Nasdaq (NDAQ) 10-K risk factor changes: FY2024 vs FY2023

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, [added: regulatory shifts,] pandemics and other factors that are generally beyond our control.

Poor economic conditions may result in a reduction in the demand for our products and services, including [removed: our market technology, fraud detection, AML and surveillance solutions,] data, 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.

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

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 [added: customers.]

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

Marketplaces in both [removed: Europe and the] U.S. [added: and Europe] have also merged to achieve greater economies of scale and scope.

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

We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and [removed: infrastructure to accommodate any increases in a timely manner.]

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 and [removed: artificial intelligence] [added: AI] for certain of our offerings.

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

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

Foreign governments may seek to obtain a foothold in U.S. critical infrastructure, hacktivists may seek to deploy denial of service attacks to bring attention to their cause, insiders may pose a risk of human error or malicious activity and criminal organizations may seek to profit [added: by gaining control of company systems or accounts or] from stolen [removed: data.][added: data via ransomware or other means, such as social engineering, including deepfake scams, compromised business email or other methods.]

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

Any system issue, whether as a result of an intentional breach, collateral damage from a [removed: new virus or] [added: cybersecurity incident involving our supply chain vendors,] a [removed: non-malicious act,] [added: negligent or malicious act by an insider, or] the use of [removed: artificial intelligence] [added: AI] by bad actors, including the use of such tools to engage in social engineering or similar activities, or due to a cybersecurity breach of a customer that results in a loss of our data or [removed: 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]

[added: compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our intellectual property or sensitive] data; lower trading volumes or values, significant liabilities, litigation or regulatory [removed: fines] [added: 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 information, cybersecurity, data [removed: privacy] [added: privacy, resiliency] and data 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.

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

We are reliant on our customers that purchase our [removed: on-premise] [added: on-premises] solutions to maintain a certain level of network infrastructure for our products to operate and to allow for our support of those products, and [added: to secure our software and other proprietary materials stored in such systems, and] there is no assurance that a customer will implement such measures.

For example, we must continue to enhance our platforms [removed: to remain competitive as well as to][added: and, where relevant,]

[added: our customers', 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 expected.

Our [removed: artificial intelligence] [added: AI] initiatives under development and the use of [removed: artificial intelligence] [added: AI] 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 [added: have made, and] are [removed: making] [added: continuing to make,] significant investments in [removed: artificial intelligence, or AI,] [added: AI] including generative AI, to, among other things, develop new products or features for our existing products, including our anti-financial crime, [added: equity trading,] investor [removed: relations] [added: relations, sustainability] and investment analytics solutions, and to enhance and refine our internal business operations.

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 [removed: leakage,] [added: leakage of intellectual property,] defamation, data privacy, and cybersecurity, among others.

In addition, these risks include the possibility of [added: the introduction of] new or enhanced laws or [removed: regulations,] [added: regulations or novel enforcement of existing laws to uses of AI,] for which compliance may be costly and burdensome or involve [added: changes to our business practices or products,] litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations.

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

We enforce minimum financial and operational criteria for membership eligibility, require members and investors to provide collateral, and maintain established risk policies and procedures to ensure that the counterparty risks are properly monitored and proactively managed; however, none of these measures provides absolute assurance against [removed: experiencing financial losses from defaults by our counterparties on their obligations.]

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

Our [removed: Corporate Solutions] [added: corporate solutions] business is also impacted by declines in the listings market or increases in [removed: acquisitions activity] [added: acquisitions, privatizations or bankruptcies] as there may be fewer publicly-traded customers that need our products.

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

- inability to use capital assets efficiently to develop the business of the combined [removed: company;][added: company and achieve revenue growth, including cross-sell activity;]

Any actual [removed: cost savings] [added: efficiencies] and synergies may be lower than we expect and may take a longer time to achieve than we anticipate, and we may fail to realize the anticipated benefits of acquisitions.

Interruptions or delays in services from our third-party providers could impair [removed: the delivery of] our services [added: or their delivery] and harm our business.

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

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

As of December 31, [removed: 2023,] [added: 2024,] goodwill totaled [removed: $14.1] [added: $14.0] billion and intangible assets, net of accumulated amortization, totaled [removed: $7.4] [added: $6.9] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

- incurred but unreported claims for an acquired company; [added: and]

- difficulties in realizing projected [removed: efficiencies, synergies and cost savings;] [added: efficiencies] and [added: synergies.]

- changes in our credit rating and financing [removed: costs.][added: costs;]

These rating agencies regularly evaluate us, and their ratings of our long-term debt and commercial paper are based on a number of factors, including our financial strength and corporate development activity, as well as factors not entirely within our control, including [added: conditions affecting our industry generally.]

The demand for our Regulatory Technology, Capital Markets Technology and Financial Crime Management Technology offerings are primarily influenced by regulatory changes and the financial strength and growth plans of our clients at any given time, and such demand may be adversely affected by economic, political and geopolitical market conditions.

While the number of IPOs on our exchanges increased in 2024 as compared to 2023, there is no assurance that demand for IPOs will continue at the same or higher rate.

infrastructure to accommodate any increases in a timely manner.

Because a significant

Our hybrid work model and our global footprint elevate cybersecurity and operational risks, particularly in geographies with adversary nation-states and/or unreliable law enforcement.

experiencing financial losses from defaults by our counterparties on their obligations.

The SROs have yet to seek reimbursement for a portion of their expenses related to delivery of certain technology.

If the SEC determines that we failed to timely or properly deliver the technology, we may forfeit recovery of an undetermined portion of those expenses.

expand its business under certain circumstances.

structure, technological oversight and fees for proprietary market data, connectivity and transactions.

In September 2024, the SEC adopted a rule that would significantly reduce the fees that exchanges are permitted to charge for access to liquidity quoted on the exchange, with a resulting reduction in the ability of exchanges to pay rebates to attract liquidity.

Nasdaq has petitioned the U.S. Court of Appeals for the District of Columbia Circuit to vacate the proposed rule.

While we will adjust our business model in accordance with the new rule if it is not vacated, the implementation of the rule may adversely impact our business and revenue.

As previously disclosed, the SFSA initiated a review of the Nasdaq Stockholm exchange regarding the obligation of Nasdaq Stockholm to report suspected market abuse, which resulted in Nasdaq Stockholm paying an administrative fine to the SFSA of 100 million SEK, or $9 million, during 2024.

restrictions on our business, and noncompliance could result in regulatory penalties and significant legal liability.

Any changes to laws, regulations, policies or other legal restrictions regarding the employment, staffing, supervision or business activities of international or non-U.S. citizen employees of U.S. companies may adversely affect our results of operations.

Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere.

Climate change may have a long-term adverse impact on our business, while simultaneously, we face reputational, regulatory and financial risks related to our ability to respond to diverse stakeholder expectations and requirements on climate change and other sustainability-related topics.

Climate related events, including extreme weather events and their impact on the critical infrastructure in the U.S. and elsewhere, have the potential to disrupt our business or the business of our clients and/or suppliers.

Changing legal

requirements, policies and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and management time and attention to comply with, or meet, those regulations and expectations.

The number of IPOs on our exchanges decreased in both 2023 and 2022, and the number of delistings increased in 2023.

customers.

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

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.

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

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

For example, 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.

Competition for key personnel in

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

- pre-tax restructuring and revenue investment costs;

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

Creating the CAT has required the development and

implementation of complex and costly technology.

This development effort has been funded by the SROs (including Nasdaq) in exchange for promissory notes.

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.

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

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

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

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

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

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

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

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

If the remaining aspects of the order and rule are fully implemented, they may adversely affect our revenues.

The timing for the implementation is currently unknown, and we believe they may take two or more years to fully implement.

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

Our opponents in some markets are larger and better funded and, if successful in influencing certain policies, may successfully advocate for positions that adversely impact our business.

These regulatory changes could impose significant costs, including litigation costs, and other obligations on the operation of our exchanges and processor systems and have other impacts on our business.

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.

Further, defending

Climate change may have a long-term adverse impact on our business, and climate and ESG-related disclosure requirements may reduce demand for listings on our exchanges.

For example, changes in weather where we operate may increase the costs of powering and cooling our data centers or the facilities that we use to operate our exchanges and clearinghouses, develop our products or provide cloud-based services.

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

Such new regulations, whether in the U.S.

or in other countries in which we operate, could also cause us to incur additional compliance and reporting costs.

The following discussion and analysis of the financial condition and results of operations of Nasdaq refers to the [removed: year-over-year] [added: year over year] comparison for the fiscal years ended December 31, [removed: 2023] [added: 2024] and [removed: December 31, 2022] [added: 2023] 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 [removed: “Item] [added: “Part I, Item] 1A.

Risk Factors.” For further discussion of our growth strategy, products and services, and competitive strengths, see [removed: “Item] [added: “Part I, Item] 1.

