Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

None.

SIGNATURES

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, 2025.


Nasdaq, Inc.
(Registrant)

By:			/s/ Adena T. Friedman
Name:			Adena T. Friedman
Title:			Chief Executive Officer
Date:			February 21, 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, 2025.


By:			/s/ Adena T. Friedman
Name:			Adena T. Friedman
Title:			Chief Executive Officer and Chair of the Board

By:			/s/ Sarah Youngwood
Name:			Sarah Youngwood
Title:			Executive Vice President and Chief Financial Officer

By:			/s/ Michelle Daly
Name:			Michelle Daly
Title:			Senior Vice President, Controller and Principal Accounting Officer

By:			*
Name:			Melissa M. Arnoldi
Title:			Director

By:			*
Name:			Charlene T. Begley
Title:			Director

By:			*
Name:			Essa Kazim
Title:			Director

By:			*
Name:			Thomas A. Kloet
Title:			Director

By:			*
Name:			Kathryn A. Koch
Title:			Director

By:			*
Name:			Holden Spaht
Title:			Director


By:			*
Name:			Michael R. Splinter
Title:			Director

By:			*
Name:			Johan Torgeby
Title:			Director

By:			*
Name:			Toni Townes-Whitley
Title:			Director

By:			*
Name:			Jeffery W. Yabuki
Title:			Director

By:			*
Name:			Alfred W. Zollar
Title:			Director

* Pursuant to Power of Attorney
By:			/s/ John A. Zecca
Name:			John A. Zecca
Title:			Attorney-in-Fact

Nasdaq, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements of Nasdaq, Inc. and its subsidiaries are presented herein on the page indicated:



Report of Independent Registered Public Accounting Firm (PCAOB ID 42)			F-2
Consolidated Balance Sheets			F-4
Consolidated Statements of Income			F-5
Consolidated Statements of Comprehensive Income			F-6
Consolidated Statements of Changes in Stockholders’ Equity			F-7
Consolidated Statements of Cash Flows			F-8
Notes to Consolidated Financial Statements			F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Nasdaq, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nasdaq, Inc. (the Company) as of December 31, 2024 and 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, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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 Company's internal control over financial reporting as of December 31, 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, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of 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 disclosure to which it relates.


			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.

F-2


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.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1986.

New York, New York

February 21, 2025

F-3

Nasdaq, Inc.

Consolidated Balance Sheets

(in millions, except share and par value amounts)


	December 31, 2024		December 31, 2023

Assets
Current assets:
Cash and cash equivalents	$	592	$	453
Restricted cash and cash equivalents	31		20
Default funds and margin deposits (including restricted cash and cash equivalents of $4,383 and $6,645, respectively)	5,664		7,275
Financial investments	184		188
Receivables, net	1,022		929
Other current assets	293		231
Total current assets	7,786		9,096
Property and equipment, net	593		576
Goodwill	13,957		14,112
Intangible assets, net	6,905		7,443
Operating lease assets	375		402
Other non-current assets	779		665
Total assets	$	30,395	$	32,294

Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	269	$	332
Section 31 fees payable to SEC	319		84
Accrued personnel costs	325		303
Deferred revenue	711		594
Other current liabilities	215		146
Default funds and margin deposits	5,664		7,275
Short-term debt	399		291
Total current liabilities	7,902		9,025
Long-term debt	9,081		10,163
Deferred tax liabilities, net	1,594		1,642
Operating lease liabilities	388		417
Other non-current liabilities	230		220
Total liabilities	19,195		21,467

Commitments and contingencies

Equity
Nasdaq stockholders’ equity:
Common stock, $0.01 par value, 900,000,000 shares authorized, shares issued: 598,920,378 at December 31, 2024 and 598,014,520 at December 31, 2023; shares outstanding: 575,062,217 at December 31, 2024 and 575,159,336 at December 31, 2023	6		6
Additional paid-in capital	5,530		5,496
Common stock in treasury, at cost: 23,858,161 shares at December 31, 2024 and 22,855,184 shares at December 31, 2023	(647)		(587)
Accumulated other comprehensive loss	(2,099)		(1,924)
Retained earnings	8,401		7,825
Total Nasdaq stockholders’ equity	11,191		10,816
Noncontrolling interests	9		11
Total equity	11,200		10,827
Total liabilities and equity	$	30,395	$	32,294

See accompanying notes to consolidated financial statements.

F-4

Nasdaq, Inc.

Consolidated Statements of Income

(in millions, except per share amounts)


	Year Ended December 31,
		2024		2023		2022
Revenues:
Capital Access Platforms		$	1,972	$	1,770	$	1,682
Financial Technology		1,621		1,099		864
Market Services		3,771		3,156		3,632
Other revenues		36		39		48
Total revenues		7,400		6,064		6,226
Transaction-based expenses:
Transaction rebates		(2,026)		(1,838)		(2,092)
Brokerage, clearance and exchange fees		(725)		(331)		(552)
Revenues less transaction-based expenses		4,649		3,895		3,582
Operating expenses:
Compensation and benefits		1,324		1,082		1,003
Professional and contract services		152		128		140
Technology and communication infrastructure		281		233		207
Occupancy		112		129		104
General, administrative and other		109		113		125
Marketing and advertising		54		47		51
Depreciation and amortization		613		323		258
Regulatory		55		34		33
Merger and strategic initiatives		35		148		82
Restructuring charges		116		80		15
Total operating expenses		2,851		2,317		2,018
Operating income		1,798		1,578		1,564
Interest income		28		115		7
Interest expense		(414)		(284)		(129)



Other income (loss)		21		(1)		2
Net income (loss) from unconsolidated investees		16		(7)		31
Income before income taxes		1,449		1,401		1,475
Income tax provision		334		344		352
Net income		1,115		1,057		1,123
Net loss attributable to noncontrolling interests		2		2		2
Net income attributable to Nasdaq		$	1,117	$	1,059	$	1,125
Per share information:
Basic earnings per share		$	1.94	$	2.10	$	2.28
Diluted earnings per share		$	1.93	$	2.08	$	2.26
Cash dividends declared per common share		$	0.94	$	0.86	$	0.78

See accompanying notes to consolidated financial statements.

F-5

Nasdaq, Inc.

Consolidated Statements of Comprehensive Income

(in millions)


	Year Ended December 31,
		2024		2023		2022
Net income		$	1,115	$	1,057	$	1,123
Other comprehensive income (loss):
Foreign currency translation gains (losses)		(135)		39		(375)
Income tax benefit (expense)(1)		(45)		18		(32)
Foreign currency translation, net		(180)		57		(407)

Employee benefit plan adjustment		17		11		5
Income tax expense		(4)		(3)		(2)
Employee benefit plan, net		13		8		3

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

Total other comprehensive income (loss), net of tax		(175)		67		(404)
Comprehensive income		940		1,124		719
Comprehensive loss attributable to noncontrolling interests		2		2		2
Comprehensive income attributable to Nasdaq		$	942	$	1,126	$	721

____________

(1) Primarily relates to the tax effect of unrealized gains and losses on Euro denominated notes.

See accompanying notes to consolidated financial statements.

F-6

Nasdaq, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(in millions)


	Year Ended December 31,
		2024	2023				2022
			Shares		$		Shares		$		Shares		$
Common stock
Beginning balance			575		6		492		5		500		5
Acquisition-related stock issuance			—		—		86		1		—		—
Ending balance					6				6				5

Additional paid-in capital
Beginning balance					5,496				1,445				1,949
Share repurchase program			(2)		(145)		(5)		(269)		(5)		(308)
ASR agreement			—		—		—		—		(6)		(325)
Share-based compensation			2		141		3		122		3		106

Acquisition-related stock issuance			—		—		—		4,169		—		—
Other issuances of common stock, net			1		38		1		29		1		23
Ending balance					5,530				5,496				1,445

Common stock in treasury, at cost
Beginning balance					(587)				(515)				(437)
Other employee stock activity			(1)		(60)		(2)		(72)		(1)		(78)
Ending balance					(647)				(587)				(515)

Accumulated other comprehensive loss
Beginning balance					(1,924)				(1,991)				(1,587)
Other comprehensive income (loss)					(175)				67				(404)
Ending balance					(2,099)				(1,924)				(1,991)

Retained earnings
Beginning balance					7,825				7,207				6,465
Net income attributable to Nasdaq					1,117				1,059				1,125
Cash dividends declared and paid					(541)				(441)				(383)
Ending balance					8,401				7,825				7,207

Total Nasdaq stockholders’ equity					11,191				10,816				6,151

Noncontrolling interests
Beginning balance					11				13				10
Net activity related to noncontrolling interests				(2)				(2)				3
Ending balance					9				11				13

Total Equity			575		$	11,200	575		$	10,827	492		$	6,164

See accompanying notes to consolidated financial statements.

F-7

Nasdaq, Inc.

Consolidated Statements of Cash Flows

(in millions)


	Year Ended December 31,
Cash flows from operating activities:	2024		2023		2022


Net income	$	1,115	$	1,057	$	1,123
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	613		323		258
Share-based compensation	141		122		106
Deferred income taxes	(67)		68		38

Extinguishment of debt and bridge fees	3		25		16


Non-cash restructuring charges	37		12		—

Net (income) loss from unconsolidated investees	(16)		7		(31)
Operating lease asset impairments	—		13		—
Adenza purchase accounting adjustment	32		—		—
Other reconciling items included in net income	35		30		28
Net change in operating assets and liabilities:
Receivables, net	(193)		3		(101)
Other assets	(50)		9		98
Accounts payable and accrued expenses	(60)		149		19
Section 31 fees payable to SEC	235		(160)		181
Accrued personnel costs	34		13		—
Deferred revenue	67		88		16
Other liabilities	13		(63)		(45)

Net cash provided by operating activities	1,939		1,696		1,706
Cash flows from investing activities:
Purchases of securities	(206)		(712)		(322)
Proceeds from sales and redemptions of securities	199		719		320



Acquisition of businesses, net of cash and cash equivalents acquired	—		(5,766)		(41)
Purchases of property and equipment	(207)		(158)		(152)
Investments related to default funds and margin deposits, net(1)	(707)		(74)		211
Other investing activities	(32)		(3)		33
Net cash provided by (used in) investing activities	(953)		(5,994)		49
Cash flows from financing activities:
Proceeds from (repayments of) commercial paper, net	(291)		(371)		238
Repayments of debt and credit commitment	(521)		(260)		(1,097)



Proceeds from issuances of debt, net of issuance costs	—		5,608		541
Repurchases of common stock	(145)		(269)		(308)
ASR agreement	—		—		(325)
Dividends paid	(541)		(441)		(383)

Payments related to employee shares withheld for taxes	(60)		(72)		(78)
Default funds and margin deposits	(1,030)		22		2,440
Other financing activities	27		3		8
Net cash provided by (used in) financing activities	(2,561)		4,220		1,036
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents	(537)		202		(1,293)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents	(2,112)		124		1,498
Cash and cash equivalents, restricted cash and cash equivalents at beginning of period	7,118		6,994		5,496
Cash and cash equivalents, restricted cash and cash equivalents at end of period	$	5,006	$	7,118	$	6,994
Reconciliation of Cash, Cash Equivalents and Restricted Cash and Cash Equivalents
Cash and cash equivalents	$	592	$	453	$	502
Restricted cash and cash equivalents	31		20		22
Restricted cash and cash equivalents (default funds and margin deposits)	4,383		6,645		6,470
Total	$	5,006	$	7,118	$	6,994
Supplemental Disclosure Cash Flow Information

Interest paid	$	405	$	177	$	116
Income taxes paid, net of refund	$	358	$	254	$	274

__________________________

(1) Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations. For further information, see "Default Fund Contributions and Margin Deposits," within Note 15, "Clearing Operations."

See accompanying notes to consolidated financial statements.

F-8

Nasdaq, Inc.

