, and his team.

The CISO has more than 25 years of experience in information technology and information security, particularly in the financial services industry, and our Information Security organization has more than 100 members, with expertise in application security; governance and compliance; program and vulnerability management; security engineering; security operations security assurance; and threat intelligence and security architecture.

This regular reporting to the Audit & Risk Committee also includes a cybersecurity dashboard that contains information on cybersecurity governance processes, and from time to time, also includes the status of projects to strengthen internal cybersecurity, ongoing prevention and mitigation efforts, security features of the products and services we provide our customers, or the results of security events during the period.

The Audit & Risk Committee also reviews and discusses recent cyber incidents affecting the industry and the emerging threat landscape.

Cybersecurity is a shared responsibility, and our goal is for all employees to be vigilant in helping to protect our organization and themselves, at all times.

We routinely perform simulations and tabletop exercises, and incorporate external resources and advisors as needed, to help strengthen our cybersecurity protection and information security procedures and safeguards.

All employees are required to complete annual cybersecurity awareness training and have access to continuous cybersecurity educational opportunities throughout the year.

Nasdaq also maintains a cybersecurity and information security risk insurance policy, and our Nasdaq Information Security Management System conforms to ISO 27001 requirements and is ISO 27001 certified.

On an annual basis, the Information Security team reviews and updates its governance documents, including the Information Security Charter, the Information Security Policy, and the Information Security Program Plan, and then presents the revised documents to the Audit & Risk Committee for review and/or approval.

Additionally, the Information Security team maintains a formal cybersecurity strategic three-year plan, which outlines the strategic vision and associated goals for the cybersecurity of our global operations.

The plan is regularly updated with new initiatives that align with technology innovations and changes in the threat landscape, and is reviewed and approved by the CISO and the Audit & Risk Committee.

Throughout the three-year plan term, the CISO regularly provides management with progress reports.

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

Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of February 13, [removed: 2023,] [added: 2024,] we had approximately [removed: 209] [added: 202] 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: 2022:][added: 2023:]

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 293] [added: 2,000] | |

| Employee transactions | | | | | | [removed: 27,913] [added: —] | | | | | | $ | [removed: 59.76] [added: —] | | | | | N/A | | | | | | N/A | | |

| Total Quarter Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| [removed: Peer] [added: 2022 Peer] Group | | | | | | | | | | | | | | | | | |

The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, [removed: 2017] [added: 2018] and the reinvestment of all dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL [removed: RETURN*][added: RETURN]

Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P [removed: 500,] [added: 500] and [removed: a] Peer [removed: Group][added: Groups]

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| October 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Employee transactions | | | | | | 19,360 | | | | | | $ | 48.85 | | | | | N/A | | | | | | N/A | | |

| November 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program | | | | | | 1,751,513 | | | | | | $ | 52.36 | | | | | 1,751,513 | | | | | | $ | 1,908 | |

| December 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program | | | | | | 333,261 | | | | | | $ | 54.44 | | | | | 333,261 | | | | | | $ | 1,890 | |

| Employee transactions | | | | | | 17,883 | | | | | | $ | 56.22 | | | | | N/A | | | | | | N/A | | |

| Share repurchase program | | | | | | 2,084,774 | | | | | | $ | 52.69 | | | | | 2,084,774 | | | | | | $ | 1,890 | |

| Employee transactions | | | | | | 37,243 | | | | | | $ | 52.39 | | | | | N/A | | | | | | N/A | | |

We changed our peer group in the table below to the S&P 500 GICS 4020 Index, or New Peer Group, which is a blend of exchanges, as well as data, financial technology and banking companies to align more closely with Nasdaq’s diverse business and competitors.

| Nasdaq, Inc. | | | $ | 100 | | | | | $ | 134 | | | | | $ | 169 | | | | | $ | 270 | | | | | $ | 240 | | | | | $ | 231 | |

| Nasdaq Composite Index | | | 100 | | | | | | 137 | | | | | | 198 | | | | | | 242 | | | | | | 163 | | | | | | 236 | | |

| S&P 500 | | | 100 | | | | | | 131 | | | | | | 156 | | | | | | 200 | | | | | | 164 | | | | | | 207 | | |

| New Peer Group | | | 100 | | | | | | 125 | | | | | | 139 | | | | | | 188 | | | | | | 167 | | | | | | 193 | | |

| 2022 Peer Group | | | 100 | | | | | | 128 | | | | | | 153 | | | | | | 171 | | | | | | 142 | | | | | | 170 | | |

The prior peer group, collectively referred to as the 2022 Peer Group, was comprised of the following companies:

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

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

| 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 | | |

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

* $100 invested on 12/31/2017 in stock or index, including reinvestment of dividends.

| 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 | | |

Nasdaq’s consolidated financial statements, including Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] Consolidated Statements of Changes in [removed: Stockholders'] [added: Stockholders’] Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated February [removed: 23, 2023,] [added: 21, 2024,] are attached hereto as pages F-1 through [removed: F-44] [added: F-45] and incorporated by reference herein.