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: 2022,] [added: 2023,] which was previously filed with the SEC on February [removed: 23, 2023.][added: 21, 2024.]

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

See “Part I, Item [removed: 1.][added: 1A.]

The following [removed: tables summarize] [added: table summarizes] our financial performance for the year ended December 31, [removed: 2023] [added: 2024] compared to the same period in [removed: 2022] [added: 2023] and for the year ended December 31, [removed: 2022 when] [added: 2023] compared to the same period in [removed: 2021.][added: 2022.]

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

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

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2023] [added: | | | 2024] vs. [removed: 2022] [added: 2023] | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

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

| Revenues less transaction-based expenses | | | $ | [removed: 3,895] [added: 4,649] | | | | | $ | [removed: 3,582] [added: 3,895] | | [added: | | |] $ | [removed: 3,420] [added: 3,582] | | | | | [removed: 8.7] [added: 19.4] | | % | [removed: 4.7] [added: 8.8] | | % |

| Operating expenses | | | [removed: 2,317] [added: 2,851] | | | | | | [removed: 2,018] [added: 2,317] | | | [removed: 1,979] | | | [added: 2,018] | | | [removed: 14.8] | | [added: | 23.0 | |] % | [removed: 2.0] [added: 14.9] | | % |

| Operating income | | | [removed: 1,578] [added: $] | [added: 1,798] | | | | | [removed: 1,564] [added: $] | [added: 1,578] | | [removed: 1,441] | | | [added: $] | [added: 1,564] | | [removed: 0.9] | | [added: | 13.9 | |] % | [removed: 8.5] [added: 0.8] | | % |

| Net income attributable to Nasdaq | | | $ | [removed: 1,059] [added: 1,117] | | | | | $ | [removed: 1,125] [added: 1,059] | | [added: | | |] $ | [removed: 1,187] [added: 1,125] | | | | | [removed: (5.9)] [added: 5.5] | | % | [removed: (5.2)] [added: (5.9)] | | % |

| Diluted earnings per share | | | $ | [removed: 2.08] [added: 1.93] | | | | | $ | [removed: 2.26] [added: 2.08] | | [added: | | |] $ | [removed: 2.35] [added: 2.26] | | | | | [removed: (8.0)] [added: (7.4)] | | % | [removed: (3.8)] [added: (7.8)] | | % |

| Cash dividends declared per common share | | | $ | [removed: 0.86] [added: 0.94] | | | | | $ | [removed: 0.78] [added: 0.86] | | [added: | | |] $ | [removed: 0.70] [added: 0.78] | | | | | [removed: 10.3] [added: 9.3] | | % | [removed: 11.4] [added: 10.3] | | % |

[removed: ][added: ]

For [removed: Adenza] [added: AxiomSL and Calypso] recurring revenue contracts, the amount included in ARR is consistent with the amount that we invoice the customer during the current period.

Additionally, for [removed: Adenza] [added: AxiomSL and Calypso] 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.

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

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

The following chart summarizes our quarterly annualized SaaS revenues for Solutions, which comprises our Capital Access Platforms and Financial Technology segments, for December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (in millions):

[removed: ][added: ]

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

| | | | [added: 2024] | | | [removed: 2023] | | | [added: 2023] | | | [removed: 2022] | | | [added: 2022] | | | [removed: 2021] | | | [added: 2024 vs. 2023] | | | 2023 vs. 2022 | | | [removed: 2022 vs. 2021 | | |]

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

| Capital Access Platforms | | | [removed: | | | $1,770] [added: $] | [added: 1,972] | | | | | [removed: $1,682] [added: $] | [added: 1,770] | | | | | [removed: $1,566] [added: $] | [added: 1,682] | | | | | [removed: 5.2] [added: 11.4] | | % | [removed: 7.4] [added: 5.2] | | % |

| Financial Technology | | | [removed: | | | 1,099] [added: 1,621] | | | | | | [removed: 864] [added: 1,099] | | | | | | [removed: 772] [added: 864] | | | | | | [removed: 27.2] [added: 47.5] | | % | [removed: 11.9] [added: 27.1] | | % |

| [added: Total] Market Services, net | | | [removed: | | | 987] [added: $] | [added: 1,020] | | | | | [removed: 988] [added: $] | [added: 987] | | | | | [removed: 1,005] [added: $] | [added: 988] | | | | | [removed: (0.1)] [added: 3.4] | | % | [removed: (1.7)] [added: (0.1)] | | % |

| Total revenues less transaction-based expenses | | | [removed: | | |] $ | [removed: 3,895] [added: 4,649] | | | | | $ | [removed: 3,582] [added: 3,895] | | | | | $ | [removed: 3,420] [added: 3,582] | | | | | [removed: 8.7] [added: 19.4] | | % | [removed: 4.7] [added: 8.8] | | % |

[removed: ][added: ]

The following [removed: table presents] [added: tables present] revenues [added: and ARR] from our Capital Access Platforms segment:

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Data & Listing Services | | | $ | [removed: 749] [added: 754] | | | | | $ | [removed: 727] [added: 749] | | | | | $ | [removed: 678] [added: 727] | | | | | [removed: 3.0] [added: 0.7] | | % | [removed: 7.2] [added: 3.0] | | % |

| Index | | | [removed: 528] [added: 706] | | | | | | [removed: 486] [added: 528] | | | | | | [removed: 459] [added: 486] | | | | | | [removed: 8.6] [added: 33.7] | | % | [removed: 5.9] [added: 8.6] | | % |

| Workflow & Insights | | | [removed: 493] [added: 512] | | | | | | [removed: 469] [added: 493] | | | | | | [removed: 429] [added: 469] | | | | | | [removed: 5.1] [added: 3.8] | | % | [removed: 9.3] [added: 5.2] | | % |

| Total Capital Access Platforms | | | $ | [removed: 1,770] [added: 1,972] | | | | | $ | [removed: 1,682] [added: 1,770] | | | | | $ | [removed: 1,566] [added: 1,682] | | | | | [removed: 5.2] [added: 11.4] | | % | [removed: 7.4] [added: 5.2] | | % |

The following [removed: table presents] [added: tables present] key drivers from our Data & Listing Services business:

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| The Nasdaq Stock Market [removed: - SPACs] | | | | | | [removed: 27] [added: 180] | | | | | | [removed: 74] [added: 130] | | | | | | [removed: 433] [added: 161] | | |

Business.” For a similar discussion comparing the fiscal years ended December 31, 2023 and 2022, refer to “Part II, Item 7.

The period over period percentages below are calculated based on exact dollars, and therefore may not recalculate exactly using rounded numbers as presented in millions in the tables below.

EXECUTIVE OVERVIEW

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.

Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.

We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.

2024 Highlights

- Throughout 2024, Nasdaq substantially completed the integration of AxiomSL and Calypso.

- In 2024, our Financial Technology segment delivered more than 10% ARR growth, reflecting an increase in new clients, cross-sells and upsells.

- Nasdaq extended listing leadership in 2024 with its sixth consecutive year as the top U.S. exchange by number of IPOs and proceeds raised.

- In 2024, Nasdaq achieved an 82% win rate among Nasdaq-eligible IPOs in the U.S., representing 180 deals and $23 billion in total proceeds raised.

- In 2024, our Index business had $80 billion of net inflows, including $28 billion in the fourth quarter, and reported its fifth consecutive record quarter in ETP AUM, reaching $647 billion as of December 31, 2024.

In addition, the Index business launched a record 116 new products with its clients.

- In 2024, our Market Services segment achieved record net revenue.

The Closing Cross set full year records in both share volume and notional value traded.

Macroeconomic environment

Our business performance can be positively or negatively 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, regulatory changes, pandemics and other factors that are generally beyond our control.

For example, higher overall U.S. trading volumes in 2024 as compared to 2023 has led to an increase in our U.S. Equity Derivative Trading and U.S. Cash Equity Trading revenues.

Market factors also contributed to higher valuations in Nasdaq Indices.

In our corporate solutions business, we managed through market challenges, as corporate buying cycles remained elongated throughout the year.

To the extent that global or national economic conditions weaken and result in slower growth or recessions, our business may be negatively impacted.

Risk Factors” for further discussion.


| | | | ◦ | | | Index data subscriptions and guaranteed minimum on futures contracts within our Index business | | |

| | | | ◦ | | | Subscription contracts under our Workflow & Insights business | | |

| | | | ◦ | | | Financial Crime Management Technology SaaS subscription contracts excluding one-time service requests | | |

| | | | ◦ | | | Capital Markets Technology SaaS subscription and support contracts excluding one-time service requests | | |

| Other revenues | | | 36 | | | | | | 39 | | | | | | 48 | | | | | | (8.6) | | % | (16.9) | | % |

| Total revenues | | | $ | 7,400 | | | | | $ | 6,064 | | | | | $ | 6,226 | | | | | 22.0 | | % | (2.6) | | % |

| ARR (in millions) | | | | | | $ | 1,268 | | | | | $ | 1,235 | | | | | $ | 1,190 | |

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

- For the years ended December 31, 2024, 2023 and 2022, IPOs included 50, 27 and 74 SPACs, respectively.