Notes to Consolidated Financial Statements

1. ORGANIZATION AND NATURE OF OPERATIONS

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.

Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services.

For further discussion of our businesses, see “Products and Services,” of “Part I, Item 1. Business.”

Capital Access Platforms

Our Capital Access Platforms segment comprises Data & Listing Services, Index and Workflow & Insights.

Our Data business distributes historical and real-time market data to sell-side customers, the institutional investing community, retail online brokers, proprietary trading firms and other venues, as well as internet portals and data distributors. Our data products can enhance the transparency of market activity within our exchanges and provide critical information to professional and non-professional investors globally.

Our Listing Services business operates listing platforms in the U.S. and Europe and provides multiple global capital raising solutions for public companies. Our main listing markets are The Nasdaq Stock Market and the Nasdaq Nordic and Nasdaq Baltic exchanges. Through Nasdaq First North, our Nordic and Baltic operations also offer alternative marketplaces for smaller companies and growth companies.

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. As of December 31, 2024, there were 4,075 total listings on The Nasdaq Stock Market, including 768 ETPs. The combined market capitalization in the U.S. was approximately $34.4 trillion. In Europe, the Nasdaq Nordic and Nasdaq Baltic exchanges, together with Nasdaq First North, were home to 1,174 listed companies with a combined market capitalization of approximately $2.0 trillion.

Our Index business develops and licenses Nasdaq-branded indices and financial products. We also license cash-settled futures, options and options on futures on our indices. As of December 31, 2024, 401 ETPs listed on 28 exchanges in over 20 countries tracked a Nasdaq index and accounted for $647 billion in AUM.

Workflow & Insights includes our analytics and corporate solutions businesses. Our analytics business provides asset managers, investment consultants and institutional asset owners with information and analytics to make data-driven investment decisions, deploy their resources more productively, and provide liquidity solutions for private funds. Through our eVestment and Solovis solutions, 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. The eVestment platform also enables asset managers to efficiently distribute information about their firms and funds to asset owners and consultants worldwide.

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

Our corporate solutions business serves both public and private companies and organizations through our Investor Relations Intelligence, Sustainability Solutions and Governance Solutions products. Our public company clients can be companies listed on our exchanges or other U.S. and global exchanges. Our private company clients include a diverse group of organizations ranging from family-owned companies, government organizations, law firms, privately held entities, and various non-profit organizations to hospitals and healthcare systems. We help organizations enhance their ability to understand and expand their global shareholder base, improve corporate governance, and navigate the evolving sustainability landscape through our suite of advanced technology, analytics, reporting and consulting services.

Financial Technology

Our Financial Technology segment comprises Financial Crime Management Technology, Regulatory Technology and Capital Markets Technology businesses.

Financial Crime Management Technology includes our Nasdaq Verafin solution, a cloud-based platform to help financial institutions detect, investigate, and report money laundering and financial fraud.

F-9

Regulatory Technology comprises our surveillance and AxiomSL solutions. Our surveillance solutions are designed for banks, brokers and other market participants to assist them in complying with market abuse and integrity rules and regulations. In addition, we provide regulators and exchanges with a platform for surveillance. AxiomSL is a global leader in risk data management and regulatory reporting solutions for the financial industry, including banks, broker dealers and asset managers. Its unique enterprise data management platform delivers data lineage, risk aggregation, analytics, workflow automation, reconciliation, validation and audit functionality, as well as disclosures. AxiomSL’s platform supports compliance across a wide range of global and local regulations.

Capital Markets Technology includes market technology, trade management services and Calypso solutions. Our market technology business is a leading global technology solutions provider and partner to exchanges, clearing organizations, central securities depositories, regulators, banks, brokers, buy-side firms and corporate businesses. Our market technology solutions are utilized by leading markets in North America, Europe and Asia as well as emerging markets in the Middle East, Latin America, and Africa. Our trade management services provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. Our marketplaces may be accessed via a number of different protocols used for quoting, order entry, trade reporting and connectivity to various data feeds. We also provide colocation services to market participants, whereby we offer firms cabinet space and power to house their own equipment and servers within our data centers. Additionally, we offer a number of wireless connectivity offerings between select data centers using millimeter wave and microwave technology. Calypso is a leading platform providing cross-asset, front-to-back trading, treasury, risk and collateral management solutions. The Calypso solution provides customers with a single platform designed from the outset to enable consolidation, innovation and growth.

Market Services

Our Market Services segment includes revenues from equity derivatives trading, cash equity trading, Nordic fixed income trading & clearing, Nordic commodities and U.S. Tape plans data. We operate 19 exchanges across several asset classes, including derivatives, commodities, cash equity, debt, structured products and ETPs. In addition, in certain countries where we operate exchanges, we also provide clearing, settlement and central depository services. In June 2023, we entered into an agreement to sell our Nordic power trading and clearing business, which was subsequently terminated in June 2024. 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. Revenues from this business will continue to be reflected in other revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures. Prior to

June 2023, these revenues were included in our Market Services segment. Additionally, certain data revenues from this business that were previously included in our Capital Access Platforms segment are also reflected in Other revenues in the Consolidated Statements of Income for all periods, and in our Corporate segment for our segment disclosures.

Our transaction-based platforms provide market participants with the ability to access, process, display and integrate orders and quotes. The platforms allow the routing and execution of buy and sell orders as well as the reporting of transactions, providing fee-based revenues.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements are prepared in accordance with U.S. GAAP and include the accounts of Nasdaq, its wholly-owned subsidiaries and other entities in which Nasdaq has a controlling financial interest. When we do not have a controlling interest in an entity but exercise significant influence over the entity’s operating and financial policies, such investment is accounted for under the equity method of accounting. See “Equity Method Investments” within “Investments” below for further discussion.

The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities in the consolidated balance sheets. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary.

Foreign Currency

Foreign denominated assets and liabilities are remeasured into the functional currency at exchange rates in effect at the balance sheet date and recorded through the income statement. Gains or losses resulting from foreign currency transactions are remeasured using the rates on the dates on which those elements are recognized during the period, and are included in general, administrative and other expense in the Consolidated Statements of Income.

F-10

Translation gains or losses resulting from translating our subsidiaries’ financial statements from the local functional currency to the reporting currency, net of tax, are included in accumulated other comprehensive loss in the Consolidated Balance Sheets. Assets and liabilities are translated at the balance sheet date while revenues and expenses are translated at the date the transaction occurs or at an applicable average rate.

Cash and Cash Equivalents

Cash and cash equivalents include all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. Such equivalent investments included in cash and cash equivalents in the Consolidated Balance Sheets were $373 million as of December 31, 2024 and $122 million as of December 31, 2023. Cash equivalents are carried at cost plus accrued interest, which approximates fair value due to the short maturities of these investments.

Restricted Cash

Restricted cash and cash equivalents, which was $31 million as of December 31, 2024 and $20 million as of December 31, 2023, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the Consolidated Balance Sheets. As of December 31, 2024 and 2023, restricted cash and cash equivalents primarily includes funds held for regulatory capital for our trading and clearing businesses.

Default Funds and Margin Deposits

Nasdaq Clearing members’ cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Clearing. Non-cash contributions are pledged assets that are not recorded in the Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members.

Receivables, net

Our receivables are concentrated with our customers which primarily include corporate clients, banks, investment managers, brokers, and exchange operators. Receivables are shown net of allowance for credit losses. The allowance is maintained at a level that management believes to be sufficient to absorb expected losses over the life of our accounts receivable portfolio. The allowance is increased by the provision for bad debts, which is included in general, administrative and other expense in the Consolidated Statements of Income, and decreased by the amount of charge-offs, net of recoveries.

The allowance is primarily based on an aging methodology. This method applies loss rates based on historical loss information which is disaggregated by business segment and, as deemed necessary, is adjusted for other factors and considerations that could impact collectibility. Additionally, we consider corporate default rate averages over an extended period as compared to the period covered by our historical loss data and include an adjustment to historical loss percentages for current conditions and expected future conditions if necessary.

In circumstances where a specific customer’s inability to meet its financial obligations is known (i.e., bankruptcy filings), we determine whether a specific provision for bad debts is required. Accounts receivable are written-off against the allowance when collection efforts cease. Due to changing economic, business and market conditions, we review the allowance quarterly and make changes to the allowance through the provision for bad debts as appropriate. If circumstances change (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to pay), our estimates of recoverability could be reduced by a material amount. The total allowance netted against receivables in the Consolidated Balance Sheets was $10 million as of December 31, 2024 and $18 million as of December 31, 2023. Any provision for bad debt or write-off recorded during the year was immaterial.

Investments

Purchases and sales of investment securities are recognized on settlement date.

Financial Investments

Financial investments are comprised of trading securities bought principally to meet regulatory capital requirements mainly for our clearing operations at Nasdaq Clearing. These investments are classified as trading securities as they are generally sold in the near term, with changes in fair value included in other income (loss) in the Consolidated Statements of Income.

Fair value is generally obtained from third-party pricing sources. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair values are estimated using pricing models with observable market inputs. The inputs to the valuation models vary by the type of security being priced but are typically benchmark yields, reported trades, broker-dealer quotes, and prices of similar assets. Pricing models generally do not entail material subjectivity because the methodologies employed use inputs observed from active markets. See “Fair Value Measurements” below for further discussion of fair value measures.

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Equity Securities

Investments in equity securities with readily determinable fair values (other than those accounted for under the equity method or those that result in consolidation of the investee) are measured at fair value and any changes in fair value are recognized in other income (loss) in the Consolidated Statements of Income.

Equity investments without readily determinable fair values are accounted for under the measurement alternative, under which investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer on a prospective basis. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired, based on the share price from the investee’s latest financing round, the performance of the investee in relation to its own operating targets, the investee’s liquidity and cash position, and general market conditions. If a qualitative assessment indicates that the security is impaired, Nasdaq will estimate the fair value of the security and, if the fair value is less than the carrying amount of the security, will recognize an impairment loss in net income equal to the difference in the period the impairment occurs. See Note 6, “Investments,” for further discussion of our equity securities.

For the years ended December 31, 2024, 2023 and 2022, no material adjustments were made to the carrying value of our equity securities.

Our investments in equity securities are included in other non-current assets in the Consolidated Balance Sheets, as we intend to hold these investments for more than one year.

Equity Method Investments

In general, the equity method of accounting is used when we own 20% to 50% of the outstanding voting stock of a company or when we are able to exercise significant influence over the operating and financial policies of a company. We have certain investments in which we have determined that we have significant influence and as such account for the investments under the equity method of accounting. We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. We evaluate our equity method investments for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. In addition, for investments where the market value is readily determinable, we consider the underlying stock price. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income in the period the impairment occurs. See Note 6,

“Investments,” for further discussion of our equity method investments.

No material impairments were recorded to reduce the carrying value of our equity method investments in 2024, 2023 or 2022.

Derivative Financial Instruments and Hedging Activities

Non-Designated Derivatives

We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans, accounts receivable, accounts payable and other balance sheet items. These contracts are not designated as hedges for financial reporting purposes. The change in fair value of these contracts is recognized in general, administrative and other expense in the Consolidated Statements of Income and offsets the foreign currency exposure.

As of December 31, 2024 and 2023, the fair value of our derivative instruments were immaterial.

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. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on the hedged transactions. The change in fair value of these contracts is recorded, net of tax, in accumulated other comprehensive loss in the Consolidated Balance Sheets until the forecasted transaction occurs. When the forecasted transaction affects earnings, we reclassify the related gain or loss on the foreign currency revenue or foreign currency expense to revenue or operating expense, as applicable.

As of December 31, 2024 and 2023, the fair value of our derivative instruments designated as cash flow hedges were immaterial.

Net Investment Hedges

Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.

Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increase or decrease related to the remeasurement of these notes into U.S. dollars is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. See “Net Investment Hedge” of Note 9, “Debt Obligations,” for further discussion.