[removed: Disclosure controls and procedures.] Nasdaq’s management, with the participation of Nasdaq’s Chief Executive [removed: Officer,] [added: 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.

[removed: There have been] [added: Based on the evaluation completed by management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that, except as noted above with respect to the acquisition of Adenza, there were] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.

Although there are inherent limitations in the effectiveness of any system of internal control over financial reporting, [added: or ICFR,] we maintain a system of internal control that is designed to provide reasonable assurance as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition that could have a material effect on the financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] our internal control over financial reporting is effective.

We have audited Nasdaq, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 23, 2023] [added: 21, 2024] expressed an unqualified opinion thereon.

Disclosure controls and procedures.

In November 2023, Nasdaq completed the acquisition of Adenza.

We accounted for this acquisition as a business combination.

The scope of management’s assessment of the effectiveness of the Company’s disclosure controls and procedures did not include the internal controls over financial reporting of Adenza.

This exclusion is in accordance with the SEC staff’s general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment for one year following the acquisition.

The recognition of goodwill and intangible assets, however, is covered by our internal controls over mergers and acquisitions, which were included in management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Our management has excluded the ICFR of Adenza, which we acquired on November 1, 2023 as discussed in Note 4 “Acquisitions,” to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Total revenues subject to Adenza’s ICFR represented 4% and 3% of revenues less transaction-based expenses and operating income, respectively, for the fiscal year ended December 31, 2023.

Total assets subject to Adenza’s ICFR represented 36% of our consolidated total assets as of December 31, 2023 (of which $11 billion, or 34% of our consolidated total assets, represents intangible assets acquired and the goodwill resulting from the Adenza acquisition, which were subject to our ICFR as of December 31, 2023) and net assets of Adenza represented 3% of our consolidated net assets, excluding intangible assets acquired and the corresponding deferred tax liability as well as the goodwill resulting from the Adenza acquisition, which were subject to our ICFR as of December 31, 2023.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of ICFR for a period of up to one year following an acquisition while integrating the acquired company.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Adenza, which is included in the 2023 consolidated financial statements of the Company and constituted 2% and 3% of total and net assets, respectively, as of December 31, 2023 and 4% and 3% of revenues less transaction-based expenses and operating income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Adenza.

February 21, 2024

February 23, 2023

During the three months ended December 31, 2023, none of the Company’s directors or officers adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

None.

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

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

| Equity compensation plans approved by stockholders | | | | | | 1,420,323 | | | | | | $ | 41.79 | | | | | [removed: 38,534,312] [added: 36,014,602] | | |

| Total | | | | | | 1,420,323 | | | | | | $ | 41.79 | | | | | [removed: 38,534,312] [added: 36,014,602] | | |

As of December 31, [removed: 2022,] [added: 2023,] we also had [removed: 6,347,055] [added: 6,217,621] 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: 26,430,038] [added: 24,598,016] shares of common stock that may be awarded pursuant to the Equity Plan and (b) [removed: 12,104,274] [added: 11,416,586] shares of common stock that may be issued pursuant to the ESPP.

The employees that joined us from Adenza are not yet eligible for participation in the ESPP, as payroll and benefits integration efforts remain ongoing following the consummation of the Adenza acquisition in November 2023.

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 [removed: “Audit & Risk Annual] [added: “Annual] Evaluation and [removed: 2023] [added: 2024] Selection of the Independent [removed: Auditor”] [added: Auditors”] in the Proxy Statement.