Data & Listing Services revenues increased in 2024 compared with the same period in 2023 as higher data usage, price increases on regulated data, higher initial listing fees and new data sales were partially offset by lower annual fees due to the impact of 2023 delistings and downgrades and lower amortization of prior period initial listing fees.

| Number of licensed ETPs | | | | | | 401 | | | | | | 364 | | | | | | 348 | | |

The number of listed ETPs as of December 31, 2023 and 2022 has been updated to reflect a revised methodology whereby an ETP listed on multiple exchanges is counted as one product, rather than formerly being counted per exchange.

This change has no impact on reported AUM.

The increase in 2024 also includes a $16 million one-time item related to a legal settlement to recoup revenue.

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Financial Crime Management Technology revenues increased in 2024 compared with the same period in 2023 primarily due to revenue recognition from the full year impact of contracts signed in 2023, including higher value contracts, new sales and price increases to existing clients and new customer acquisitions, particularly small and medium-sized businesses.

Business.”

Discussion of fiscal year 2022 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, 2022 and December 31, 2021 can be found in Part II, “Item 7.

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.

Business Segments

Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system.

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

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

Business” for additional discussion on recent developments and highlights.

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

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

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

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

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

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

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

Data & Listing Services revenues increased in 2023 compared with 2022 primarily due to an increase in proprietary data revenues driven largely by higher international demand and annual listing fee growth, partially offset by lower initial listings fees.

| Number of licensed ETPs | | | | | | 388 | | | | | | 379 | | | | | | 362 | | |

Workflow & Insights revenues increased in 2023 compared with 2022 due to an increase in both analytics and corporate solutions revenues.

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

| ARR | | | | | | $ | 226 | | | | | $ | 182 | | | | | $ | 149 | | | | | | | |

Financial Crime Management Technology revenues increased in 2023 compared with 2022 and 2022 compared with 2021 due to an increase in demand related to new sales to existing clients and new customer acquisitions.

The 2022 increase was also driven by a $28 million purchase price adjustment from the Verafin acquisition on deferred revenue in 2021 and the inclusion of a full year of Verafin revenues in 2022.

Regulatory Technology revenues increased in 2023 compared with 2022 primarily due to the inclusion of revenues from our acquisition of Adenza and strong performance from our surveillance offerings in new sales to existing clients and new customer acquisitions.

The strong performance of our surveillance offerings was also the key driver of the increase in 2022 compared with 2021.

The increase in 2022 was primarily due to higher trade management services revenues associated with increased demand for connectivity services, partially offset by lower market technology revenues.

The decrease in market technology revenues in 2022 was due to the successful completion of long-term contracts in 2021 and the unfavorable impact of changes in foreign exchange rates of $10 million, partially offset by growth in SaaS-based revenues.

| Other | | | 75 | | | | | | 71 | | | | | | 78 | | | | | | 5.6 | | % | (9.0) | | % |

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

| Section 31 fees | | | 55 | | | | | | 89 | | | | | | 32 | | | | | | (38.2) | | % | 178.1 | | % |

| Section 31 fees | | | (55) | | | | | | (89) | | | | | | (32) | | | | | | (38.2) | | % | 178.1 | | % |

Section 31 fees decreased in 2023 compared with 2022 primarily due to lower average SEC fee rates.

Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.

In the tables above, total market share includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.

Transaction rebates decreased in 2023 compared with 2022.

The decrease was primarily due to lower rebate capture rate, lower U.S.

industry volumes, and lower U.S. matched market share executed on Nasdaq's exchanges.

| Other | | | $ | 75 | | | | | $ | 71 | | | | | $ | 78 | | | | | 5.6 | | % | (9.0) | | % |

| *Nasdaq Nordic and Nasdaq Baltic options and futures* | | | | | | | | | | | | | | | | | |

| Total average daily volume of options and futures contracts | | | 301,320 | | | | | | 296,626 | | | | | | 287,182 | | |

In the tables above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement.

Our Strategy: In 2017, we [removed: set] [added: implemented] a new strategic direction [removed: focused on maximizing] [added: with] the [added: aim of optimizing the deployment of] resources, [removed: people] [added: human capital,] and [removed: capital allocated to] [added: financial assets towards] our [removed: largest] [added: most promising] growth opportunities.

[removed: ][added: ]

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

[added: - *Transparency*:] With [removed: approximately] [added: nearly] 10,000 corporate clients and 5,000 clients across the investment management ecosystem, [removed: Nasdaq] [added: our Capital Access Platforms segment] is a trusted partner to [removed: aid] [added: enable] 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 [added: segment] 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 [removed: ESG] [added: sustainability] landscape.

- *Integrity:* Financial Crime Management Technology and Regulatory [added: Technology, within our Financial] Technology [added: segment,] include Nasdaq’s fraud detection, anti-money laundering, surveillance and risk data management and regulatory reporting solutions businesses.

These businesses remain focused on capturing the [removed: growth associated with] [added: opportunities arising from] protecting the integrity of the financial system by fighting financial crime and helping our clients [removed: with] [added: solve] their most [removed: significant] [added: complex risk and] compliance challenges.

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

Our systems enable distributors to gain access to our market depth, [removed: fund valuation,] order imbalances, market sentiment and other analytical data.

We operate several other proprietary services and data products to provide market information, including Nasdaq Basic, a [removed: low] [added: lower] cost alternative to the industry Level 1 feed and Nasdaq Canada Basic, a [removed: low] [added: lower] cost alternative to other [removed: high priced] data feeds.

As of December 31, [removed: 2023,] [added: 2024,] a total of [removed: 5,262] [added: 5,249] companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges.

As of December 31, [removed: 2023,] [added: 2024,] a total of [removed: 4,044] [added: 4,075] companies listed securities on The Nasdaq Stock Market, with [removed: 1,443] [added: 1,383] listings on The Nasdaq Global Select Market, [removed: 1,269] [added: 1,366] on The Nasdaq Global Market and [removed: 1,332] [added: 1,326] on The Nasdaq Capital Market.

The [removed: 2023] [added: 2024] new listings were comprised of the following:

| Operating company IPOs | | | [removed: 103] [added: 130] | | |

| SPAC IPOs | | | [removed: 27] [added: 50] | | |

| Switches from the New York Stock Exchange LLC, or NYSE, and the NYSE American LLC, or NYSE American | | | [removed: 18] [added: 17] | | |

| Upgrades from OTC | | | [removed: 18] [added: 22] | | |

| ETPs and Other Listings | | | [removed: 164] [added: 244] | | |

| The Nasdaq Stock Market [added: eligible] IPO win rates: | | | | | |

| Operating companies | | | [removed: 81] [added: 80] | | % |

During [removed: 2023,] [added: 2024,] we had [removed: 18] [added: 17] new listings resulting from [added: operating] companies switching their listings from NYSE or NYSE American to join The Nasdaq Stock [removed: Market.][added: Market as well as 13 ETP switches, included in ETPs and other listings in the table above.]

[removed: Together with companies that transferred additional securities to The Nasdaq Stock Market during 2023, an aggregate of $377] [added: More than $180] billion in global equity market capitalization switched to The Nasdaq Stock Market.

As of December 31, [removed: 2023,] [added: 2024,] a total of [removed: 1,218] [added: 1,174] companies listed securities on our Nordic and Baltic exchanges.

In [removed: 2023,] [added: 2024,] a total of [removed: 23] [added: 31] new companies listed on our Nordic and Baltic exchanges.

As of December 31, [removed: 2023, 388] [added: 2024, 401] ETPs listed on [removed: 27] [added: 28] exchanges in over 20 countries tracked a Nasdaq index and accounted for [removed: $473] [added: $647] billion in AUM.

Our flagship index, the Nasdaq-100 Index, or NDX, includes the top 100 non-financial companies [added: listed on The Nasdaq Stock Market.]

More than [removed: 100] [added: 150] ETPs worldwide track indices in the NDX ecosystem, [removed: and] [added: which] had [removed: nearly $360] [added: over $520] billion in assets tracking the [removed: index] [added: indices] as of December 31, [removed: 2023.][added: 2024, or 80% of total AUM.]

Through our eVestment and Solovis [removed: solutions,] [added: platforms,] we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment.

Nasdaq Fund Network gathers and distributes daily net asset values from over [removed: 44,000] [added: 50,000] funds and other investment vehicles across North America.