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Property and Equipment, net

Property and equipment, including leasehold improvements, are carried at cost less asset impairment charges and accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the related assets, which range from 10 to 40 years for buildings and improvements, 3 to 5 years for data processing equipment, and 5 to 10 years for furniture and equipment.

Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the remaining term of the related lease.

We develop systems solutions for both internal and external use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. In addition, certain costs of computer software to be sold, leased, or otherwise marketed as a separate product or as part of a product or process are capitalized beginning when a product’s technological feasibility has been established and ending when a product is available for general release. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion. Prior to reaching technological feasibility, all costs are charged to expense. Unamortized capitalized costs are included in data processing equipment and software, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software, generally 5 to 10 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Income.

Implementation costs incurred in a cloud computing arrangement that is a service contract are capitalized as a prepaid asset, primarily included in other current assets in the Consolidated Balance Sheets, and are amortized over the expected service period in the relevant expense category in the Consolidated Statements of Income.

Property and equipment are subject to impairment testing when events or conditions indicate that the carrying amount of an asset may not be recoverable. For internal use software, an impairment charge is recognized when the carrying amount of the internal use software exceeds its fair value and is not recoverable. For software to be sold, leased, or marketed, the carrying amount of the software is compared to its net realizable value, which represents the estimated future gross revenues from that product reduced by the estimated future costs of completing and disposing of that product. The amount by which the carrying amount exceeds the net realizable value shall be written off. Any required impairment loss is recorded as a reduction in the carrying amount of the related asset and a charge to operating results.

See Note 7, “Property and Equipment, net,” for further discussion.

Leases

At inception, we determine whether a contract is or contains a lease. We have operating leases which are primarily real estate leases for our U.S. and European headquarters and for general office space. As of December 31, 2024, these leases have varying lease terms with remaining maturities ranging up to 12 years. Operating lease balances are included in operating lease assets, other current liabilities, and operating lease liabilities in the Consolidated Balance Sheets. We do not have any leases classified as finance leases.

Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since our leases do not provide an implicit rate, we use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date in determining the present value of lease payments. The operating lease asset also includes any lease payments made and excludes lease incentives. Our lease terms include options to extend or terminate the lease when we are reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our lease agreements include rental payments adjusted periodically for inflation based on an index or rate. These payments are included in the initial measurement of the operating lease liability and operating lease asset. However, rental payments that are based on a change in an index or a rate are considered variable lease payments and are expensed as incurred.

We have lease agreements with lease and non-lease components, which are accounted for as a single performance obligation to the extent that the timing and pattern of transfer are similar for the lease and non-lease components and the lease component qualifies as an operating lease. We do not recognize lease liabilities and operating lease assets for leases with a term of 12 months or less. We recognize these lease payments on a straight-line basis over the lease term.

We review our operating lease assets for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We fully impair our lease assets for locations that we vacate with no intention to sublease.

See Note 16, “Leases,” for further discussion.

Goodwill and Indefinite-Lived Intangible Assets

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specific right or contract is acquired. Goodwill and intangible assets deemed to have indefinite useful lives, primarily exchange and clearing registrations, are not amortized but instead are tested for impairment at least annually as of October 1 and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill and indefinite-lived intangible assets for impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If we choose not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceeds their respective estimated fair values, a quantitative test is required.

In performing a quantitative impairment test, we compare the fair value of each reporting unit and indefinite-lived intangible asset with their respective carrying amounts. If the carrying amounts of the reporting unit or the indefinite-lived intangible asset exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit or the total carrying value of the indefinite-lived intangible asset.

There was no impairment of goodwill or indefinite-lived intangible assets for the years ended December 31, 2024, 2023 and 2022. Future disruptions to our business and events, such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill or indefinite-lived intangible asset impairment charges in the future.

Other Long-Lived Assets

We review our other long-lived assets, such as finite-lived intangible assets, property and equipment and operating lease assets, for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of an asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair value of finite-lived intangible assets and property and equipment is based on various valuation techniques. Any required impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value and is recorded as a reduction in the carrying amount of the related asset and a charge to operating results. We fully impair our lease assets for locations that we vacate with no intention to sublease.

There were no material finite-lived intangible assets impairment charges in 2024, 2023 and 2022. We recorded pre-tax, non-cash property and equipment asset impairment charges, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023, and $8 million in 2022. See Note 20, “Restructuring Charges,” for further discussion. There were no material operating lease assets impairments in 2024 and 2022. As a result of the review of our real estate and facility capacity requirements, for the year ended December 31, 2023, we recorded impairment charges of $23 million, of which $13 million related to operating lease asset impairment. See Note 16, “Leases,” for further discussion.

Revenue Recognition and Transaction-Based Expenses

Revenue From Contracts With Customers

Our revenue recognition policies under FASB ASC Topic 606, “Revenue from Contracts with Customers,” or Topic 606, are described in the following paragraphs.

Contract Balances

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables which are net of an allowance for credit losses. We do not have obligations for warranties, returns or refunds to customers.

The majority of our contracts with customers do not have significant variable consideration. We do not have a material amount of revenues recognized from performance obligations that were satisfied in prior periods. We do not provide disclosures about transaction price allocated to unsatisfied performance obligations if contract durations are less than one year.

For contract durations that are one-year or greater, the portion of transaction price allocated to unsatisfied performance obligations is included in Note 3, “Revenue From Contracts With Customers.” Our deferred revenue primarily arises from contract liabilities related to our fees for annual and initial listings, workflow & insights, financial crime management technology, regulatory technology, and capital markets technology contracts. Deferred revenue is the only significant contract asset or liability as of December 31, 2024 and 2023. See Note 8, “Deferred Revenue,” for our discussion of deferred revenue balances, activity, and expected timing of recognition. See “Revenue Recognition” below for further descriptions of our revenue contracts.

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Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and amortized on a straight-line basis over the period of benefit that we have determined to be the contract term or estimated service period. Sales commissions for renewal contracts are deferred and amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in compensation and benefits expense in the Consolidated Statements of Income. The balance of deferred costs and related amortization expense are not material to our consolidated financial statements. Sales commissions are expensed when incurred if contract durations are one year or less. Sales taxes are excluded from transaction prices.

Certain judgments and estimates were used in the identification and timing of satisfaction of performance obligations and the related allocation of transaction price and are discussed below. We believe that these represent a faithful depiction of the transfer of services to our customers.

Revenue Recognition

Our primary revenue contract classifications are described below. Revenues are categorized based on similar economic characteristics of the nature, amount, timing and uncertainty of our revenues and cash flows.

Capital Access Platforms

Data and Listings

Data revenues are earned from U.S. and European proprietary data products. We earn revenues primarily based on the number of data subscribers and distributors of our data. Data revenues are subscription-based and are recognized on a monthly basis.

Listing services revenues primarily include initial listing fees and annual renewal fees. Under Topic 606, the initial listing fee is allocated to multiple performance obligations including initial and subsequent listing services and corporate solutions products (when a company qualifies to receive certain complimentary IPO products under the applicable Nasdaq rule), as well as a customer’s material right to renew the option to list on our exchanges. In performing this allocation, the standalone selling price of the performance obligations is based on the initial and annual listing fees and the standalone selling price of the IPO complimentary services is based on its market value. All listing fees are billed upfront and the identified performance obligations are satisfied over time since the customer receives and consumes the benefit as Nasdaq provides the listing service. The amount of revenue related to the IPO complimentary services performance obligation is recognized ratably over a three-year period, which is based on contract terms, with the remaining revenue recognized ratably over six years which is based on our historical listing experience and projected future listing duration.

In the U.S., annual renewal fees are charged to listed companies based on their number of outstanding shares at the end of the prior year and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service. Annual fees are charged to newly listed companies on a pro-rata basis, based on outstanding shares at the time of listing and recognized over the remainder of the year. European annual renewal fees, which are received from companies listed on our Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North, are directly related to the listed companies’ market capitalization on a trailing twelve-month basis and are recognized ratably over the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service.

Index

We develop and license Nasdaq-branded indices and financial products and provide index data products for third-party clients. Revenues primarily include license fees from these branded indices and financial products in the U.S. and abroad. We primarily have two types of license agreements: asset-based licenses and transaction-based licenses. Customers are charged based on a percentage of AUM for licensed products, per the agreement, on a monthly or quarterly basis. These revenues are recognized over the term of the license agreement since the customer receives and consumes the benefit as Nasdaq provides the service. Revenue from index data subscriptions are recognized on a monthly basis. Customers are charged based on transaction volume or a minimum contract amount, or both. If a customer is charged based on transaction volume, we recognize revenue when the transaction occurs. If a customer is charged based on a minimum contract amount, we recognize revenue on a pro-rata basis over the licensing term since the customer receives and consumes the benefit as Nasdaq provides the service.

Workflow & Insights

Workflow & Insights includes our analytics and corporate solutions products.

Analytics revenues are earned from investment content and analytics products. We earn revenues primarily based on the number of content and analytics subscribers and distributors.

Subscription agreements are generally one to three years in term, payable in advance, and provide for automatic renewal. Subscription-based revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

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

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Corporate solutions revenues primarily include subscription and transaction-based income from our investor relations intelligence and governance solutions products and services. Subscription-based revenues earned are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service. Generally, fees are billed in advance and the contract provides for automatic renewal. As part of subscription agreements, customers can also be charged usage fees based upon actual usage of the services provided. Revenues from usage fees are recognized at a point in time when the service is provided.

Financial Technology

Financial Crime Management Technology

Our financial crime management technology business, which includes our Nasdaq Verafin solution, primarily consists of SaaS revenues. We enter into subscription agreements which allow customers access to our cloud platform. Subscription agreements are generally three years in term, payable in advance, with the option of automatic renewal for some products. Subscription-based revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

Regulatory Technology

Regulatory Technology includes AxiomSL and surveillance solutions.

AxiomSL solutions

AxiomSL provides financial institutions with risk & financial regulatory reporting and risk management solutions. The products can be offered as an on-premises or as a cloud service agreement.

The AxiomSL on-premises software offering includes license and PCS, which includes frequent and ongoing mandatory regulatory updates. Historically, the license and the PCS were considered distinct performance obligations, with license revenue recognized upfront at the point in time when the software is made available to the customer, and support is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer. During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, and based on new information obtained on the frequent and ongoing mandatory regulatory updates to AxiomSL's regulatory reporting software, which are critical to the utility and value of the product for the client, we noted that the software license and PCS constitute a single, combined performance obligation and would be recognized ratably over the contract term. See Note 3, “Revenue from contracts with customers,” for further discussion.

AxiomSL can also be offered as a cloud service whereby the software is hosted and managed for customers. These hosted agreements generally include a license, hosting services and maintenance services. We have determined that these services are not distinct in the context of the hosting arrangement as the customer cannot benefit from the license or maintenance without the hosting services. Cloud revenues are recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

Surveillance

Our surveillance solutions are primarily SaaS based. We enter into subscription agreements which allow customers access to our cloud platform or a connection to our servers to access the software. We recognize revenue from these agreements over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

Capital Markets Technology

Capital Markets Technology includes our Calypso and market technology solutions as well as trade management services.

Calypso solutions

Our Calypso product offering includes on-premises and cloud service agreements. We recognize revenue from cloud service agreements similar to our revenue recognition for the AxiomSL agreements discussed above.

For our on-premises offering, a license provides customers with the right to use the software at its current state at the time it is made available to the customer. These contracts generally consist of the following distinct performance obligations: license and PCS. In allocating the contractual price to each performance obligation, we have used our best estimate of the stand-alone selling price. Consideration is first allocated to performance obligations with established stand-alone selling prices based on observable evidence.

License revenue is recognized upfront at the point in time when the software is made available to the customer as this is the point the user of the software can direct the use of and obtain substantially all of the remaining benefits from the software license. PCS revenue is recognized over time on a ratable basis over the contract period beginning on the date that our service is made available to the customer since the customer receives and consumes the benefit as Nasdaq provides the service.