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1120193/000119312513253519/d551100dex41.htm)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/1120193/000119312513253519/d551100dex41.htm)] | | | | | | Indenture, dated as of June 7, 2013, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 10, 2013). | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1120193/000119312513253519/d551100dex42.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/1120193/000119312520035607/d888173dex42.htm)] | | | | | | [removed: First] [added: Seventh] Supplemental Indenture, dated [removed: as of June 7, 2013,] [added: February 13, 2020,] among Nasdaq, [removed: Inc. (f/k/a The NASDAQ OMX Group, Inc.),] [added: Inc.,] Wells Fargo Bank, National Association, as Trustee, [removed: Deutsche] [added: and HSBC] Bank [removed: AG, London Branch,] [added: USA, National Association,] as paying [removed: agent,] [added: agent] and [removed: Deutsche Bank Luxembourg S.A.,] as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the [removed: Current Report on] [added: Company’s] Form [removed: 8-K] [added: 8-A] filed on [removed: June 10, 2013).] [added: February 13, 2020).] | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1120193/000119312514217628/d734049dex41.htm)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312520123181/d836687dex42.htm)] | | | | | | [removed: Second] [added: Eighth] Supplemental Indenture, dated [removed: as of May 29, 2014, among] [added: April 28, 2020, by and between] Nasdaq, Inc. [removed: (f/k/a The NASDAQ OMX Group, Inc.)] and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K filed on [removed: May 30, 2014).] [added: April 28, 2020).] | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/1120193/000119312516599270/d176138dex41.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/1120193/000119312519094591/d724290dex42.htm)] | | | | | | [removed: Third] [added: Sixth] Supplemental Indenture, dated as of [removed: May 20, 2016,] [added: April 1, 2019,] among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated [removed: herein] by reference to [added: Exhibit 4.2 to] the [removed: Current Report on] Form [removed: 8-K] [added: 8-A] filed on [removed: May 23, 2016).] [added: April 1, 2019).] | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1120193/000119312517291412/d445171dex41.htm)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex43.htm)] | | | | | | [removed: Fifth] [added: Tenth] Supplemental Indenture, dated [removed: as of September 22, 2017, among] [added: December 21, 2020, by and between] Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.3] to the Current Report on Form 8-K filed on [removed: September 22, 2017).] [added: December 21, 2020).] | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312519094591/d724290dex42.htm)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/1120193/000119312521230350/d177716dex42.htm)] | | | | | | [removed: Sixth] [added: Twelfth] Supplemental Indenture, dated [removed: as of April 1, 2019,] [added: July 30, 2021, by and] among Nasdaq, Inc., Wells Fargo Bank, National Association, as [removed: Trustee,] [added: Trustee] and HSBC Bank USA, National Association, as [removed: paying agent and as] registrar and transfer agent (incorporated [added: herein] by reference to Exhibit 4.2 to the [removed: Form] [added: Company’s] 8-A filed on [removed: April 1, 2019).] [added: July 30, 2021).] | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/1120193/000119312520035607/d888173dex42.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex47.htm)[.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex47.htm)[0](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex47.htm)] | | | | | | [removed: Seventh] [added: Nineteenth] Supplemental Indenture, dated [removed: February 13, 2020, among] [added: as of June 28, 2023, by and between] Nasdaq, [removed: Inc.,] [added: Inc. and Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as [removed: Trustee,] [added: trustee] and HSBC Bank USA, National Association, as paying [removed: agent and as] [added: agent,] registrar and transfer agent (incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.7] to the [removed: Company’s] [added: Current Report on] Form [removed: 8-A] [added: 8-K] filed on [removed: February 13, 2020).] [added: June 28, 2023).] | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1120193/000119312520123181/d836687dex42.htm)] [added: [4.12](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex44.htm)] | | | | | | [removed: Eighth] [added: Eleventh] Supplemental Indenture, dated [removed: April 28,] [added: December 21,] 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.4] to the Current Report on Form 8-K filed on [removed: April 28,] [added: December 21,] 2020). | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex42.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex42.htm)[.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex42.htm)[5](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex42.htm)] | | | | | | [removed: Ninth] [added: Fourteenth] Supplemental Indenture, dated [removed: December 21, 2020,] [added: as of June 28, 2023,] by and between Nasdaq, Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as [removed: Trustee] [added: trustee] (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on [removed: December 21, 2020).] [added: June 28, 2023).] | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex43.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex43.htm)[.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex43.htm)[6](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex43.htm)] | | | | | | [removed: Tenth] [added: Fifteenth] Supplemental Indenture, dated [removed: December 21, 2020,] [added: as of June 28, 2023,] by and between Nasdaq, Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as [removed: Trustee] [added: trustee] (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on [removed: December 21, 2020).] [added: June 28, 2023).] | | |