Corporate solutions serves both public and private companies and organizations through our Investor Relations Intelligence, Governance Solutions and [removed: ESG] [added: Sustainability] Solutions products.

Our Investor Relations Intelligence offerings include a global team of expert consultants that deliver advisory services including Equity Surveillance & Shareholder Analysis, Investor Engagement and Perception Studies, as well as an industry-leading platform, Nasdaq IR [removed: Insight®,] [added: Insight,] to investor relations professionals and executive teams.

Through our Governance Solutions products, we provide [removed: a global technology offering] [added: an industry-leading board meeting management platform, Nasdaq Boardvantage,] and consulting services that streamline the meeting process for board of directors and executive leadership teams and enable them to accelerate decision making and strengthen governance.

Our [removed: ESG Advisory] [added: advisory] practice helps companies analyze, assess and action best practices [added: as it relates] to [removed: attract long-term capital.][added: their sustainability programs.]

[removed: The new] [added: Nasdaq Metrio is our SaaS-based end-to-end sustainability reporting] platform [added: that] 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.

This segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology [removed: solutions.][added: businesses.]

We are a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, [removed: regulators,] banks, brokers, buy-side firms and corporate businesses, and power more than [removed: 130] [added: 135] marketplaces [added: (including those operated by Nasdaq) and regulators,] in more than 55 countries.

Our solutions can also be used in the creation of new asset classes by non-capital markets [removed: customers, as discussed further below.][added: customers.]

[removed: Our] Financial Crime Management Technology [removed: business] includes our [added: Nasdaq] Verafin solution which delivers a leading [added: anti-financial crime] platform [removed: that improves] [added: improving] the integrity and transparency of the financial [removed: world by providing SaaS solutions for fraud detection and AML.][added: world.]

Our [added: Nasdaq] Verafin solution provides [removed: a cloud-based platform] [added: the tools] to help [added: more than 2,600 North American financial institutions with regulatory compliance as well as] detect, [removed: investigate,] [added: investigate] and report money laundering and financial [removed: fraud to approximately 2,500 financial institutions in North America.][added: fraud.]

Regulatory Technology includes [removed: surveillance and] AxiomSL [added: and surveillance] solutions.

In November 2023, we accelerated our transformation as a leading technology provider to the global financial system through the acquisition of Adenza and its two flagship solutions, AxiomSL and Calypso.

These opportunities,

which we identified as substantial and expanding opportunities, included solutions for combating financial crime, compliance solutions, marketplace technology, workflow for investment managers and asset owners as well as insight solutions.

Our strengths in technology, proprietary data, analytics, and capital markets expertise, in conjunction with our broad client base and innovative brand has positioned us favorably to meet the evolving demands of our clientele and deliver in a sustainable way.

In order to amplify our strategy, we aligned our company more closely with the evolving client needs with an aim to drive growth across our key pillars of liquidity, transparency and integrity:

| Total | | | 463 | | |

| 2024 total | | | 82 | | % |

Eligible IPO win rate only includes companies that meet quantitative Nasdaq listing standards.

Our Sustainability Solutions includes consulting services and purpose built sustainability reporting software.

Nasdaq Verafin provides a SaaS solution to financial institutions for fraud detection and management, AML and countering the financing of terrorism compliance and management, high-risk customer management, sanctions screening and management, and information sharing.

Nasdaq Verafin has leveraged AI for more than 20 years to deliver industry-leading financial crime management solutions, combining deep domain and technical expertise with consortium data.

Nasdaq Verafin's comprehensive solutions help financial institutions tackle complex problems, including payments fraud targeting all payment channels.

Our innovative AI-based Targeted Typology Analytics solution examines a range of behavioral, transactional, third-party, and consortium insights for more effective detection of crimes with fewer false positives and high quality results.

AxiomSL’s platform supports compliance across a wide range of global and local regulations and delivers solutions and services for financial regulatory reporting, liquidity, capital and credit, operations, trade and transaction reporting, and ESG reporting.

Calypso is a leading platform providing cross-asset, front-to-back trading, treasury, risk and collateral management solutions.

The Calypso platform, leveraging modern technology, is versatile and serves customers across different industries, including banks, central banks, buy-side clients, government-sponsored entities and corporate clients, and can quickly adapt to changing paradigms including new asset classes, regulations, trading venues, and trading and processing workflows.

We provide and deliver mission-critical solutions to market infrastructure operators, which include exchanges, regulators, clearinghouses and central securities depositories.

markets, seafood and electricity certificates.

In January 2025, we entered into a new agreement to transfer existing open positions in our Nordic power derivatives trading and clearing business to a European exchange.

The completion of this transaction is subject to customary regulatory approvals.

Additionally, beginning in January 2025, Nasdaq no longer offered seafood derivatives clearing.

Competition among larger clients, such as global banks, typically includes internally developed solutions.

expertise.

We continued to be committed to our decarbonization and climate strategy.

We have taken steps to achieve carbon neutrality across all our business operations for the seventh consecutive year after we retire our remaining carbon offsets for 2024 by the third quarter of 2025.

In 2024, we were named to the Dow Jones Best-in-Class World Index for the first time, the Dow Jones Best-in-Class North America Index for the ninth consecutive year and Just Capital’s Just100 list of America’s most just companies for the second consecutive year.

Our sustainability-focused solutions are centered around three strategic pillars to meet our audience’s needs in a rapidly evolving market:

- *Regulatory-focused Workflows:* A powerful, built-for-purpose sustainability data management platform with user-friendly workflows for the most impactful regulation and climate strategy needs.

- *AI-powered Insights:* Proprietary insights powered by trusted data sources and generative AI to provide our users with a better lens to make faster sustainability decisions.

- *In-house Expertise:* In-house sustainability expertise combined with technology to provide full-service support to organizations navigating global compliance requirements, while also monitoring the capital markets.

All broker-dealers have an SRO that is

In conjunction with these agreements, we also perform certain of these functions ourselves.

While exempt from exchange recognition in each jurisdiction in Canada other than Ontario where

Nasdaq Stockholm exchange, through its surveillance function.

Additional information regarding our human capital management matters can be found in our annual Sustainability Report, which will be available on our website later in 2025.

Our Sustainability Report and other information on our website are not incorporated by reference into this Annual Report on Form 10-K.

Flexible and Hybrid Workplace

Following the COVID pandemic, we re-shaped our expectations of the work environment.

Most of our employees balance their time between several days in the office and several days working from home, contributing to a positive work-life balance.

In addition to vacation time, we provide every employee six paid “flex” days per year, to be used as extra vacation days for mental health, family time, or any other purpose.

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.

These opportunities, which include anti-financial crime and compliance solutions, 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, proprietary data, analytics and capital markets expertise, combined with our expansive client network, positioned us to meet our clients’ evolving needs.

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:

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

The Financial Technology and Market Services segments together offer complementary capabilities to capture the potential these technologies can unlock in our industry.

By utilizing our Market Services segment’s position at the center of markets, we believe that 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 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.

These businesses will continue delivering world-class 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.

Additionally, our Nasdaq Cloud Data Service provides a flexible and efficient method of delivery for real-time exchange data and other financial information.

Data is made available through a suite of application programming interfaces, or APIs, allowing for the integration of data from disparate sources and a reduction in time to market for customer-designed applications.

These APIs are highly scalable and can support the delivery of real-time exchange data.

| Total | | | 330 | | |

| 2023 total | | | 82 | | % |

listed on The Nasdaq Stock Market.

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

We have extended Nasdaq Fund Network to support the distribution of collective investment trusts, hedge funds, managed accounts, separate accounts, 529 educational saving plans and demand deposit accounts.

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

We help organizations enhance their

ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving ESG landscape through our suite of advanced technology, analytics, and consulting services.

We also advise clients on a range of governance and sustainability-related issues.

Our solutions help protect sensitive data and facilitate productive collaboration, which enables board members and teams to work faster and more effectively.

Our ESG Solutions includes our ESG Advisory practice and our ESG software offering.

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

Metrio software is a cloud-based solution that helps firms manage ESG data, perform greenhouse gas emissions calculations and accounting, and optimize granular data collection, report publication and dashboarding against targets.

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 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.

The financial services industry has seen a growing demand for products and services focused on anti-financial crime.

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

Our market technology business has evolved from its origins serving the capital markets, as we 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.

We expect to continue to expand adoption of this SaaS model by our clients in the future.

The Marketplace Services Platform is targeted at new emerging digital markets and enables end-to-end marketplace implementation without the resources required for on-premise solutions.

Our ongoing migration to the cloud, discussed 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 completed the previously announced wind-down of our broker services operations business in 2022.

This business primarily offered technology and customized securities administration solutions to financial participants in the Nordic market.

Such services and solutions primarily consisted of flexible back-office systems, which allowed customers to efficiently manage safekeeping, settlement and corporate actions and reporting, and included connectivity to exchanges and central securities depositories.