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Professional services, offered for our Calypso and market technology customers, are typically billed on a time and expense basis and revenue is recognized based on actual hours incurred. Nasdaq also offers fixed price contract agreements where revenue is recognized using the input method to measure progress towards complete satisfaction of the services, because the customer simultaneously receives and consumes the benefits provided by the Company.

Market technology solutions

Our market technology revenues primarily consist of software, license and support revenues, SaaS revenues, and change request revenues.

We enter into long-term contracts with customers to develop customized technology solutions, license the right to use software, and provide support and other services to our customers. We also enter into agreements to modify the system solutions sold by Nasdaq after delivery has occurred. In addition, we enter into subscription agreements which allow customers to connect to our servers to access our software.

Our long-term contracts with customers to develop customized technology solutions, license the right to use software and provide support and other services to our customers have multiple performance obligations. The performance obligations are generally: (i) software license and installation service and (ii) software support. We have determined that the software license and installation service are not distinct as the license and the customized installation service are inputs to produce the combined output, a functional and integrated software system.

For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In instances where standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price predominantly through an expected cost plus a margin approach. Revenues related to the market technology contracts described above represented 5.8%, 11.3% and 13.4% of total Capital Markets Technology revenue for the years ended December 31, 2024, 2023 and 2022, respectively.

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods and services that are not distinct, and, therefore, are accounted for as part of the existing contract.

For our long-term contracts, payments are generally made throughout the contract life and can be dependent on either reaching certain milestones or paid upfront in advance of the service period depending on the stage of the contract. For subscription agreements, contract payment terms can be quarterly, annually or monthly, in advance. For all other contracts, payment terms vary.

We generally recognize revenue over time as our customers simultaneously receive and consume the benefits provided by our performance because our customer controls the asset for which we are creating, our performance does not create an asset with alternative use, and we have a right to payment for performance completed to date. For these services, we recognize revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligation. Incurred costs represent work performed, which corresponds with, and thereby depicts, the transfer of control to the customer. Contract costs generally include labor and direct overhead. For software support and update services, and for subscription agreements which allow customers to connect to our servers to access our software, we generally recognize revenue ratably over the service period beginning on the date our service is made available to the customer since the customer receives and consumes the benefit consistently over the period as Nasdaq provides the services.

Accounting for our long-term contracts requires judgment relative to assessing risks and their impact on the estimate of revenues and costs. Our estimates are impacted by factors such as the potential for schedule and technical issues, productivity, and the complexity of work performed. When adjustments in estimated total contract costs are required, any changes in the estimated revenues from prior estimates are recognized in the current period for the effect of such change. If estimates of total costs to be incurred on a contract exceed estimates of total revenues, a provision for the entire estimated loss on the contract is recorded in the period in which the loss is determined.

Market Technology SaaS revenues are recognized similar to our AxiomSL and Calypso solutions.

Trade management services

Through our trade management services, we provide market participants with a wide variety of alternatives for connecting to and accessing our markets for a fee. We also offer market participants colocation services, whereby we charge firms for cabinet space and power to house their own equipment and servers within our data centers. These participants are charged monthly fees for cabinet space, connectivity and support in accordance with our published fee schedules. These fees are recognized on a monthly basis when the performance obligation is met. We also earn revenues from annual and monthly exchange membership and registration fees. Revenues for monthly exchange membership and registration fees are recognized on a monthly basis as the service is provided. Revenues from annual fees for exchange membership and registration fees are recognized ratably over

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the following twelve-month period since the customer receives and consumes the benefit as Nasdaq provides the service.

Market Services

Transaction-Based Trading and Clearing

Transaction-based trading and clearing includes equity derivative trading and clearing, cash equity trading and FICC revenues. Nasdaq charges transaction fees for trades executed on our exchanges, as well as on orders that are routed to and executed on other market venues. Nasdaq charges clearing fees for contracts cleared with Nasdaq Clearing.

In the U.S., transaction fees are based on trading volumes for trades executed on our U.S. exchanges and in Europe, transaction fees are based on the volume and value of traded and cleared contracts. In Canada, transaction fees are based on trading volumes for trades executed on our Canadian exchange.

Nasdaq satisfies its performance obligation for trading services upon the execution of a customer trade and clearing services when a contract is cleared, as trading and clearing transactions are substantially complete when they are executed and we have no further obligation to the customer at that time. Transaction-based trading and clearing fees can be variable and are based on trade volume tiered discounts. Transaction revenues, as well as any tiered volume discounts, are calculated and billed monthly in accordance with our published fee schedules. In the U.S., we also pay liquidity payments to customers based on our published fee schedules. We use these payments to improve the liquidity on our markets and therefore recognize those payments as a cost of revenue.

For U.S. equity derivative trading, we credit a portion of the per share execution charge to the market participant that provides the liquidity. For U.S. and Canadian cash equity trading, including for The Nasdaq Stock Market, Nasdaq PSX and Nasdaq CXC, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX and Nasdaq CX2, we credit a portion of the per share execution charge to the market participant that takes the liquidity. We record these credits as transaction rebates that are included in transaction-based expenses in the Consolidated Statements of Income. These transaction rebates are paid on a monthly basis and the amounts due are included in accounts payable and accrued expenses in the Consolidated Balance Sheets.

In the U.S., we pay Section 31 fees to the SEC for supervision and regulation of securities markets. We pass these costs along to our customers through our equity derivative trading and clearing fees and our cash equity trading fees. We collect the fees as a pass-through charge from organizations executing eligible trades on our options exchanges and our cash equity platforms and we recognize these amounts in transaction-based expenses when incurred. Section 31 fees received are included in cash and cash equivalents in the Consolidated Balance Sheets at the time of

receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable to the SEC in the Consolidated Balance Sheets until paid. Since the amount recorded as revenues is equal to the amount recorded as transaction-based expenses, there is no impact on our revenues less transaction-based expenses. As we hold the cash received until payment to the SEC, we earn interest income on the related cash balances.

Under our Limitation of Liability Rule and procedures, we may, subject to certain caps, provide compensation for losses directly resulting from our systems’ actual failure to correctly process an order, quote, message or other data into our platform. We do not record a liability for any potential claims that may be submitted under the Limitation of Liability Rule unless they meet the provisions required in accordance with U.S. GAAP. As such, losses arising as a result of the rule are accrued and charged to expense only if the loss is probable and estimable.

U.S. Tape Plans

For U.S. Tape plans, revenues are collected monthly based on published fee schedules and distributed quarterly to the U.S. exchanges based on a formula required by Regulation NMS that takes into account both trading and quoting activity. These revenues are presented on a net basis as all indicators of principal versus agent reporting under U.S. GAAP have been considered in analyzing the appropriate presentation of the revenue sharing. The following are primary indicators of net reporting:

We are the administrator for the UTP plan, in addition to being a participant in the plan. In our unique role as administrator, we facilitate the collection and dissemination of revenues on behalf of the plan participants. As a participant, we share in the net distribution of revenues according to the plan on the same terms as all other plan participants.
The operating committee of the plan, which comprises representatives from each of the participants, including us solely in our capacity as a plan participant, is responsible for setting the level of fees to be paid by distributors and subscribers and taking action in accordance with the provisions of the plan, subject to SEC approval.
Risk of loss on the revenue is shared equally among plan participants according to the plan.

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Other Revenues

For the years ended December 31, 2024, 2023 and 2022, Other revenues include revenues related to our Nordic power derivatives trading and clearing business, see “Market Services” of Note 1, “Organization and Nature of Operations,” for further discussion. In June 2023, we entered into an agreement to sell our Nordic power trading and clearing business, which was subsequently terminated in June 2024. 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. Revenues from this business will continue to be reflected in Other revenues. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments.

For the years ended December 31, 2023 and 2022, Other revenues also include a transitional services agreement associated with a divested business. For the year ended December 31, 2022, Other revenues also include revenues related to our Nordic broker services business for which we completed the wind-down in June 2022. Prior to June 2022, these revenues were included in our Market Services and Capital Access Platforms segments.

Earnings Per Share

We present both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income attributable to Nasdaq by the weighted-average number of common shares and common share equivalents outstanding during the period and reflects the assumed conversion of all dilutive securities, which primarily consist of restricted stock, PSUs, and employee stock options. Common share equivalents are excluded from the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation. Shares which are considered contingently issuable are included in the computation of dilutive earnings per share on a weighted average basis when management determines the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation. See Note 13, “Earnings Per Share,” for further discussion.

Pension, SERP and Other Post-Retirement Benefit Plans

We maintain nonqualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred.

The nonqualified SERPs and other post-retirement benefit plans are measured using actuarial valuations. Actuarial gains and losses are recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. We assess our nonqualified SERPs and other post-retirement benefit plan assumptions on an annual basis. In evaluating these assumptions, we consider many factors, including evaluation of the discount rate, which is modified to reflect the prevailing market rates at the measurement date of a high-quality fixed-income debt instrument portfolio that would provide the future cash flows needed to pay the benefit obligations as they come due. Actuarial assumptions are based upon management’s best estimates and judgment. See Note 10, “Retirement Plans,” for further discussion.

Share-Based Compensation

Nasdaq uses the fair value method of accounting for share-based awards. Share-based awards, or equity awards, include restricted stock, PSUs, and stock options. The fair value of restricted stock awards and PSUs, other than PSUs granted with market conditions, is determined based on the grant date closing stock price less the present value of future cash dividends. We estimate the fair value of PSUs granted with market conditions using a Monte Carlo simulation model at the date of grant. The fair value of stock options are estimated using the Black-Scholes option-pricing model.

We generally recognize compensation expense for equity awards on a straight-line basis over the requisite service period of the award, taking into account an estimated forfeiture rate. Granted but unvested shares are generally forfeited upon termination of employment.

Excess tax benefits or expense related to employee share-based payments, if any, are recognized as income tax benefit or expense in the Consolidated Statements of Income when the awards vest or are settled.

Nasdaq also has an ESPP that allows eligible employees to purchase a limited number of shares of our common stock at six-month intervals, called offering periods, at 85.0% of the lower of the fair market value on the first or the last day of each offering period. The 15.0% discount given to our employees is included in compensation and benefits expense in the Consolidated Statements of Income.

F-19

See Note 11, “Share-Based Compensation,” for further discussion.

Merger and Strategic Initiatives

We incur incremental direct merger and strategic initiative costs relating to various completed and potential acquisitions, divestitures, and other strategic opportunities. These costs generally include integration costs, as well as legal, due diligence and other third-party transaction costs and are expensed as incurred.

Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, we consider the principal or most advantageous market in which we would transact, and we also consider assumptions that market participants would use when pricing the asset or liability. Fair value measurement establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Nasdaq’s market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1: Quoted prices for identical instruments in active markets.
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3: Instruments whose significant value drivers are unobservable.

This hierarchy requires the use of observable market data when available.

See Note 14, “Fair Value of Financial Instruments,” for further discussion.

Tax Matters

We use the asset and liability method to determine income taxes on all transactions recorded in the consolidated financial statements. Deferred tax assets (net of valuation allowances) and deferred tax liabilities are presented net by jurisdiction as either a non-current asset or liability in the Consolidated Balance Sheets, as appropriate. Deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences are realized. If necessary, a valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized.

In order to recognize and measure our unrecognized tax benefits, management determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the recognition thresholds, the position is measured to determine the amount of benefit to be recognized in the consolidated financial statements. Interest and/or penalties related to income tax matters are recognized in income tax expense.

Subsequent Events

We have evaluated subsequent events through the issuance date of this Annual Report on Form 10-K.

Recent Accounting Developments

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid. The update is effective for annual periods beginning after December 15, 2024. This update should be applied prospectively, but entities have the option to apply it retrospectively. The adoption of this standard only impacts disclosures and is not expected to have a material impact on the Company's consolidated financial statements.