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex44.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex44.htm)[.](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex44.htm)[17](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex44.htm)] | | | | | | [removed: Eleventh] [added: Sixteenth] Supplemental Indenture, dated [removed: December 21, 2020,] [added: as of June 28, 2023,] by and between Nasdaq, Inc. and [added: Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association,] [added: Association),] as [removed: Trustee] [added: trustee] (incorporated herein by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on [removed: December 21, 2020).] [added: June 28, 2023).] | | |

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/1120193/000119312521230350/d177716dex42.htm)] [added: [4.14](http://www.sec.gov/Archives/edgar/data/1120193/000119312522068029/d324996dex42.htm)] | | | | | | [removed: Twelfth] [added: Thirteenth] Supplemental Indenture, dated [removed: July 30, 2021,] [added: as of March 7, 2022,] by and [removed: among] [added: between] Nasdaq, [removed: Inc.,] [added: Inc. and Computershare Trust Company, N.A. (as successor to] Wells Fargo Bank, National [removed: Association, as Trustee and HSBC Bank USA, National Association,] [added: Association),] as [removed: registrar and transfer agent] [added: trustee] (incorporated [added: herein] by reference to Exhibit 4.2 to the Company’s [removed: 8-A] [added: Current Report on Form 8-K] filed on [removed: July 30, 2021).] [added: March 7, 2022).] | | |

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/1120193/000119312522068029/d324996dex42.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex45.htm)[.](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex45.htm)[18](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex45.htm)] | | | | | | [removed: Thirteenth] [added: Seventeenth] Supplemental Indenture, dated as of [removed: March 7, 2022,] [added: June 28, 2023,] by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated [added: herein] by reference to Exhibit [removed: 4.2] [added: 4.5] to the [removed: Company's] Current Report on Form 8-K filed on [removed: March 7, 2022).] [added: June 28, 2023).] | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-418.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-421.htm)] | | | | | | Description of Securities. | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000022/ndaq6302021ex-101.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-101.htm)] | | | | | | Amended and Restated Board Compensation Policy, effective on June 16, [removed: 2021] [added: 2023] (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2021] [added: 2023] filed on August [removed: 4, 2021).*] [added: 2, 2023).*] | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-101.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-102.htm)] | | | | | | Form of Nasdaq Restricted Stock Unit Award Certificate (employees) (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2022] [added: 2023] filed on August [removed: 3, 2022).*] [added: 2, 2023).*] | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-102.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-103.htm)] | | | | | | Form of Nasdaq Restricted Stock Unit Award Certificate (directors) (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.3] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2022] [added: 2023] filed on August [removed: 3, 2022).*] [added: 2, 2023).*] | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1120193/000112019318000010/ndaq6302018ex-104.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-104.htm)] | | | | | | Form of Nasdaq [removed: One-Year] [added: Three-Year] Performance Share Unit Agreement (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019] [added: 2023] filed on August [removed: 5, 2019).*] [added: 2, 2023).*] | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-103.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-105.htm)] | | | | | | [removed: Form of Nasdaq Three-Year Performance Share Unit] [added: Employment] Agreement [added: by and between Nasdaq, Inc. and Bradley J. Peterson, dated June 22, 2022] (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.5] to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed on August 3, 2022).* | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-109.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-109.htm)] | | | | | | Form of Nasdaq Continuing Obligations 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: [10.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex106.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex106.htm)] | | | | | | Amended and Restated Supplemental Executive Retirement Plan, dated as of December 17, 2008 (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | | |

| [removed: [10.10.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex1061.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex1061.htm)] | | | | | | Amendment No. 1 to Amended and Restated Supplemental Executive Retirement Plan, effective as of December 31, 2008 (incorporated herein by reference to Exhibit 10.6.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009).* | | |

| [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 19, 2021 and effective as of January 1, 2022 (incorporated [added: herein] by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022).* | | |