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

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

| | | | For the fiscal year ended | | | December 31, [removed: 2023] [added: 2024] | | |

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $17.0] [added: $22.3] billion (this amount represents approximately [removed: 340.1] [added: 370.0] million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of [removed: $49.85] [added: $60.26] of the common stock on The Nasdaq Stock Market on such date).

Indicate the number of shares outstanding of each of the [removed: issuer’s] [added: registrant's] classes of common stock, as of the latest practicable date.

| Class | | | | | | Outstanding at February [removed: 13, 2024] [added: 12, 2025] | | | | | |

| Common Stock, $0.01 par value per share | | | | | | [removed: 575,206,570] [added: 575,145,323] | | | shares | | |

| Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | | | | | |

| Item 1A. | | | [Risk [removed: Factors](#i8eb22f27e82c4f7996f6d6f52b5ca01f_295)] [added: Factors](#i8e8d97d7ae354e66abae402b1874eeb3_397)] | | | [removed: [18](#i8eb22f27e82c4f7996f6d6f52b5ca01f_295)] [added: [17](#i8e8d97d7ae354e66abae402b1874eeb3_397)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8eb22f27e82c4f7996f6d6f52b5ca01f_313)] [added: Comments](#i8e8d97d7ae354e66abae402b1874eeb3_415)] | | | [removed: [33](#i8eb22f27e82c4f7996f6d6f52b5ca01f_313)] [added: [32](#i8e8d97d7ae354e66abae402b1874eeb3_415)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8eb22f27e82c4f7996f6d6f52b5ca01f_175)] [added: Proceedings](#i8e8d97d7ae354e66abae402b1874eeb3_178)] | | | [removed: [35](#i8eb22f27e82c4f7996f6d6f52b5ca01f_175)] [added: [33](#i8e8d97d7ae354e66abae402b1874eeb3_178)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8eb22f27e82c4f7996f6d6f52b5ca01f_187)] [added: Disclosures](#i8e8d97d7ae354e66abae402b1874eeb3_190)] | | | [removed: [35](#i8eb22f27e82c4f7996f6d6f52b5ca01f_187)] [added: [33](#i8e8d97d7ae354e66abae402b1874eeb3_190)] | | |

| Item 5. | | | [Market for [removed: Registrant](#i8eb22f27e82c4f7996f6d6f52b5ca01f_181)’[s] [added: Registrant](#i8e8d97d7ae354e66abae402b1874eeb3_184)’[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8eb22f27e82c4f7996f6d6f52b5ca01f_181)] [added: Securities](#i8e8d97d7ae354e66abae402b1874eeb3_184)] | | | [removed: [35](#i8eb22f27e82c4f7996f6d6f52b5ca01f_181)] [added: [33](#i8e8d97d7ae354e66abae402b1874eeb3_184)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8eb22f27e82c4f7996f6d6f52b5ca01f_103)] [added: Operations](#i8e8d97d7ae354e66abae402b1874eeb3_103)] | | | [removed: [37](#i8eb22f27e82c4f7996f6d6f52b5ca01f_103)] [added: [36](#i8e8d97d7ae354e66abae402b1874eeb3_103)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8eb22f27e82c4f7996f6d6f52b5ca01f_331)] [added: Risk](#i8e8d97d7ae354e66abae402b1874eeb3_223)] | | | [removed: [55](#i8eb22f27e82c4f7996f6d6f52b5ca01f_331)] [added: [57](#i8e8d97d7ae354e66abae402b1874eeb3_223)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8eb22f27e82c4f7996f6d6f52b5ca01f_334)] [added: Data](#i8e8d97d7ae354e66abae402b1874eeb3_226)] | | | [removed: [55](#i8eb22f27e82c4f7996f6d6f52b5ca01f_334)] [added: [57](#i8e8d97d7ae354e66abae402b1874eeb3_226)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8eb22f27e82c4f7996f6d6f52b5ca01f_337)] [added: Disclosure](#i8e8d97d7ae354e66abae402b1874eeb3_229)] | | | [removed: [55](#i8eb22f27e82c4f7996f6d6f52b5ca01f_337)] [added: [57](#i8e8d97d7ae354e66abae402b1874eeb3_229)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8eb22f27e82c4f7996f6d6f52b5ca01f_169)] [added: Procedures](#i8e8d97d7ae354e66abae402b1874eeb3_172)] | | | [removed: [56](#i8eb22f27e82c4f7996f6d6f52b5ca01f_169)] [added: [57](#i8e8d97d7ae354e66abae402b1874eeb3_172)] | | |

| Item 9B. | | | [Other [removed: Information](#i8eb22f27e82c4f7996f6d6f52b5ca01f_190)] [added: Information](#i8e8d97d7ae354e66abae402b1874eeb3_193)] | | | [removed: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_190)] [added: [59](#i8e8d97d7ae354e66abae402b1874eeb3_193)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8eb22f27e82c4f7996f6d6f52b5ca01f_346)] [added: Inspections](#i8e8d97d7ae354e66abae402b1874eeb3_238)] | | | [removed: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_346)] [added: [59](#i8e8d97d7ae354e66abae402b1874eeb3_238)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8eb22f27e82c4f7996f6d6f52b5ca01f_358)] [added: Governance](#i8e8d97d7ae354e66abae402b1874eeb3_241)] | | | [removed: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_358)] [added: [59](#i8e8d97d7ae354e66abae402b1874eeb3_241)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8eb22f27e82c4f7996f6d6f52b5ca01f_361)] [added: Compensation](#i8e8d97d7ae354e66abae402b1874eeb3_244)] | | | [removed: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_361)] [added: [59](#i8e8d97d7ae354e66abae402b1874eeb3_244)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8eb22f27e82c4f7996f6d6f52b5ca01f_364)] [added: Matters](#i8e8d97d7ae354e66abae402b1874eeb3_247)] | | | [removed: [58](#i8eb22f27e82c4f7996f6d6f52b5ca01f_364)] [added: [59](#i8e8d97d7ae354e66abae402b1874eeb3_247)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8eb22f27e82c4f7996f6d6f52b5ca01f_370)] [added: Independence](#i8e8d97d7ae354e66abae402b1874eeb3_253)] | | | [removed: [59](#i8eb22f27e82c4f7996f6d6f52b5ca01f_370)] [added: [60](#i8e8d97d7ae354e66abae402b1874eeb3_253)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i8eb22f27e82c4f7996f6d6f52b5ca01f_373)] [added: Services](#i8e8d97d7ae354e66abae402b1874eeb3_256)] | | | [removed: [59](#i8eb22f27e82c4f7996f6d6f52b5ca01f_373)] [added: [60](#i8e8d97d7ae354e66abae402b1874eeb3_256)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i8eb22f27e82c4f7996f6d6f52b5ca01f_379)] [added: Schedules](#i8e8d97d7ae354e66abae402b1874eeb3_262)] | | | [removed: [59](#i8eb22f27e82c4f7996f6d6f52b5ca01f_379)] [added: [60](#i8e8d97d7ae354e66abae402b1874eeb3_262)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i8eb22f27e82c4f7996f6d6f52b5ca01f_382)] [added: Summary](#i8e8d97d7ae354e66abae402b1874eeb3_265)] | | | [removed: [62](#i8eb22f27e82c4f7996f6d6f52b5ca01f_382)] [added: [64](#i8e8d97d7ae354e66abae402b1874eeb3_265)] | | |

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

2025 Notes: $500 million aggregate principal amount [added: issued] of 5.650% senior unsecured notes due June 28, 2025

2026 Notes: $500 million aggregate principal amount [added: issued] of [removed: 3.85%] [added: 3.850%] senior unsecured notes due June 30, 2026

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

2029 Notes: €600 million aggregate principal amount [added: issued] of 1.75% senior unsecured notes due March 28, 2029

2030 Notes: €600 million aggregate principal amount [added: issued] of 0.875% senior unsecured notes due February 13, 2030

2031 Notes: $650 million aggregate principal amount [added: issued] of 1.650% senior unsecured notes due January 15, 2031

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

2033 Notes: €615 million aggregate principal amount [added: issued] of 0.900% senior unsecured notes due July 30, 2033

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

2040 Notes: $650 million aggregate principal amount [added: issued] of 2.500% senior unsecured notes due December 21, 2040

2050 Notes: $500 million aggregate principal amount [added: issued] of [removed: 3.25%] [added: 3.250%] senior unsecured notes due April 28, 2050

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

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

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

| [Part I.](#i8e8d97d7ae354e66abae402b1874eeb3_448) | | | | | | | | |

| Item 1. | | | [Business](#i8e8d97d7ae354e66abae402b1874eeb3_280) | | | [1](#i8e8d97d7ae354e66abae402b1874eeb3_280) | | |

| Item 1C. | | | [Cybersecurity](#i8e8d97d7ae354e66abae402b1874eeb3_418) | | | [32](#i8e8d97d7ae354e66abae402b1874eeb3_418) | | |

| Item 2. | | | [Properties](#i8e8d97d7ae354e66abae402b1874eeb3_421) | | | [33](#i8e8d97d7ae354e66abae402b1874eeb3_421) | | |

| [Part II.](#i8e8d97d7ae354e66abae402b1874eeb3_208) | | | | | | | | |

| Item 6. | | | [\[Reserved\]](#i8e8d97d7ae354e66abae402b1874eeb3_220) | | | [36](#i8e8d97d7ae354e66abae402b1874eeb3_220) | | |

| [Part III.](#i8e8d97d7ae354e66abae402b1874eeb3_208) | | | | | | | | |

| [Part IV.](#i8e8d97d7ae354e66abae402b1874eeb3_208) | | | | | | | | |

Adenza: Adenza Holdings, Inc.