F-20

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following tables summarize the disaggregation of revenue by major product and service and by segment for the years ended December 31, 2024, 2023 and 2022:

















	Year Ended December 31,
	2024		2023		2022
	(in millions)
Capital Access Platforms
Data & Listing Services	$	754	$	749	$	727
Index	706		528		486
Workflow & Insights	512		493		469
Financial Technology
Financial Crime Management Technology	273		223		176
Regulatory Technology	352		212		130
Capital Markets Technology	996		664		558
Market Services, net	1,020		987		988
Other revenues	36		39		48
Revenues less transaction-based expenses	$	4,649	$	3,895	$	3,582

Substantially all revenues from the Capital Access Platforms and Financial Technology segments were recognized over time for the years ended December 31, 2024, 2023 and 2022. For the years ended December 31, 2024, 2023 and 2022, approximately 95.3%, 93.0% and 93.2%, respectively, of Market Services revenues were recognized at a point in time and 4.7%, 7.0% and 6.8%, respectively, were recognized over time.

During the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, we implemented a change to the accounting treatment of the revenues associated with AxiomSL on-premises subscription contracts, which are included in the Regulatory Technology business within the Financial Technology segment. Starting in the third quarter of 2024, we began recognizing AxiomSL’s subscription-based revenues on a ratable basis over the contract term. The change reflects new information obtained on the frequent and ongoing mandatory updates to AxiomSL's regulatory reporting software, which are critical to the utility and value of the product for the client. As a result of this change, we recognized a one-time revenue reduction of $32 million in the third quarter of 2024, reflecting the net impact of the accounting change since the date of the Adenza acquisition. See Note 4, “Acquisition,” for further discussion on the measurement period adjustment.

Contract Balances

Substantially all of our revenues are considered to be revenues from contracts with customers. The related accounts receivable balances are recorded in the Consolidated Balance Sheets as receivables, which are net of allowance for doubtful accounts of $10 million as of December 31, 2024 and $18 million as of December 31, 2023. There were no material upward or downward adjustments to the allowance during the year ended December 31, 2024. We do not have obligations for warranties, returns or refunds to customers.

Deferred revenue is the only significant contract asset or liability as of December 31, 2024. Deferred revenue represents consideration received that is yet to be recognized as revenue for unsatisfied performance obligations. See Note 8, “Deferred Revenue,” for our discussion on deferred revenue balances, activity, and expected timing of recognition.

We do not provide disclosures about the transaction price allocated to unsatisfied performance obligations if contract durations are less than one year. For our initial listings, the transaction price allocated to remaining performance obligations is included in deferred revenue, and therefore not included below. For our Financial Crime Management Technology, Regulatory Technology, Capital Markets Technology and Workflow & Insights contracts, the portion of transaction price allocated to unsatisfied performance obligations is presented in the table below. The timing in the table below is based on our best estimates as, for certain contracts, the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts. To the extent consideration has been received, unsatisfied performance obligations would be included in the table below as well as deferred revenue.

The following table summarizes the amount of the transaction price allocated to performance obligations that are unsatisfied, for contract durations greater than one year, as of December 31, 2024:


	Financial Crime Management Technology		Regulatory Technology		Capital Markets Technology		Workflow & Insights		Total
	(in millions)
2025	$	297	$	342	$	338	$	178	$	1,155
2026	245		223		270		109		847
2027	155		111		195		49		510
2028	60		69		129		16		274
2029	16		19		76		5		116
2030+	3		12		214		—		229
Total	$	776	$	776	$	1,222	$	357	$	3,131

F-21

4. ACQUISITION

In June 2023, we entered into a definitive agreement to acquire Adenza, a provider of mission-critical risk management and regulatory software to the financial services industry, for $5.75 billion in cash (subject to customary post-closing adjustments) and a fixed amount of 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq issued approximately $5.0 billion of debt, and entered into a $600 million term loan, and used the proceeds for the cash portion of the consideration. See “Senior Unsecured Notes” and “2023 Term Loan” in “Financing of the Adenza Acquisition” of Note 9, “Debt Obligations,” for further discussion.

On November 1, 2023, Nasdaq completed the acquisition of Adenza for a total purchase consideration of $9,984 million, which comprises the following:


	(in millions, except price per share)
Shares of Nasdaq common stock issued	85.6
Closing price per share of Nasdaq common stock on November 1, 2023	$	48.71
Fair value of equity portion of the purchase consideration	$	4,170
Cash consideration	$	5,814
Total purchase consideration	$	9,984

At the closing of the transaction, the 85.6 million shares of Nasdaq common stock were issued to Thoma Bravo, the sole shareholder of Adenza, and represented approximately 15% of the outstanding shares of Nasdaq. For further discussion on the rights of common stockholders refer to “Common Stock” of Note 12, “Nasdaq Stockholders’ Equity.” This acquisition is part of our Financial Technology segment.

On July 26, 2024, Nasdaq announced a secondary public offering of 41.6 million shares of our common stock held by Thoma Bravo, which was offered to the public at $65.30 per share. Nasdaq did not receive any proceeds from this offering of the shares held by Thoma Bravo. Concurrently, Nasdaq entered into a share repurchase agreement with Thoma Bravo and repurchased 1.2 million shares of our common stock from this offering. Nasdaq used cash on hand and borrowings under our commercial paper program to fund the share repurchase amount of $77 million. At the completion of these transactions, Thoma Bravo held 42.8 million shares of Nasdaq common stock, representing approximately 7.4% of the outstanding shares of Nasdaq.

The amounts in the table below represent the preliminary allocation of the purchase price to the acquired intangible assets, the deferred tax liability on the acquired intangible assets and other assets acquired and liabilities assumed based on their preliminary respective estimated fair values on the date of acquisition.

The excess purchase price over the net tangible and acquired intangible assets has been recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies and is assigned to our Financial Technology segment.


	(in millions)
Goodwill	$	5,933
Acquired intangible assets	5,050
Receivables, net	236
Other net assets acquired	153
Cash and cash equivalents	48
Accrued personnel costs	(44)
Deferred revenue	(130)
Deferred tax liability on acquired intangible assets	(1,262)
Total purchase consideration	$	9,984

In the third quarter of 2024, we recorded a purchase accounting adjustment to the estimated purchase price allocation shown above and disclosed as of December 31, 2023. This adjustment relates to the impact of the change from upfront to ratable revenue recognition for AxiomSL on-premises contracts entered into prior to the acquisition date, as described above, and decreased accrued income (which reflects revenue earned but not yet billed and included in receivables above) by $46 million, increased deferred revenue by $56 million and increased goodwill by $77 million, net of a deferred tax asset of $25 million. In the fourth quarter of 2024, we finalized the purchase accounting for this acquisition.

Intangible Assets

The following table presents the details of acquired intangible assets at the date of acquisition. Acquired intangible assets with finite lives are amortized using the straight-line method.


	Customer Relationships			Technology			Trade Names			Total Acquired Intangible Assets
Intangible asset value (in millions)	$	3,740		$	950		$	360		$	5,050
Discount rate used	9.5		%	8.5		%	8.5		%
Estimated average useful life	22 years			6 years			20 years

Customer Relationships

Customer relationships represent the contractual relationships with customers.

Methodology

Customer relationships were valued using the income approach, specifically an excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return that is attributable to the intangible asset being valued.

F-22

Discount Rate

The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, we estimated a weighted-average cost of capital for the overall business and we utilized this rate as an input when discounting the cash flows. The resulting discounted cash flows were then tax-effected at the applicable statutory rate.

A discounted tax amortization benefit was added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.

Technology

As part of our acquisition of Adenza, we acquired developed technology relating to AxiomSL and Calypso.

Methodology

The developed technology was valued using the income approach, specifically the relief-from-royalty method, which is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value.

Discount Rate

The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above in “Customer Relationships.”

Trade Names

As part of our acquisition of Adenza, we acquired the AxiomSL and Calypso trade names. The trade names are recognized in the industry and carry a reputation for quality. As such, the reputation and positive recognition embodied in the trade names is a valuable asset to Nasdaq.

Methodology

The AxiomSL and Calypso trade names were valued using the income approach, specifically the relief-from-royalty method as discussed above in “Technology.”

Discount Rate

The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the trade names relative to the overall business as discussed above in “Customer Relationships.”

Pro Forma Results and Acquisition-Related Costs

From the date of acquisition through December 31, 2023, Adenza revenues of $149 million were included in Financial Technology revenues in the Consolidated Statement of Income and Adenza operating income of $55 million was included in our operating income in the Consolidated Statement of Income.

Acquisition-related costs were expensed as incurred and are included in merger and strategic initiatives expense in the Consolidated Statements of Income.

Supplemental Pro Forma Information (Unaudited)

The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position.

The following supplemental pro forma financial information presents the combined results of operations as if Adenza had been acquired as of January 1, 2022. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances. These adjustments primarily include a net increase in amortization expense that would have been recognized due to acquired identifiable intangible assets, a net increase to interest expense to reflect the additional borrowings for the financing of the Adenza acquisition net of the interest expense relating to the repayment of Adenza’s historical debt, and the related income tax effects of the adjustments noted above.

The unaudited supplemental pro forma financial information for the periods presented is as follows:


	Year Ended December 31,
	2023		2022
	(in millions)
Pro forma revenues less transaction-based expenses	$	4,329	$	4,096
Pro forma operating income	1,485		1,476
Pro forma net income attributable to Nasdaq	822		812

F-23

5. GOODWILL AND ACQUIRED INTANGIBLE ASSETS

Goodwill

The following table presents the changes in goodwill by business segment during the year ended December 31, 2024:


	(in millions)
Capital Access Platforms
Balance at December 31, 2023	$	4,214



Foreign currency translation adjustments	(87)
Balance at December 31, 2024	$	4,127
Financial Technology
Balance at December 31, 2023	$	7,873

Measurement period adjustment	77

Foreign currency translation adjustments	(25)
Balance at December 31, 2024	$	7,925
Market Services
Balance at December 31, 2023	$	2,025



Foreign currency translation adjustments	(120)
Balance at December 31, 2024	$	1,905

Total
Balance at December 31, 2023	$	14,112

Measurement period adjustments	77

Foreign currency translation adjustments	(232)
Balance at December 31, 2024	$	13,957

Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. We test goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. There was no impairment of goodwill for the years ended December 31, 2024, 2023 and 2022; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses may result in goodwill impairment charges in the future. See Note 4, “Acquisition,” for a description of the measurement period adjustment recorded during the third quarter of 2024.

Acquired Intangible Assets

The following table presents details of our total acquired intangible assets, both finite- and indefinite-lived:


	December 31, 2024		December 31, 2023
Finite-Lived Intangible Assets	(in millions)
Gross Amount
Technology	$	1,234	$	1,254
Customer relationships	5,720		5,743
Trade names and other	417		417
Foreign currency translation adjustment	(237)		(194)
Total gross amount	$	7,134	$	7,220
Accumulated Amortization
Technology	$	(348)	$	(169)
Customer relationships	(1,164)		(912)
Trade names and other	(43)		(21)
Foreign currency translation adjustment	153		120
Total accumulated amortization	$	(1,402)	$	(982)
Net Amount
Technology	$	886	$	1,085
Customer relationships	4,556		4,831
Trade names and other	374		396
Foreign currency translation adjustment	(84)		(74)
Total finite-lived intangible assets	$	5,732	$	6,238

Indefinite-Lived Intangible Assets
Exchange and clearing registrations	$	1,257	$	1,257
Trade names	121		121
Licenses	52		52
Foreign currency translation adjustment	(257)		(225)
Total indefinite-lived intangible assets	$	1,173	$	1,205
Total intangible assets, net	$	6,905	$	7,443

There was no impairment of intangible assets for the years ended December 31, 2024, 2023 and 2022.