| [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, 2022 (incorporated [added: herein] 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/1120193/000112019321000011/ndaq12312020ex-1017.htm)] [added: [1](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-102.htm)[0](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-102.htm)[.](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-102.htm)[20](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-102.htm)] | | | | | | Employment [removed: Agreement] [added: Offer Letter] by and between Nasdaq, Inc. and [removed: Bradley J. Peterson,] [added: Sarah Youngwood,] dated [removed: October 1, 2020] [added: as of August 31, 2023] (incorporated herein by reference to Exhibit [removed: 10.17] [added: 10.2] to the [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2020] [added: September 30, 2023] filed on [removed: February 23, 2021).*] [added: November 3, 2023).*] | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000017/ndaq6302022ex-105.htm)] [added: [1](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-101.htm)[0.](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-101.htm)[19](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-101.htm)] | | | | | | [removed: Employment] [added: General Release and Separation] Agreement by and between Nasdaq, Inc. and [removed: Bradley J. Peterson,] [added: Ann M. Dennison,] dated [removed: June 22, 2022] [added: as of August 31, 2023] (incorporated herein by reference to Exhibit [removed: 10.5] [added: 10.1] to the Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2022] [added: 2023] filed on [removed: August] [added: November] 3, [removed: 2022).] [added: 2023).*] | | |

| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1019.htm)] [added: [10.21](http://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, 2013, as amended December 6, [removed: 2022.*] [added: 2022 (incorporated by reference herein to Exhibit 10.19 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023.*] | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1120193/000119312520323198/d30071dex101.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1120193/000119312522307319/d428469dex101.htm)] | | | | | | [added: Amended and Restated] Credit Agreement, dated as of December [removed: 21, 2020,] [added: 16, 2022,] among Nasdaq, Inc., the various lenders [removed: from time to time] [added: and issuing bank] party thereto [removed: and,] [added: and] Bank of America, N.A., as administrative agent [removed: and issuing bank] (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December [removed: 21, 2020).] [added: 16, 2022). †] | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1120193/000112019322000007/ndaq12312021ex-1023.htm)] [added: [1](http://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/d520835dex101.htm)[0](http://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/d520835dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/d520835dex101.htm)[2](http://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/d520835dex101.htm)[4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/d520835dex101.htm)] | | | | | | [removed: LIBOR Transition Amendment,] [added: Amendment No. 2 to Amended and Restated Credit Agreement,] dated as of [removed: October 19, 2021 by and] [added: June 16, 2023,] among Nasdaq, [removed: Inc.] [added: Inc., a Delaware corporation, the lenders party thereto] and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit [removed: 10.23] [added: 10.1] to the [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2021] [added: 8-K] filed on [removed: February 23, 2022).] [added: June 20, 2023).] | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1120193/000119312522307319/d428469dex101.htm)] [added: [1](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex101.htm)[0](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex101.htm)[.](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex101.htm)[25](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex101.htm)] | | | | | | [removed: Amended and Restated] [added: Term Loan] Credit Agreement, dated as of [removed: December 16, 2022,] [added: June 28, 2023,] among Nasdaq, Inc., the [removed: various] lenders and [removed: issuing bank] [added: other parties] party [removed: thereto] [added: thereto,] and Bank of America, N.A., as [removed: administrative agent] [added: Administrative Agent] (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on [removed: December 16, 2022).] [added: June 28, 2023).†] | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex103.htm)] [added: [10.26](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: [10.24](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1024.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1024.htm)] | | | | | | Verafin Holdings Inc. Amended and Restated Management Incentive [removed: Plan*] [added: Plan (incorporated by reference herein to Exhibit 10.24 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023.)*] | | |

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1025.htm)] [added: [10.28](http://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, [removed: 2023*] [added: 2023 (incorporated by reference herein to Exhibit 10.25 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023.)*] | | |

| [removed: [11](#i98bcab24eac443fdbbbf4949de4a06f2_73)] [added: [11](#i8eb22f27e82c4f7996f6d6f52b5ca01f_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/1120193/000112019323000014/ndaq12312022ex-211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-211.htm)] | | | | | | List of all subsidiaries. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-231.htm)] | | | | | | Consent of Ernst & Young LLP. | | |

| [removed: [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-241.htm)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-241.htm)] | | | | | | Powers of Attorney. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-311.htm)] | | | | | | Certification of 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/1120193/000112019323000014/ndaq12312022ex-312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-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/1120193/000112019323000014/ndaq12312022ex-321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-321.htm)] | | | | | | Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley. | | |

| [2](http://www.sec.gov/Archives/edgar/data/1120193/000119312523164839/d476077dex21.htm)[.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312523164839/d476077dex21.htm) | | | | | | Agreement and Plan of Merger, dated as of June 10, 2023, by and among Nasdaq, Inc., Argus Merger Sub 1, Inc., Argus Merger Sub 2, LLC, Adenza Holdings, Inc. and Adenza Parent, LP. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on June 12, 2023).† | | |