AI: Artificial Intelligence

Euro Notes: The 2029, 2030, 2032 and 2033 Notes

PCS: Post-contract Customer Support

Item 1A.

Item 7.

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

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 [removed: authorities or] [added: authorities,] shareholders, or [added: other litigants, or] the failure to comply with contractual breach notifications.

Our risk management and mitigation approach includes the adoption of [added: NIST CSF and NIST 800-53] security [removed: controls] [added: control frameworks] and adaptive ongoing threat analysis.

Our policies and our baseline security controls incorporate robust security [removed: infrastructure, risk-based controls and multi- layered] [added: infrastructure with multi-layered] defense systems.

We have [removed: 16] [added: 17] System and Organization Controls Type 2, or SOC 2, certifications with respect to our information security and infrastructure.

We periodically engage external advisors to perform an [removed: analysis of our information security procedures, which include a review] [added: independent assessment] of [removed: program documentation and an overall] [added: the] maturity [removed: assessment] of Nasdaq’s information security [removed: programs.][added: programs, and compare our programs to our financial and technology industry peers.]

[removed: In 2023,] [added: On a periodic basis,] our management team and the Board of Directors [removed: conducted] [added: conduct] tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts.

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

[removed: 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,] [added: 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.

In addition, our Information Security, or InfoSec, team reviews and conducts a risk assessment of any novel technologies Nasdaq plans to implement.

Nasdaq’s InfoSec program has demonstrated increasing levels of maturity year-over-year for every InfoSec department.

Recommendations to further enhance our procedures and maturity ratings from these assessments are then presented to the Audit & Risk Committee.

These exercises are intended to strengthen resilience and readiness with scenarios, including cybersecurity matters.

The CISO has more than 25 years of experience in information technology and information security, particularly in the financial services industry, and our InfoSec organization has seasoned

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.

Generally, our properties are not allocated for use by a particular [added: business] segment.

Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of February [removed: 13, 2024,] [added: 12, 2025,] we had approximately [removed: 202] [added: 193] 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: 2023:][added: 2024:]

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

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 2,000] [added: 1,745] | |

| Employee transactions | | | | | | [removed: —] [added: 4,444] | | | | | | $ | [removed: —] [added: 73.00] | | | | | N/A | | | | | | N/A | | |

| Total Quarter Ended December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | |

The following graph compares the total return of our common stock to the Nasdaq Composite Index, the S&P 500 and [removed: a] [added: S&P 500 GICS 4020 Index, our] peer [removed: group selected by us] [added: group,] for the past five years.

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

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

The figures represented below assume an initial investment of $100 in the common stock or index at the closing price on December 31, [removed: 2018] [added: 2019] and the reinvestment of all dividends.

Among Nasdaq, Inc., the Nasdaq Composite Index, the S&P 500 and [removed: Peer Groups][added: S&P 500 GICS 4020 Index]

[removed: ][added: ]

| October 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| November 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,745 | |

| Employee transactions | | | | | | 10,561 | | | | | | $ | 74.32 | | | | | N/A | | | | | | N/A | | |

| December 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,745 | |

| Employee transactions | | | | | | 44,463 | | | | | | $ | 79.38 | | | | | N/A | | | | | | N/A | | |

| Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,745 | |

| Employee transactions | | | | | | 59,468 | | | | | | $ | 78.00 | | | | | N/A | | | | | | N/A | | |

| Nasdaq, Inc. | | | $ | 100 | | | | | $ | 126 | | | | | $ | 202 | | | | | $ | 179 | | | | | $ | 173 | | | | | $ | 233 | |

| Nasdaq Composite Index | | | 100 | | | | | | 145 | | | | | | 177 | | | | | | 119 | | | | | | 173 | | | | | | 224 | | |

| S&P 500 | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | |

| S&P 500 GICS 4020 Index | | | 100 | | | | | | 111 | | | | | | 151 | | | | | | 134 | | | | | | 155 | | | | | | 199 | | |

| 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:

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

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

| 2022 Peer Group | | | | | | | | | | | | | | | | | |

| • | | | ASX Limited | | | • | | | Deutsche Börse AG | | | • | | | LSE | | |

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

| • | | | Bolsas Mexicana de Valores, S.A.B. de C.V. | | | • | | | Hong Kong Exchanges and Clearing Limited | | | • | | | TMX Group Limited | | |

| • | | | Cboe | | | • | | | ICE | | | | | | | | |

| • | | | CME Group Inc. | | | • | | | Japan Exchange Group, Inc. | | | | | | | | |

Nasdaq’s consolidated financial statements, including Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] and notes to our consolidated financial statements, together with a report thereon of Ernst & Young LLP, dated February 21, [removed: 2024,] [added: 2025,] are attached hereto as pages F-1 through [removed: F-45] [added: F-44] and incorporated by reference herein.

Disclosure [removed: controls] [added: Controls] and [removed: procedures.][added: 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: Based on the evaluation completed by management,] [added: Changes] in [removed: which our Chief Executive Officer and Chief] [added: Internal Control Over] Financial [removed: Officer participated, our management has concluded that, except as noted above with respect to the acquisition of Adenza, there were] [added: Reporting There have been] no changes in Nasdaq’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] our internal control over financial reporting is effective.

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of Nasdaq, Inc.

We have audited Nasdaq, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February 21, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

February 21, 2025

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.

Changes in internal control over financial reporting.

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

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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 [removed: S-K).][added: S-K) except as follows and each of which is intended to satisfy the affirmative defense of Rule 10b5-1(c): (i) on November 1, 2024, Bradley J.]

Peterson, Executive Vice President and Chief Information Officer/Chief Technology Officer, adopted a Rule 10b5-1 trading plan for the sale of our common stock in the following amounts: (a) up to 100% of the net vested shares resulting from the vesting of 4,719 restricted stock units on April 1, 2025, (b) up to 100% of the net vested shares resulting from the vesting of 22,494 restricted stock units on July 1, 2025 and (c) up to 100% of the net vested shares upon the settlement of 28,020 performance share units on or about February 19, 2025, with each of the foregoing subject to certain conditions and which plan expires on August 1, 2025 and (ii) on December 12, 2024, Sarah Youngwood, Executive Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading plan for the sale of 14,959 shares of our common stock, subject to certain conditions and which expires on March 31, 2025.

Vested shares are net of tax withholding.

Nasdaq has an insider trading policy governing the purchase, sale and other dispositions of Nasdaq’s securities that applies to all Nasdaq personnel, including directors, officers, employees, and other covered persons, as well as Nasdaq itself.

Nasdaq also follows procedures for the repurchase of its securities.

Nasdaq believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of Nasdaq’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

| Equity compensation plans approved by stockholders | | | | | | 1,420,323 | | | | | | $ | 41.79 | | | | | [removed: 36,014,602] [added: 33,615,389] | | |

| Total | | | | | | 1,420,323 | | | | | | $ | 41.79 | | | | | [removed: 36,014,602] [added: 33,615,389] | | |

[added: -] As of December 31, [removed: 2023,] [added: 2024,] we also had [removed: 6,217,621] [added: 6,353,018] 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: 24,598,016] [added: 22,886,514] shares of common stock that may be awarded pursuant to the Equity Plan and (b) [removed: 11,416,586] [added: 10,728,875] 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.

- The number of shares to be issued upon exercise of outstanding options, warrants and rights include only the number of shares to be issued upon exercise of outstanding options, warrants and rights.