The following tables present our amortization expense for acquired finite-lived intangible assets:







	Year Ended December 31,
	2024		2023		2022
	(in millions)
Amortization expense	$	488	$	206	$	153

F-24

The table below presents the estimated future amortization expense (excluding the impact of foreign currency translation adjustments of $84 million as of December 31, 2024) of acquired finite-lived intangible assets as of December 31, 2024:


	(in millions)
2025	$	499
2026	494
2027	494
2028	460
2029	420
2030+	3,449
Total	$	5,816

6. INVESTMENTS

The following table presents the details of our investments:


	December 31, 2024		December 31, 2023
	(in millions)
Financial investments	$	184	$	188



Equity method investments	417		380
Equity securities	121		87

Financial Investments

Financial investments are comprised of trading securities, primarily highly rated European government debt securities, of which $171 million as of December 31, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing.

Equity Method Investments

We record our estimated pro-rata share of earnings or losses each reporting period and record any dividends as a reduction in the investment balance. As of December 31, 2024 and 2023, our equity method investments primarily included our 40.0% equity interest in OCC.

The carrying amounts of our equity method investments are included in other non-current assets in the Consolidated Balance Sheets. No material impairments were recorded for the years ended December 31, 2024, 2023 and 2022.

Net income (loss) recognized from our equity interest in the earnings and losses of these equity method investments was $16 million, $(7) million and $31 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Equity Securities

The carrying amounts of our equity securities are included in other non-current assets in the Consolidated Balance Sheets. We elected the measurement alternative for substantially all of our equity securities as they do not have a readily determinable fair value. No material adjustments were made to the carrying value of our equity securities for the years ended December 31, 2024, 2023 and 2022. As of December 31, 2024 and December 31, 2023, our equity securities primarily represent various strategic minority investments made through our corporate venture program.

7. PROPERTY AND EQUIPMENT, NET

The following table presents our major categories of property and equipment, net:



	December 31, 2024		December 31, 2023
	(in millions)
Data processing equipment and software	$	905	$	913
Furniture, equipment and leasehold improvements	294		325
Total property and equipment	1,199		1,238
Less: accumulated depreciation and amortization and impairment charges	(606)		(662)
Total property and equipment, net	$	593	$	576

Depreciation and amortization expense for property and equipment was $125 million for the year ended December 31, 2024, $117 million for the year ended December 31, 2023, and $105 million for the year ended December 31, 2022. These amounts are included in depreciation and amortization expense in the Consolidated Statements of Income.

We recorded pre-tax, non-cash property and equipment asset impairment charges on capitalized software that was retired and accelerated depreciation expense on certain assets as a result of a decrease in their useful life, primarily in relation to our restructuring programs of $37 million in 2024, $12 million in 2023 and $8 million in 2022. These charges are included in restructuring charges in the Consolidated Statements of Income. See Note 20, “Restructuring Charges,” for further discussion. There were no other material impairments of property and equipment recorded in 2024, 2023 and 2022.

As of December 31, 2024, 2023 and 2022, we did not own any real estate properties.

F-25

8. DEFERRED REVENUE

Deferred revenue represents consideration received that is yet to be recognized as revenue. The changes in our deferred revenue during the year ended December 31, 2024 are reflected in the following table:


	Balance at December 31, 2023		Additions		Revenue Recognized		Adjustments		Balance at December 31, 2024
	(in millions)
Capital Access Platforms:
Initial Listings	$	97	$	30	$	(36)	$	(2)	$	89
Annual Listings	3		2		(2)		(1)		2
Workflow & Insights	180		192		(178)		—		194
Financial Technology:
Financial Crime Management Technology	123		146		(117)		(4)		148
Regulatory Technology	68		87		(63)		55		147
Capital Markets Technology	183		177		(173)		(2)		185
Other	21		15		(11)		(2)		23
Total	$	675	$	649	$	(580)	$	44	$	788

In the above table:

Additions reflect deferred revenue billed in the current period, net of recognition.
Revenue recognized includes revenue recognized during the current period that was included in the beginning balance.
Adjustments primarily reflect foreign currency translation adjustments and the impact of the measurement period adjustment recorded during the third quarter of 2024. See Note 4, “Acquisition,” for a description of the measurement period adjustment.
Other primarily includes deferred revenue from our non-U.S. listing of additional shares fees and our Index business. These fees are included in our Capital Access Platforms segment.

As of December 31, 2024, we estimate that our deferred revenue will be recognized in the following years:


Fiscal year ended:	2025		2026		2027		2028		2029		2030+		Total
	(in millions)
Capital Access Platforms:
Initial Listings	$	34	$	28	$	15	$	6	$	4	$	2	$	89
Annual Listings	2		—		—		—		—		—		2
Workflow & Insights	192		2		—		—		—		—		194
Financial Technology:
Financial Crime Management Technology	144		2		1		1		—		—		148
Regulatory Technology	146		1		—		—		—		—		147
Capital Markets Technology	179		3		2		1		—		—		185
Other	14		5		3		1		—		—		23
Total	$	711	$	41	$	21	$	9	$	4	$	2	$	788

The timing of recognition of deferred revenue related to certain contracts represents our best estimates as the recognition is primarily dependent upon the completion of customization and any significant modifications made pursuant to existing contracts.

F-26

9. DEBT OBLIGATIONS

The following table presents the changes in the carrying amounts of our debt obligations during the year ended December 31, 2024:


	December 31, 2023		Additions		Payments, Foreign Currency Translation and Accretion		December 31, 2024
Short-term debt:
Commercial paper	$	291	$	997	$	(1,288)	$	—
2025 Notes	497		—		(98)		399
Total short-term debt	$	788	$	997	$	(1,386)	$	399
Long-term debt - senior unsecured notes:
2026 Notes	499		—		—		499
2028 Notes	991		—		(56)		935
2029 Notes	658		—		(40)		618
2030 Notes	658		—		(41)		617
2031 Notes	645		—		—		645
2032 Notes	819		—		(50)		769
2033 Notes	674		—		(41)		633
2034 Notes	1,239		—		(19)		1,220
2040 Notes	644		—		—		644
2050 Notes	487		—		—		487
2052 Notes	541		—		—		541
2053 Notes	738		—		—		738
2063 Notes	738		—		—		738
2023 Term Loan	339		—		(339)		—
2022 Revolving Credit Facility	(4)		—		1		(3)
Total long-term debt	$	9,666	$	—	$	(585)	$	9,081
Total debt obligations	$	10,454	$	997	$	(1,971)	$	9,480

Refer to “About this Form 10-K” for further details about the aggregate principal amounts issued, coupon rates and maturities of the senior unsecured notes in the table above. Euro Notes are denominated in Euro. Additionally, the 2025 Notes were reclassified to short-term debt as of December 31, 2024, including the balance as of December 31, 2023, for presentation purposes.

Commercial Paper Program

Our U.S. dollar commercial paper program is supported by our 2022 Revolving Credit Facility, which provides liquidity support for the repayment of commercial paper issued through this program. See “2022 Revolving Credit Facility” below for further discussion. The effective interest rate of commercial paper issuances fluctuates as short-term interest rates and demand fluctuate. The fluctuation of these rates may impact our interest expense.

Senior Unsecured Notes

Our 2040 Notes were issued at par. All of our other outstanding senior unsecured notes were issued at a discount. As a result of the discount, the proceeds received from each issuance were less than the aggregate principal amount. As of December 31, 2024, the amounts in the table above reflect the aggregate principal amount, which is net of discount and debt issuance costs, which are being accreted and amortized through interest expense over the life of the applicable notes. The accretion of the discount and amortization of the debt issuance costs was $13 million for the year ended December 31, 2024. Our Euro Notes are adjusted for the impact of foreign currency translation. Our senior unsecured notes are general unsecured obligations which rank equally with all of our existing and future unsubordinated obligations and are not guaranteed by any of our subsidiaries. The senior unsecured notes were issued under indentures that, among other things, limit our ability to consolidate, merge or sell all or substantially all of our assets, create liens, and enter into sale and leaseback transactions. The senior unsecured notes may be redeemed by Nasdaq at any time, subject to a make-whole amount. In the fourth quarter of 2024, we repurchased an aggregate amount of $181 million of outstanding notes, primarily related to the 2025 Notes, 2028 Notes, and 2034 Notes.

Upon a change of control triggering event (as defined in the various supplemental indentures governing the applicable notes), the terms require us to repurchase all or part of each holder’s notes for cash equal to 101% of the aggregate principal amount purchased plus accrued and unpaid interest, if any.

The Euro Notes pay interest annually. All other notes pay interest semi-annually. The U.S. dollar senior unsecured notes coupon rates may vary with Nasdaq’s debt rating, to the extent Nasdaq is downgraded below investment grade, up to an upward rate adjustment not to exceed 2%.

Net Investment Hedge

Our Euro Notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Our Euro denominated notes have been designated as a hedge of our net investment in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Accordingly, the remeasurement of these notes is recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets. For the year ended December 31, 2024, the impact of translation decreased the U.S. dollar value of our Euro denominated notes by $175 million.

F-27

Financing of the Adenza Acquisition

Senior Unsecured Notes

In June 2023, Nasdaq issued six series of notes for total proceeds of $5,016 million, net of debt issuance costs of $38 million, with various maturity dates ranging from 2025 to 2063. The net proceeds from these notes were used to finance the majority of the cash consideration due in connection with the Adenza acquisition. For further discussion of the Adenza acquisition, see Note 4, “Acquisition.”

2023 Term Loan

In June 2023, in connection with the financing of the Adenza acquisition, we entered into a term loan credit agreement, or the 2023 Term Loan. The 2023 Term Loan provided us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition, for repayment of certain debt of Adenza and its subsidiaries, and to pay fees, costs and expenses related to the transaction. On November 1, 2023, we borrowed $599 million, net of fees, under this term loan towards payment of the cash consideration due in connection with the Adenza acquisition, a portion of which had been repaid in the fourth quarter of 2023. The term loan was fully repaid in 2024.

Credit Facilities

2022 Revolving Credit Facility

In December 2022, Nasdaq amended and restated its previously issued $1.25 billion five-year revolving credit facility, with a new maturity date of December 16, 2027. Nasdaq intends to use funds available under the 2022 Revolving Credit Facility for general corporate purposes and to provide liquidity support for the repayment of commercial paper issued through the commercial paper program. Nasdaq is permitted to repay borrowings under our 2022 Revolving Credit Facility at any time in whole or in part, without penalty.

As of December 31, 2024, no amounts were outstanding on the 2022 Revolving Credit Facility. The $(3) million balance represents unamortized debt issuance costs which are being amortized through interest expense over the life of the credit facility.

Borrowings under the revolving credit facility and swingline borrowings bear interest on the principal amount outstanding at a variable interest rate based on either the SOFR (or a successor rate to SOFR), the base rate (as defined in the 2022 Revolving Credit Facility agreement), or other applicable rate with respect to non-dollar borrowings, plus an applicable margin that varies with Nasdaq’s debt rating. We are charged commitment fees of 0.100% to 0.250%, depending on our credit rating, whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the years ended December 31, 2024 and 2023.

The 2022 Revolving Credit Facility contains financial and operating covenants. Financial covenants include a maximum leverage ratio. Operating covenants include, among other things, limitations on Nasdaq’s ability to incur additional indebtedness, grant liens on assets, dispose of assets and make certain restricted payments. The facility also contains customary affirmative covenants, including access to financial statements, notice of defaults and certain other material events, maintenance of properties and insurance, and customary events of default, including cross-defaults to our material indebtedness.

The 2022 Revolving Credit Facility includes an option for Nasdaq to increase the available aggregate amount by up to $750 million, subject to the consent of the lenders funding the increase and certain other conditions.

Other Credit Facilities

Certain of our European subsidiaries have several other credit facilities, which are available in multiple currencies, primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. These credit facilities, in aggregate, totaled $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized. Generally, these facilities each have a one-year term. The amounts borrowed under these various credit facilities bear interest on the principal amount outstanding at a variable interest rate based on a base rate (as defined in the applicable credit agreement), plus an applicable margin. We are charged commitment fees (as defined in the applicable credit agreement), whether or not amounts have been borrowed. These commitment fees are included in interest expense and were not material for the years ended December 31, 2024 and 2023.