| [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/d655352dex41.htm)[.5](http://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/d655352dex41.htm) | | | | | | Stockholders’ Agreement, dated as of November 1, 2023, by and among Nasdaq, Inc., Adenza Parent, LP and Thoma Bravo, L.P. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 3, 2023). | | |

| [4.6](http://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/d655352dex42.htm) | | | | | | Registration Rights Agreement, dated as of November 1, 2023, by and among Nasdaq, Inc. and Adenza Parent, LP. (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on November 3, 2023). | | |

| [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex46.htm)[.](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex46.htm)[19](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex46.htm) | | | | | | Eighteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.6 to the Current Report on Form 8-K filed on June 28, 2023). | | |

| [1](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000017/ndaq3312023ex-101.htm)[0.](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000017/ndaq3312023ex-101.htm)[23](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000017/ndaq3312023ex-101.htm) | | | | | | Amendment No. 1 to Amended and Restated Credit Agreement, dated as of March 29, 2023, among Nasdaq, Inc., the Lenders party hereto, Bank of America, N.A., as administrative agent and BofA Securities, Inc., as Sustainability Coordinator (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 30, 2023 filed on May 4, 2023).† | | |

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

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| [9](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-971.htm)[7](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-971.htm)[.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-971.htm) | | | | | | Supplemental Executive Officer Recoupment Policy.* | | |

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| | | | | | | | | |

| [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* | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 23, 2023.][added: 21, 2024.]

| Date: | | | February [removed: 23, 2023] [added: 21, 2024] | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February [removed: 23, 2023.][added: 21, 2024.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i98bcab24eac443fdbbbf4949de4a06f2_274)] [added: Firm](#i8eb22f27e82c4f7996f6d6f52b5ca01f_394)] (PCAOB ID 42) | | | [removed: F-[2](#i98bcab24eac443fdbbbf4949de4a06f2_274)] [added: F-[2](#i8eb22f27e82c4f7996f6d6f52b5ca01f_394)] | | |

| [Consolidated Balance [removed: Sheets](#i98bcab24eac443fdbbbf4949de4a06f2_19)] [added: Sheets](#i8eb22f27e82c4f7996f6d6f52b5ca01f_19)] | | | [removed: F-[4](#i98bcab24eac443fdbbbf4949de4a06f2_19)] [added: F-[4](#i8eb22f27e82c4f7996f6d6f52b5ca01f_19)] | | |

| [Consolidated Statements of [removed: Income](#i98bcab24eac443fdbbbf4949de4a06f2_22)] [added: Income](#i8eb22f27e82c4f7996f6d6f52b5ca01f_22)] | | | [removed: F-[5](#i98bcab24eac443fdbbbf4949de4a06f2_22)] [added: F-[5](#i8eb22f27e82c4f7996f6d6f52b5ca01f_22)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i98bcab24eac443fdbbbf4949de4a06f2_25)] [added: Income](#i8eb22f27e82c4f7996f6d6f52b5ca01f_25)] | | | [removed: F-[6](#i98bcab24eac443fdbbbf4949de4a06f2_25)] [added: F-[6](#i8eb22f27e82c4f7996f6d6f52b5ca01f_25)] | | |

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

| [Consolidated Statements of Cash [removed: Flows](#i98bcab24eac443fdbbbf4949de4a06f2_31)] [added: Flows](#i8eb22f27e82c4f7996f6d6f52b5ca01f_31)] | | | [removed: F-[8](#i98bcab24eac443fdbbbf4949de4a06f2_31)] [added: F-[8](#i8eb22f27e82c4f7996f6d6f52b5ca01f_31)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i98bcab24eac443fdbbbf4949de4a06f2_34)] [added: Statements](#i8eb22f27e82c4f7996f6d6f52b5ca01f_34)] | | | [removed: F-[9](#i98bcab24eac443fdbbbf4949de4a06f2_34)] [added: F-[9](#i8eb22f27e82c4f7996f6d6f52b5ca01f_34)] | | |

We have audited the accompanying consolidated balance sheets of Nasdaq, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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 [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 23, 2023] [added: 21, 2024] expressed an unqualified opinion thereon.