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 “Annual Evaluation and [removed: 2024] [added: 2025] Selection of the Independent Auditors” in the Proxy Statement.

| [removed: [2](http://www.sec.gov/Archives/edgar/data/1120193/000119312523164839/d476077dex21.htm)[.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312523164839/d476077dex21.htm)] [added: [2.3](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).† | | |

| [removed: [4.2.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4101.htm)] [added: [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4101.htm)[.2.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4101.htm)] | | | | | | First Amendment to Stockholders’ Agreement, dated as of February 19, 2009, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 4.10.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). | | |

| [removed: [4](http://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/d655352dex41.htm)[.5](http://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/d655352dex41.htm)] [added: [4.5](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). | | |

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

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

| [removed: [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)] [added: [4.15](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex42.htm)] | | | | | | Fourteenth 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 4.2 to the Current Report on Form 8-K filed on June 28, 2023). | | |

| [removed: [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)] [added: [4.16](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex43.htm)] | | | | | | Fifteenth 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 4.3 to the Current Report on Form 8-K filed on June 28, 2023). | | |

| [removed: [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)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex44.htm)] | | | | | | Sixteenth 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 4.4 to the Current Report on Form 8-K filed on June 28, 2023). | | |

| [removed: [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)] [added: [4.18](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex45.htm)] | | | | | | Seventeenth 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 4.5 to the Current Report on Form 8-K filed on June 28, 2023). | | |

| [removed: [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)] [added: [4.19](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). | | |

| [removed: [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)] [added: [4.20](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex47.htm)] | | | | | | Nineteenth 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 and HSBC Bank USA, National Association, as paying agent, registrar and transfer agent (incorporated herein by reference to Exhibit 4.7 to the Current Report on Form 8-K filed on June 28, 2023). | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-101.htm) | | | | | | Amended and Restated Board Compensation Policy, effective on June [removed: 16,] [added: 21,] 2023 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 2, 2023).* | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-102.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000014/ndaq6302024ex-101.htm)] | | | | | | Form of Nasdaq Restricted Stock Unit Award Certificate (employees) (incorporated herein by reference to Exhibit [removed: 10.2] [added: 10.1] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2023] [added: 2024] filed on August [removed: 2, 2023).*] [added: 6, 2024).*] | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-103.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000014/ndaq6302024ex-102.htm)] | | | | | | Form of Nasdaq Restricted Stock Unit Award Certificate (directors) (incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.2] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2023] [added: 2024] filed on August [removed: 2, 2023).*] [added: 6, 2024).*] | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-104.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000014/ndaq6302024ex-103.htm)] | | | | | | Form of Nasdaq Three-Year Performance Share Unit Agreement (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.3] to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2023] [added: 2024] filed on August [removed: 2, 2023).*] [added: 6, 2024).*] | | |

| [10.12](http://www.sec.gov/Archives/edgar/data/1120193/000119312522175506/d332409dex101.htm) | | | | | | Nasdaq, Inc. Deferred Compensation [removed: Plan] [added: Plan, effective July 1, 2022] (incorporated [added: herein] by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 16, 2022).* | | |

| [10.18](http://www.sec.gov/Archives/edgar/data/1120193/000119312521148175/d125560dex101.htm) | | | | | | Employment Offer Letter by and between Nasdaq, Inc. and Michelle Daly [added: dated January 29, 2021] (incorporated [added: herein] by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 3, 2021).* | | |

| [removed: [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)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-101.htm)] | | | | | | General Release and Separation Agreement by and between Nasdaq, Inc. and Ann M. Dennison, dated as of August 31, 2023 (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed on November 3, 2023).* | | |

| [removed: [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)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000031/ndaq9302023ex-102.htm)] | | | | | | Employment Offer Letter by and between Nasdaq, Inc. and Sarah Youngwood, dated as of August 31, 2023 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 filed on November 3, 2023).* | | |

| [10.21](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1019.htm) | | | | | | Nasdaq Change in Control Severance Plan [removed: for] [added: For Non-CEO Presidents,] Executive Vice Presidents and Senior Vice Presidents, effective November 26, 2013, as amended December 6, 2022 (incorporated [added: herein] by reference [removed: 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.* | | |

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

| [removed: [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)] [added: [10.23](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).† | | |

| [removed: [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)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1120193/000119312523169697/d520835dex101.htm)] | | | | | | Amendment No. 2 to Amended and Restated Credit Agreement, dated as of June 16, 2023, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 20, 2023). | | |

| [removed: [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)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex101.htm)] | | | | | | Term Loan Credit Agreement, dated as of June 28, 2023, among Nasdaq, Inc., the lenders and other parties party thereto, and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 28, 2023).† | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1120193/000119312517137842/d382987dex103.htm)] [added: [10.28](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: [10.27](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1024.htm)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1024.htm)] | | | | | | Verafin Holdings Inc. Amended and Restated Management Incentive [removed: Plan] [added: Plan, effective as of October 3, 2022] (incorporated [added: herein] by reference [removed: herein] to Exhibit 10.24 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, [removed: 2023.)*] [added: 2023).*] | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1025.htm)] [added: [10.30](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, 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, [removed: 2023.)*] [added: 2023).*] | | |

| [removed: [11](#i8eb22f27e82c4f7996f6d6f52b5ca01f_73)] [added: [11](#i8e8d97d7ae354e66abae402b1874eeb3_76)] | | | | | | 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/1120193/000112019324000006/ndaq12312023ex-211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-211.htm)] | | | | | | List of all subsidiaries. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-231.htm)] | | | | | | Consent of Ernst & Young LLP. | | |

| [removed: [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-241.htm)] [added: [24.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-241.htm)] | | | | | | Powers of Attorney. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-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/1120193/000112019324000006/ndaq12312023ex-312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-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/1120193/000112019324000006/ndaq12312023ex-321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-321.htm)] | | | | | | Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley. | | |

| 101 | | | | | | The following materials from the Nasdaq, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022;] [added: 2023;] (ii) Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] and (vi) notes to consolidated financial statements. | | |

† Schedules have been omitted pursuant to [removed: Item 601(b)(2)] [added: Items 601(b)(2)(ii) or 601(b)(10)(iv)] of Regulation S-K.

| [4.2.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312524072138/d812900dex41.htm) | | | | | | Second Amendment to Nasdaq Stockholders’ Agreement, dated as of March 19, 2024, by and between Nasdaq, Inc. and Borse Dubai Limited (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 20, 2024). | | |

| [4.7.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312516615297/d167131dex41.htm) | | | | | | Fourth Supplemental Indenture, dated as of June 7, 2016, among Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to the Current Report on Form 8-K filed on June 7, 2016). | | |

| [4.21](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-421.htm) | | | | | | Description of Securities (incorporated herein by reference to Exhibit 4.21 to the Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 21, 2024). | | |

| [1](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000014/ndaq6302024ex-104.htm)[0.7.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000014/ndaq6302024ex-104.htm) | | | | | | Form of Nasdaq Two-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, 2024 filed on August 6, 2024).* | | |

| [1](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000019/ndaq9302024ex-101.htm)[0](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000019/ndaq9302024ex-101.htm)[.25](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000019/ndaq9302024ex-101.htm) | | | | | | Amendment No. 3 to Amended and Restated Credit Agreement, dated as of August 2, 2024, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on October 29, 2024).† | | |

| [1](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-1026.htm)[0.26](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-1026.htm) | | | | | | Amendment No. 4 to Amended and Restated Credit Agreement, dated as of December 16, 2024, among Nasdaq, Inc., a Delaware corporation, the lenders party thereto, Bank of America, N.A., as administrative agent and BofA Securities, Inc., as sustainability coordinator.† | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000008/ndaq12312024ex-191.htm) | | | | | | Insider Trading Policy. | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [97.1](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001120193/000112019324000006/ndaq-20231231.htm) | | | | | | Supplemental Executive Officer Recoupment Policy (incorporated by reference herein to Exhibit 97.1 to the Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 21, 2024).* | | |

| | | | | | | | | |

| | | | | | | | | |

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

| [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.* | | |

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 21, [removed: 2024.][added: 2025.]