These facilities include customary affirmative and negative operating covenants and events of default.

Debt Covenants

As of December 31, 2024, we were in compliance with the covenants of all of our debt obligations.

10. RETIREMENT PLANS

Defined Contribution Savings Plan

We sponsor a 401(k) plan, which is a voluntary defined contribution savings plan, for U.S. employees. Employees are immediately eligible to make contributions to the plan and are also eligible for an employer contribution match at an amount equal to 100.0% of the first 6.0% of eligible employee contributions. The following table presents the savings plan expense for the years ended December 31, 2024, 2023 and 2022, which is included in compensation and benefits expense in the Consolidated Statements of Income:

F-28


	Year Ended December 31,
		2024		2023		2022
		(in millions)
Savings Plan expense		$	19	$	19	$	17

Pension, SERP and Other Post-Retirement Benefit Plans

In June 2023, we terminated our U.S. pension plan and took steps to wind down the plan and transfer the resulting liability to an insurance company. This process was completed in 2024. These steps included settling all future obligations under our U.S. pension plan through a combination of lump sum payments to eligible, electing participants (completed in 2023) and the transfer of any remaining benefits to a third-party insurance company through a group annuity contract. In connection with the plan termination and partial settlement, a pre-tax charge of $9 million was recorded to compensation and benefits expense in 2023. We finalized the transfer of any remaining benefits during the first quarter of 2024 and recorded an additional settlement pre-tax charge of $23 million to compensation and benefits expense in the Consolidated Statements of Income. This was offset by a $19 million adjustment to Other Comprehensive Income and a $4 million cash settlement.

We continue to maintain nonqualified SERPs for certain senior executives and other post-retirement benefit plans for eligible employees in the U.S. Most employees outside the U.S. are covered by local retirement plans or by applicable social laws. Benefits under social laws are generally expensed in the periods in which the costs are incurred.

The total expense for these plans is included in compensation and benefits expense in the Consolidated Statements of Income:


	Year Ended December 31,
		2024		2023		2022
		(in millions)
Retirement Plans expense		$	54	$	34	$	24

Nonqualified Deferred Compensation Plan

We sponsor a nonqualified deferred compensation plan, the Nasdaq, Inc. Deferred Compensation Plan. This plan provides certain eligible employees with the opportunity to defer a portion of their annual salary and bonus up to certain approval limits. All deferrals and associated earnings are our general unsecured obligations and were immaterial for the years ended December 31, 2024, 2023 and 2022.

11. SHARE-BASED COMPENSATION

We have a share-based compensation program for employees and non-employee directors. Share-based awards granted under this program include restricted stock (consisting of restricted stock units), PSUs and stock options. For accounting purposes, we consider PSUs to be a form of restricted stock. Generally, annual employee awards are granted on or about April 1st of each year.

Summary of Share-Based Compensation Expense

The following table presents the total share-based compensation expense resulting from equity awards and the 15.0% discount for the ESPP for the years ended December 31, 2024, 2023 and 2022, which is included in compensation and benefits expense in the Consolidated Statements of Income:


	Year Ended December 31,
		2024		2023		2022
		(in millions)
Share-based compensation expense before income taxes		$	141	$	122	$	106

Common Shares Available Under Our Equity Plan

As of December 31, 2024, we had approximately 22.9 million shares of common stock authorized for future issuance under our Equity Plan.

Restricted Stock

We grant restricted stock to most employees. The grant date fair value of restricted stock awards is based on the closing stock price at the date of grant less the present value of future cash dividends. Restricted stock awards granted to employees below the manager level generally vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and the remainder on the third anniversary of the grant date. Restricted stock awards granted to employees at or above the manager level generally vest 33% on the second anniversary of the grant date, 33% on the third anniversary of the grant date, and the remainder on the fourth anniversary of the grant date.

F-29

The following table summarizes our restricted stock activity for the years ended December 31, 2024, 2023 and 2022:


	Restricted Stock
	Number of Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2021	4,399,020	$	35.39
Granted	1,785,138	57.65
Vested	(1,525,442)	31.22
Forfeited	(278,203)	42.07
Unvested at December 31, 2022	4,380,513	45.48
Granted	1,850,790	52.66
Vested	(1,703,252)	38.21
Forfeited	(318,752)	51.15
Unvested at December 31, 2023	4,209,299	51.15
Granted	1,874,976	60.16
Vested	(1,614,071)	47.48
Forfeited	(291,337)	55.57
Unvested at December 31, 2024	4,178,867	$	56.30

As of December 31, 2024, $128 million of total unrecognized compensation cost related to restricted stock is expected to be recognized over a weighted-average period of 2.1 years.

PSUs

We grant three-year PSUs to certain eligible employees. PSUs are based on performance measures that impact the amount of shares that each PSU eligible individual receives, subject to the satisfaction of applicable market performance conditions, with a three-year cumulative performance period that vest at the end of the performance period and which settle in shares of our common stock. Compensation cost is recognized over the three-year performance period, taking into account an estimated forfeiture rate, regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Performance will be determined by comparing Nasdaq’s TSR to two peer groups, each weighted 50.0%. The first peer group consists of exchange companies, and the second peer group consists of all companies in the S&P 500. Beginning in 2024, we replaced the exchange company peer group with the S&P 500 GICS 4020 Index, 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’s relative performance ranking against each of these groups will determine the final number of shares delivered to each individual under the program. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted and will be determined by Nasdaq’s overall performance against both peer groups. However, if Nasdaq’s TSR is negative for the three-year performance period, regardless of TSR ranking, the award issuance will not exceed 100.0% of the number of

PSUs granted. We estimate the fair value of PSUs granted under the three-year PSU program using the Monte Carlo simulation model, as these awards contain a market condition.

In 2024, we also granted PSUs with a two-year performance period to certain eligible executives at the senior vice president level and above. These PSUs are based on performance measures relating to the implementation of certain integration actions in connection with the Adenza acquisition. Achievement of the targets impacts the amount of shares that each PSU eligible individual receives. The PSUs have a two-year performance period and will vest one year after the end of the performance period, and settle in shares of our common stock. The award issuance under this program will be between 0.0% and 200.0% of the number of PSUs granted.

Grants of PSUs that were issued in 2022 with a three-year performance period exceeded the applicable performance metrics. As a result, an additional 32,802 units above the original aggregate target amount will be granted in the first quarter of 2025 and will be fully vested upon issuance.

The following weighted-average assumptions were used to determine the weighted-average fair values of the outstanding PSU awards granted under the three-year PSU program during the years ended December 31, 2024 and 2023:


	2024 Grants			2023 Grant
Weighted-average risk-free interest rate	4.50		%	3.87		%
Expected volatility	24.50		%	23.94		%
Weighted-average grant date share price	$	62.38		$	54.68
Weighted-average fair value at grant date	$	78.67		$	55.36

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The following table summarizes our PSU activity for the years ended December 31, 2024, 2023 and 2022:


		PSUs
	Three-Year Program
		Number of Awards	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2021		2,292,372	$	45.01
Granted		1,495,092	45.66
Vested		(1,735,842)	32.57
Forfeited		(85,080)	52.27
Unvested at December 31, 2022		1,966,542	$	56.44
Granted		1,693,065	47.14
Vested		(1,552,311)	37.59
Forfeited		(98,974)	57.51
Unvested at December 31, 2023		2,008,322	$	62.86
Granted		1,282,300	73.91
Vested		(961,331)	73.14
Forfeited		(155,140)	62.80
Unvested at December 31, 2024		2,174,151	$	64.83

In the table above, in addition to the annual employee grant described above, the granted amount also includes additional awards granted based on overachievement of performance metrics.

As of December 31, 2024, the total unrecognized compensation cost related to the PSU program is $65 million and is expected to be recognized over a weighted-average period of 1.5 years.

Stock Options

There were no stock option awards granted for the years ended December 31, 2024 and 2023. In January 2022, our Chief Executive Officer received an aggregate of 613,872 performance-based non-qualified stock options in connection with a new five-year employment agreement.

There were no stock options exercised for the years ended December 31, 2024, 2023 and 2022.

A summary of our outstanding and exercisable stock options at December 31, 2024, 2023 and 2022 is as follows:


	Number of Stock Options	Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2021	806,451	$	22.23
Granted	613,872	$	67.49


Outstanding at December 31, 2022	1,420,323	$	41.79



Outstanding at December 31, 2023	1,420,323	$	41.79



Outstanding at December 31, 2024	1,420,323	$	41.79	4.2	$	50
Exercisable at December 31, 2024	806,451	$	22.23	2.0	$	44

As of December 31, 2024, the aggregate pre-tax intrinsic value of the outstanding and exercisable stock options in the above table was $50 million and represents the difference between our closing stock price on December 31, 2024 of $77.31 and the exercise price, times the number of shares that would have been received by the option holder had the option holder exercised the stock options on that date. This amount can change based on the fair market value of our common stock. As of December 31, 2024 and 2023, 0.8 million outstanding stock options were exercisable and the exercise price was $22.23.

ESPP

We have an ESPP under which approximately 10.7 million shares of our common stock were available for future issuance as of December 31, 2024. Under our ESPP, employees may purchase shares having a value not exceeding 10.0% of their annual compensation, subject to applicable annual Internal Revenue Service limitations. We record compensation expense related to the 15.0% discount that is given to our employees.


	Year Ended December 31,
	2024		2023		2022
Number of shares purchased by employees	675,064		687,688		591,820
Weighted-average price of shares purchased	$	49.16	$	42.33	$	43.54
Compensation expense (in millions)	$	9	$	7	$	8

F-31

12. NASDAQ STOCKHOLDERS’ EQUITY

Common Stock

As of December 31, 2024, 900,000,000 shares of our common stock were authorized, 598,920,378 shares were issued and 575,062,217 shares were outstanding. As of December 31, 2023, 900,000,000 shares of our common stock were authorized, 598,014,520 shares were issued and 575,159,336 shares were outstanding. The holders of common stock are entitled to one vote per share, except that our certificate of incorporation limits the ability of any shareholder to vote in excess of 5.0% of the then-outstanding shares of Nasdaq common stock.

Common Stock in Treasury, at Cost

We account for the purchase of treasury stock under the cost method with the shares of stock repurchased reflected as a reduction to Nasdaq stockholders’ equity and included in common stock in treasury, at cost in the Consolidated Balance Sheets. Shares repurchased under our share repurchase program are currently retired and canceled and are therefore not included in the common stock in treasury balance. If treasury shares are reissued, they are recorded at the average cost of the treasury shares acquired. We held 23,858,161 shares of common stock in treasury as of December 31, 2024 and 22,855,184 shares as of December 31, 2023, most of which are related to shares of our common stock withheld for the settlement of employee tax withholding obligations arising from the vesting of restricted stock and PSUs.

Share Repurchase Program

As of December 31, 2024, the remaining aggregate authorized amount under the existing share repurchase program was $1.7 billion.

These repurchases may be made from time to time at prevailing market prices in open market purchases, privately-negotiated transactions, block purchase techniques, an accelerated share repurchase program or otherwise, as determined by our management. The repurchases are primarily funded from existing cash balances. The share repurchase program may be suspended, modified or discontinued at any time, and has no defined expiration date.

The following is a summary of our share repurchase activity, reported based on settlement date, for the year ended December 31, 2024:


	Year Ended December 31, 2024
Number of shares of common stock repurchased	2,344,609
Average price paid per share	$	61.94
Total purchase price (in millions)	$	145

In the table above, the number of shares of common stock repurchased excludes an aggregate of 1,002,977 shares withheld to satisfy tax obligations of the grantee upon the vesting of restricted stock and PSUs, and these repurchases are excluded from our repurchase program. Shares repurchased pursuant to the stock repurchase agreement with Thoma Bravo executed in July 2024 are included in the table above. See Note 4, “Acquisition,” for further discussion.