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | $ | [added: 453 | | | | | $ |] 502 | | | | | $ | 393 | |

| Restricted cash and cash equivalents | | | [removed: 22] [added: 20] | | | | | | [removed: 29] [added: 22] | | |

| Default funds and margin deposits (including restricted cash and cash equivalents of [removed: $6,470] [added: $6,645] and [removed: $5,074,] [added: $6,470,] respectively) | | | [removed: 7,021] [added: 7,275] | | | | | | [removed: 5,911] [added: 7,021] | | |

| Financial investments | | | [removed: 181] [added: 188] | | | | | | [removed: 208] [added: 181] | | |

| Receivables, net | | | [removed: 677] [added: 929] | | | | | | [removed: 588] [added: 677] | | |

| Other current assets | | | [removed: 201] [added: 231] | | | | | | [removed: 294] [added: 201] | | |

| Total current assets | | | [removed: 8,604] [added: 9,096] | | | | | | [removed: 7,423] [added: 8,604] | | |

| Property and equipment, net | | | [removed: 532] [added: 576] | | | | | | [removed: 509] [added: 532] | | |

| Goodwill | | | [removed: 8,099] [added: 14,112] | | | | | | [removed: 8,433] [added: 8,099] | | |

| Intangible assets, net | | | [removed: 2,581] [added: 7,443] | | | | | | [removed: 2,813] [added: 2,581] | | |

| Operating lease assets | | | [removed: 444] [added: 402] | | | | | | [removed: 366] [added: 444] | | |

| Other non-current assets | | | [removed: 608] [added: 665] | | | | | | [removed: 571] [added: 608] | | |

| Total assets | | | $ | [removed: 20,868] [added: 32,294] | | | | | $ | [removed: 20,115] [added: 20,868] | |

| Accounts payable and accrued expenses | | | $ | [removed: 185] [added: 332] | | | | | $ | 185 | |

| Section 31 fees payable to SEC | | | [removed: 243] [added: 84] | | | | | | [removed: 62] [added: 243] | | |

| Accrued personnel costs | | | [removed: 243] [added: 303] | | | | | | [removed: 252] [added: 243] | | |

| Deferred revenue | | | [removed: 357] [added: 594] | | | | | | [removed: 329] [added: 357] | | |

| Other current liabilities | | | [removed: 122] [added: 146] | | | | | | [removed: 115] [added: 122] | | |

| Default funds and margin deposits | | | [removed: 7,021] [added: 7,275] | | | | | | [removed: 5,911] [added: 7,021] | | |

| Short-term debt | | | [removed: 664] [added: 291] | | | | | | [removed: 1,018] [added: 664] | | |

| Total current liabilities | | | [removed: 8,835] [added: 9,025] | | | | | | [removed: 7,872] [added: 8,835] | | |

| Long-term debt | | | [removed: 4,735] [added: 10,163] | | | | | | [removed: 4,812] [added: 4,735] | | |

| Deferred tax liabilities, net | | | [removed: 456] [added: 1,642] | | | | | | [removed: 406] [added: 456] | | |

| Operating lease liabilities | | | [removed: 452] [added: 417] | | | | | | [removed: 386] [added: 452] | | |

| Other non-current liabilities | | | [removed: 226] [added: 220] | | | | | | [removed: 234] [added: 226] | | |

| Total liabilities | | | [removed: 14,704] [added: 21,467] | | | | | | [removed: 13,710] [added: 14,704] | | |

| By: | | | /s/ Sarah Youngwood | | | | | |

| Name: | | | Sarah Youngwood | | | | | |

| Name: | | | Holden Spaht | | | | | |

| Name: | | | Jeffery W. Yabuki | | | | | |

| By: | | | * | | | | | |

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

| | | | Accounting for the Acquisition of Adenza | | |

| *Description of the Matter* | | | As described in Note 4 to the consolidated financial statements, during 2023 the Company completed its acquisition of Adenza, which was accounted for as a business combination for total purchase consideration of $5,750 million in cash consideration (subject to customary post-closing adjustments) and the issuance of 85,608,414 shares of Nasdaq common stock at a price of $48.71 per share. The transaction resulted in the recognition of $5,933 million of goodwill and $5,050 million of intangible assets. Intangible assets consisted of customer relationships of $3,740 million, technology of $950 million and trade names of $360 million. Auditing the Company’s accounting for its acquisition of Adenza was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of identified intangible assets. The significant estimation uncertainty was primarily due to the sensitivity of the fair value of the customer relationships intangible asset to certain underlying assumptions. The Company used the income approach, specifically the excess earnings method, to measure the fair value of the customer relationships intangible asset, and the significant assumptions used in estimating its fair value included customer attrition rate, revenue growth, EBITDA margin, and the discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions. | | |