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

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

| Date: | | | February 21, [removed: 2024] [added: 2025] | | | | | |

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 21, [removed: 2024.][added: 2025.]

| Title: | | | Chief Executive Officer and Chair of the Board | | | [removed: | | |]

| By: | | | /s/ Sarah Youngwood | | | [removed: | | |]

| Name: | | | Sarah Youngwood | | | [removed: | | |]

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

| By: | | | /s/ Michelle Daly | | | [removed: | | |]

| Name: | | | Michelle Daly | | | [removed: | | |]

| Title: | | | Senior Vice President, Controller and Principal Accounting Officer | | | [removed: | | |]

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

| Title: | | | Director | | | [removed: | | |]

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

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

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

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

| Name: | | | Holden Spaht | | | [removed: | | |]

| Name: | | | Johan Torgeby | | | [removed: | | |]

| Name: | | | Toni Townes-Whitley | | | [removed: | | |]

| Name: | | | Jeffery W. Yabuki | | | [removed: | | |]

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

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

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

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i8eb22f27e82c4f7996f6d6f52b5ca01f_394)] [added: Firm](#i8e8d97d7ae354e66abae402b1874eeb3_454)] (PCAOB ID 42) | | | [removed: F-[2](#i8eb22f27e82c4f7996f6d6f52b5ca01f_394)] [added: F-[2](#i8e8d97d7ae354e66abae402b1874eeb3_454)] | | |

| [Consolidated Balance [removed: Sheets](#i8eb22f27e82c4f7996f6d6f52b5ca01f_19)] [added: Sheets](#i8e8d97d7ae354e66abae402b1874eeb3_22)] | | | [removed: F-[4](#i8eb22f27e82c4f7996f6d6f52b5ca01f_19)] [added: F-[4](#i8e8d97d7ae354e66abae402b1874eeb3_22)] | | |

| [Consolidated Statements of [removed: Income](#i8eb22f27e82c4f7996f6d6f52b5ca01f_22)] [added: Income](#i8e8d97d7ae354e66abae402b1874eeb3_25)] | | | [removed: F-[5](#i8eb22f27e82c4f7996f6d6f52b5ca01f_22)] [added: F-[5](#i8e8d97d7ae354e66abae402b1874eeb3_25)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i8eb22f27e82c4f7996f6d6f52b5ca01f_25)] [added: Income](#i8e8d97d7ae354e66abae402b1874eeb3_28)] | | | [removed: F-[6](#i8eb22f27e82c4f7996f6d6f52b5ca01f_25)] [added: F-[6](#i8e8d97d7ae354e66abae402b1874eeb3_28)] | | |

| [Consolidated Statements of Changes in [removed: Stockholders](#i8eb22f27e82c4f7996f6d6f52b5ca01f_28)’ [Equity](#i8eb22f27e82c4f7996f6d6f52b5ca01f_28)] [added: Stockholders](#i8e8d97d7ae354e66abae402b1874eeb3_31)’ [Equity](#i8e8d97d7ae354e66abae402b1874eeb3_31)] | | | [removed: F-[7](#i8eb22f27e82c4f7996f6d6f52b5ca01f_28)] [added: F-[7](#i8e8d97d7ae354e66abae402b1874eeb3_31)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i8eb22f27e82c4f7996f6d6f52b5ca01f_31)] [added: Flows](#i8e8d97d7ae354e66abae402b1874eeb3_34)] | | | [removed: F-[8](#i8eb22f27e82c4f7996f6d6f52b5ca01f_31)] [added: F-[8](#i8e8d97d7ae354e66abae402b1874eeb3_34)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8eb22f27e82c4f7996f6d6f52b5ca01f_34)] [added: Statements](#i8e8d97d7ae354e66abae402b1874eeb3_37)] | | | [removed: F-[9](#i8eb22f27e82c4f7996f6d6f52b5ca01f_34)] [added: F-[9](#i8e8d97d7ae354e66abae402b1874eeb3_37)] | | |

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of Nasdaq, Inc.

We have audited the accompanying consolidated balance sheets of Nasdaq, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, changes in [removed: stockholders’] [added: stockholders'] equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 21, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

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

[removed: | | | | Accounting for the Acquisition] [added: For further discussion] of [removed: Adenza | | |][added: the Adenza acquisition, see Note 4, “Acquisition.”]

| By: | | | * | | |

| By: | | | * | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Name: | | | Kathryn A. Koch | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Title: | | | Director | | |

| By: | | | * | | |

| Title: | | | Director | | |

| | | | Calypso and AxiomSL on-premises license revenue recognition | | |

| *Description of the Matter* | | | As described in Note 2 to the consolidated financial statements, the Company recognizes revenue within its Regulatory Technology and Capital Markets Technology products for AxiomSL and Calypso on-premises license agreements, respectively. The AxiomSL on-premises software offering includes both license and post-contract customer support, which includes frequent and ongoing mandatory regulatory updates. Both the AxiomSL on-premises license and the post-contract customer support, inclusive of the frequent and ongoing mandatory regulatory updates are accounted for as a single performance obligation and recognized ratably over the contract term. For the on-premises Calypso capital markets product, distinct performance obligations are recognized for the license and post-contract customer support and the performance obligation of the on-premises license revenue is recognized upfront at the point in time when the software is made available to the user. Auditing the Company’s initial identification of performance obligations along with the timing over which those performance obligations are satisfied for the acquired AxiomSL and Calypso on-premise license agreements required complex judgment. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, performed a walkthrough of the process and evaluated the design and tested the operating effectiveness of controls over the Company's processes for identifying performance obligations and determining the timing over which the performance obligations are satisfied with respect to these products. To test the Company’s judgments and conclusions related to the identification of performance obligations and timing of satisfaction of those performance obligations, our audit procedures included, among others, obtaining an understanding of the Company’s AxiomSL and Calypso service offerings and evaluating management’s conclusions regarding which were distinct. We involved subject matter resources to assist in testing management’s identification of performance obligations and determining timing over which they are satisfied. We read a sample of executed contracts to assess management’s evaluation of significant terms, including the determination of distinct performance obligations. | | |

February 21, 2025

| Technology and communication infrastructure | | | | | | | | | | | | | | | 281 | | | | | | 233 | | | | | | 207 | | |

| Income tax expense | | | | | | | | | | | | | | | (4) | | | | | | (3) | | | | | | (2) | | |

| Unrealized gain (loss) on derivatives instruments, net | | | | | | | | | | | | | | | (8) | | | | | | 2 | | | | | | — | | |

| Adenza purchase accounting adjustment | | | 32 | | | | | | — | | | | | | — | | |

As of December 31, 2024, a total of 5,249 companies listed securities on our U.S., Nasdaq Nordic, Nasdaq Baltic and Nasdaq First North exchanges.

In addition, we provide regulators and exchanges with a platform for surveillance.

Calypso is a leading platform providing cross-asset, front-to-back trading, treasury, risk and collateral management solutions.

In January 2025, we entered into a new agreement to transfer existing open positions in our Nordic power derivatives trading and clearing business to a European exchange.

The completion of this transaction is subject to customary regulatory approvals.

Prior to

June 2023, these revenues were included in our Market Services segment.

See Note 6,

Derivatives designated as cash flow hedges

We enter into foreign currency contracts and designate them as cash flow hedges to manage forecasted foreign currency revenue and expenses.

| | | | | | | | | |

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

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

| Name: | | | Steven D. Black | | | | | |

| *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. | | |

February 21, 2024

| Computer operations and data communications | | | | | | | | | | | | | | | 233 | | | | | | 207 | | | | | | 186 | | |

| Net gain on divestiture of business | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 84 | | |

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

| Employee benefit plan, net | | | | | | | | | | | | | | | 8 | | | | | | 3 | | | | | | (1) | | |

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

| Stock option exercises, net | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

| Net gain on divestiture of business | | | — | | | | | | — | | | | | | (84) | | |

| Proceeds from divestiture of business, net of cash divested | | | — | | | | | | — | | | | | | 190 | | |

| Payment of debt extinguishment cost and bridge fees | | | (25) | | | | | | (16) | | | | | | (33) | | |

| Proceeds received from employee stock activity and other issuances | | | 29 | | | | | | 23 | | | | | | 26 | | |

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

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

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

We recognize our share of earnings or losses of an equity method investee based on our ownership percentage.

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.

period in the relevant expense category in the Consolidated Statements of Income.

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

The activity during the period relating to changes in the allowance for credit losses was immaterial.

discussion of deferred revenue balances, activity, and expected timing of recognition.

Asset-based licenses are generally renewable agreements.

Transaction-based licenses are also generally renewable agreements.

Calypso’s capital market product consists of the provision of cloud-enabled, cross-asset, front-to-back solutions for financial markets.

Our Calypso product offering includes on-premise and cloud service agreements and we recognize revenue from these agreements similarly to our revenue recognition for the AxiomSL agreements discussed above.

For software support and update services, and for

For U.S. and Canadian cash equity

Other revenues related to our European power trading and clearing business, following our announcement in June 2023 to sell this business, subject to regulatory approval.

Other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022, as well as revenues associated with our U.S. Fixed Income business, which was sold in June 2021.

Additionally, for the year ended December 31, 2021, other revenues include revenues associated with the NPM business which we contributed in July 2021 to a standalone, independent company, of which we own the largest minority interest, together with a consortium of third-party financial institutions.

Prior to July 2021, these revenues were included in our Capital Access Platforms segment.

Pension and other post-retirement benefit plan information for financial reporting purposes is developed using actuarial valuations.

In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, expected rate of return on plan assets, mortality rate, healthcare cost trend rate, retirement age assumption, our historical assumptions compared with actual results and analysis of current market conditions and asset allocations.

The expected rate of return on plan assets for our U.S. pension plans represents our long-term assessment of return expectations which may change based on significant shifts in economic and financial market conditions.