| *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 Adenza acquisition. For example, we tested controls over the estimation process supporting the recognition and measurement of the identified intangible assets, including the customer relationships intangible asset, which encompassed testing controls over management’s review of assumptions used in the valuation model. To test the estimated fair value of the customer relationship intangible asset, 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 methodology used by the Company and significant assumptions included in the fair value estimate, including testing the customer attrition rate, revenue growth, EBITDA margin that form the basis of the forecasted results, and the discount rate. Additionally, we compared the significant assumptions to current industry, market and economic trends, to the historical results of the acquired business, and to the Company’s budgets and forecasts, in addition to performing sensitivity analyses over these assumptions. We also evaluated the adequacy of the Company’s disclosures included in Note 4 in relation to these acquisition matters. | | |

| Capital Access Platforms | | | | | | | | | | | | | | | $ | 1,770 | | | | | $ | 1,682 | | | | | $ | 1,566 | |

| Financial Technology | | | | | | | | | | | | | | | 1,099 | | | | | | 864 | | | | | | 772 | | |

| Market Services | | | | | | | | | | | | | | | 3,156 | | | | | | 3,632 | | | | | | 3,471 | | |

| Net unrealized gain from cash flow hedges | | | | | | | | | | | | | | | 2 | | | | | | — | | | | | | — | | |

| Beginning balance | | | | | | | | | | | | | | | | | | | | | | | | | | | 492 | | | | | | 5 | | | | | | 500 | | | | | | 5 | | | | | | 495 | | | | | | 5 | | |

| Acquisition-related stock issuance | | | | | | | | | | | | | | | | | | | | | | | | | | | 86 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Acquisition-related stock issuance | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 4,169 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

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| Extinguishment of debt and bridge fees | | | 25 | | | | | | 16 | | | | | | 33 | | |

| Non-cash restructuring charges | | | 12 | | | | | | — | | | | | | — | | |

| Operating lease asset impairments | | | 13 | | | | | | — | | | | | | — | | |

Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system.

We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy.

Following the acquisition of Adenza, we further refined the divisional structure into three business segments: Capital Access Platforms, Financial Technology and Market Services.

Financial Technology comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology solutions.

Regulatory Technology comprises our surveillance solutions and AxiomSL.

AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers.

Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures.

AxiomSL’s platform supports compliance across a wide range of global and local regulations.

Calypso is a leading provider of front-to-back technology solutions for the financial markets.

The Calypso platform provides customers with a single platform designed from the outset to enable consolidation, innovation and growth.

Market Services

In June 2023, we entered into an agreement to sell our European energy trading and clearing business, subject to regulatory approval.

Beginning in the third quarter of 2023, revenues from this business are reflected in Other Revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures.

Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected in Other Revenues in the Consolidated Statements of Income for all

periods, and in our Corporate segment for our segment disclosures.

Our receivables are concentrated with our customers which primarily include corporate clients, investment managers, banks, brokers, and exchange operators.

Any provision for bad debt or write-off recorded during the year was immaterial.

We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and

expense in the Consolidated Statements of Income and offsets the foreign currency exposure.

| | | | | | | | | |

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

| By: | | | /s/ Ann M. Dennison | | | | | |

| Name: | | | Ann M. Dennison | | | | | |

| Name: | | | John D. Rainey | | | | | |

| | | | Market Technology Revenue Recognition | | | | | |

| *Description of the Matter* | | | As described in Notes 2 and 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 recognized $562 million of Marketplace Technology revenue for the year ended December 31, 2022. Of this amount, a portion relates to market technology contracts where the Company allocates the contract transaction price to each performance obligation using 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. 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. | | | | | |

| *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 new customer agreements signed during the year, including 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 2 and 3 to the consolidated financial statements related to market technology revenue recognition. | | |

February 23, 2023

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

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

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

(1) See “ASR Agreement,” of Note 12, “Nasdaq Stockholders’ Equity,” for further discussion.

(2) In 2021, other issuances of common stock primarily related to shares accelerated and issued upon the sale of our U.S. Fixed Income business.

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| Proceeds from sale of investment securities | | | — | | | | | | — | | | | | | 22 | | |

(1) In 2021, includes payment of an acquired tax liability related to the Verafin acquisition.

See “2021 Acquisition,” of Note 4, “Acquisitions and Divestiture,” for further discussion.

Nasdaq is a global technology company serving the capital markets and other industries.

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 Market Platforms segment includes our Trading Services and Marketplace Technology businesses.