As discussed above in “Common Stock in Treasury, at Cost,” shares repurchased under our share repurchase program are currently retired and cancelled.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 30,000,000 shares of preferred stock, par value $0.01 per share, issuable from time to time in one or more series. As of December 31, 2024 and December 31, 2023, no shares of preferred stock were issued or outstanding.

Cash Dividends on Common Stock

During 2024, our board of directors declared and paid the following cash dividends:


Declaration Date	Dividend Per Common Share		Record Date	Total Amount Paid		Payment Date
				(in millions)
January 29, 2024	$	0.22	March 14, 2024	$	127	March 28, 2024
April 24, 2024	0.24		June 14, 2024	138		June 28, 2024
July 24, 2024	0.24		September 13, 2024	138		September 27, 2024
October 22, 2024	0.24		December 6, 2024	138		December 20, 2024
				$	541

The total amount paid of $541 million was recorded in retained earnings in the Consolidated Balance Sheets at December 31, 2024.

In January 2025, the board of directors approved a regular quarterly cash dividend of $0.24 per share on our outstanding common stock. The dividend is payable on March 28, 2025 to shareholders of record at the close of business on March 14, 2025. The estimated aggregate payment of this dividend is $138 million. Future declarations of quarterly dividends and the establishment of future record and payment dates are subject to approval by the board of directors.

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The board of directors maintains a dividend policy with the intention to provide shareholders with regular and increasing dividends as earnings and cash flows increase.

13. EARNINGS PER SHARE

The following tables set forth the computation of basic and diluted earnings per share:
















	Year Ended December 31,
	2024		2023		2022
Numerator:	(in millions, except share and per share amounts)
Net income attributable to common shareholders	$	1,117	$	1,059	$	1,125
Denominator:
Weighted-average common shares outstanding for basic earnings per share	575,428,536		504,909,392		492,420,787
Weighted-average effect of dilutive securities - Employee equity awards	3,760,986		3,483,590		5,436,778

Weighted-average common shares outstanding for diluted earnings per share	579,189,522		508,392,982		497,857,565
Basic and diluted earnings per share:
Basic earnings per share	$	1.94	$	2.10	$	2.28
Diluted earnings per share	$	1.93	$	2.08	$	2.26

In the table above, employee equity awards from our PSU program, which are considered contingently issuable, are included in the computation of dilutive earnings per share on a weighted average basis when management determines that the applicable performance criteria would have been met if the performance period ended as of the date of the relevant computation.

Securities that were not included in the computation of diluted earnings per share because their effect was antidilutive were immaterial for the years ended December 31, 2024, 2023 and 2022.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present our financial assets and financial liabilities that were measured at fair value on a recurring basis as of December 31, 2024 and 2023.


	December 31, 2024
	Total		Level 1		Level 2		Level 3
	(in millions)
European government debt securities	$	166	$	166	$	—	$	—

Swedish mortgage bonds	13		—		13		—

Time deposits	5		—		5		—

Total assets at fair value	$	184	$	166	$	18	$	—

	December 31, 2023
	Total		Level 1		Level 2		Level 3
	(in millions)
European government debt securities	$	170	$	170	$	—	$	—
State-owned enterprises and municipal securities	11		—		11		—
Swedish mortgage bonds	7		—		7		—


Total assets at fair value	$	188	$	170	$	18	$	—

Financial Instruments Not Measured at Fair Value on a Recurring Basis

Some of our financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash and cash equivalents, receivables, net, certain other current assets, accounts payable and accrued expenses, Section 31 fees payable to SEC, accrued personnel costs, commercial paper and certain other current liabilities.

We have certain investments, primarily our investment in OCC, which are accounted for under the equity method of accounting. We have elected the measurement alternative for the majority of our equity securities, which primarily represent various strategic investments made through our corporate venture program. See “Equity Method Investments,” and “Equity Securities,” of Note 6, “Investments,” for further discussion.

F-33

We also consider our debt obligations to be financial instruments. As of December 31, 2024, the majority of our debt obligations were fixed-rate obligations. We are exposed to changes in interest rates as a result of borrowings under our 2022 Revolving Credit Facility, as the interest rates on this facility have a variable rate depending on the maturity of the borrowing and the implied underlying reference rate. We are also exposed to changes in interest rates on amounts outstanding from the sale of commercial paper under our commercial paper program. The fair value of our remaining debt obligations utilizing discounted cash flow analyses for our floating rate debt, and prevailing market rates for our fixed rate debt was $8.8 billion as of December 31, 2024 and $10.0 billion as of December 31, 2023. The discounted cash flow analyses are based on borrowing rates currently available to us for debt with similar terms and maturities. Our commercial paper and our fixed rate and floating rate debt are categorized as Level 2 in the fair value hierarchy.

For further discussion of our debt obligations, see Note 9, “Debt Obligations.”

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

Our non-financial assets, which include goodwill, intangible assets, and other long-lived assets, are not required to be carried at fair value on a recurring basis. Fair value measures of non-financial assets are primarily used in the impairment analysis of these assets. Any resulting asset impairment would require that the non-financial asset be recorded at its fair value. Nasdaq uses Level 3 inputs to measure the fair value of the above assets on a non-recurring basis. As of December 31, 2024 and December 31, 2023, there were no non-financial assets measured at fair value on a non-recurring basis.

15. CLEARING OPERATIONS

Nasdaq Clearing

Nasdaq Clearing is authorized and supervised under EMIR as a multi-asset clearinghouse by the SFSA. Such authorization is effective for all member states of the European Union and certain other non-member states that are part of the European Economic Area, including Norway. The clearinghouse acts as the CCP for exchange and OTC trades in equity derivatives, fixed income derivatives, resale and repurchase contracts, power derivatives, emission allowance derivatives, and seafood derivatives. In January 2025, we entered into an 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. See “Market Services” of Note 1, “Organization and Nature of Operations,” for further discussion. Additionally, beginning in January 2025, Nasdaq is no longer offering seafood derivatives clearing.

Through our clearing operations in the financial markets, which include the resale and repurchase market, the commodities markets, and the seafood market, Nasdaq Clearing is the legal counterparty for, and guarantees the fulfillment of, each contract cleared. These contracts are not used by Nasdaq Clearing for the purpose of trading on its own behalf. As the legal counterparty of each transaction, Nasdaq Clearing bears the counterparty risk between the purchaser and seller in the contract. In its guarantor role, Nasdaq Clearing has precisely equal and offsetting claims to and from clearing members on opposite sides of each contract, standing as the CCP on every contract cleared. In accordance with the rules and regulations of Nasdaq Clearing, default fund and margin collateral requirements are calculated for each clearing member’s positions in accounts with the CCP. See “Default Fund Contributions and Margin Deposits” below for further discussion of Nasdaq Clearing’s default fund and margin requirements.

Nasdaq Clearing maintains three member sponsored default funds: one related to financial markets, one related to commodities markets and one related to the seafood market. Under this structure, Nasdaq Clearing and its clearing members must contribute to the total regulatory capital related to the clearing operations of Nasdaq Clearing. This structure applies an initial separation of default fund contributions for the financial, commodities and seafood markets in order to create a buffer for each market’s counterparty risks. See “Default Fund Contributions” below for further discussion of Nasdaq Clearing’s default fund. A power of assessment and a liability waterfall have also been implemented to further align risk between Nasdaq Clearing and its clearing members. See “Power of Assessment” and “Liability Waterfall” below for further discussion.

Default Fund Contributions and Margin Deposits

As of December 31, 2024, clearing member default fund contributions and margin deposits were as follows:


	December 31, 2024
	Cash Contributions		Non-Cash Contributions		Total Contributions
	(in millions)
Default fund contributions	$	968	$	139	$	1,107
Margin deposits	4,696		5,084		9,780
Total	$	5,664	$	5,223	$	10,887

Of the total default fund contributions of $1,107 million, Nasdaq Clearing can utilize $1,068 million as capital resources in the event of a counterparty default. The remaining balance of $39 million pertains to member posted surplus balances.

Our clearinghouse holds material amounts of clearing member cash deposits which are held or invested primarily to provide security of capital while minimizing credit, market and liquidity risks. While we seek to achieve a reasonable rate of return, we are primarily concerned with preservation of capital and managing the risks associated with these deposits.

F-34

Clearing member cash contributions are maintained in demand deposits held at central banks and large, highly rated financial institutions or secured through direct investments, primarily central bank certificates and highly rated European government debt securities with original maturities primarily one year or less, reverse repurchase agreements and multilateral development bank debt securities. Investments in reverse repurchase agreements range in maturity from 2 to 14 days and are secured with highly rated government securities and multilateral development banks. The carrying value of these securities approximates their fair value due to the short-term nature of the instruments and reverse repurchase agreements.

Nasdaq Clearing has invested the total cash contributions of $5,664 million as of December 31, 2024 and $7,275 million as of December 31, 2023, in accordance with its investment policy as follows:


	December 31, 2024		December 31, 2023
	(in millions)
Demand deposits	$	3,616	$	5,344
Central bank certificates	767		1,301
Restricted cash and cash equivalents	$	4,383	$	6,645
European government debt securities	465		306
Reverse repurchase agreements	610		209

Multilateral development bank debt securities	206		115
Investments	$	1,281	$	630
Total	$	5,664	$	7,275

In the table above, the change from December 31, 2023 to December 31, 2024 includes currency translation adjustments of $525 million for restricted cash and cash equivalents and $56 million for investments.

For the years ended December 31, 2024, 2023, and 2022, investments related to default funds and margin deposits, net includes purchases of investment securities of $33,693 million, $53,657 million and $47,525 million, respectively, and proceeds from sales and redemptions of investment securities of $32,986 million, $53,583 million and $47,736 million, respectively.

In the investment activity related to default fund and margin contributions, we are exposed to counterparty risk related to reverse repurchase agreement transactions, which reflect the risk that the counterparty might become insolvent and, thus, fail to meet its obligations to Nasdaq Clearing. We mitigate this risk by only engaging in transactions with high credit quality reverse repurchase agreement counterparties and by limiting the acceptable collateral under the reverse repurchase agreement to high quality issuers, primarily government securities and other securities explicitly guaranteed by a government. The value of the underlying security is monitored during the lifetime of the contract, and in the event the market value of the underlying security falls below the reverse repurchase amount, our clearinghouse may require additional collateral or a reset of the contract.

Default Fund Contributions

Required contributions to the default funds are proportional to the exposures of each clearing member. When a clearing member is active in more than one market, contributions must be made to all markets’ default funds in which the member is active. Clearing members’ eligible contributions may include cash and non-cash contributions. Cash contributions received are maintained in demand deposits held at central banks and large, highly rated financial institutions or invested by Nasdaq Clearing, in accordance with its investment policy, either in central bank certificates, highly rated government debt securities, reverse repurchase agreements with highly rated government debt securities as collateral, or multilateral development bank debt securities. Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing. Clearing members’ cash contributions are included in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. Non-cash contributions include highly rated government debt securities that must meet specific criteria approved by Nasdaq Clearing. Non-cash contributions are pledged assets that are not recorded in the Consolidated Balance Sheets as Nasdaq Clearing does not take legal ownership of these assets and the risks and rewards remain with the clearing members. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions.

F-35

In addition to clearing members’ required contributions to the liability waterfall, Nasdaq Clearing is also required to contribute capital to the liability waterfall and overall regulatory capital as specified under its clearinghouse rules. As of December 31, 2024, Nasdaq Clearing committed capital totaling $129 million to the liability waterfall and overall regulatory capital, in the form of government debt securities, which are recorded as financial investments in the Consolidated Balance Sheets. The combined regulatory capital of the clearing members and Nasdaq Clearing is intended to secure the obligations of a clearing member exceeding such member’s own margin and default fund deposits and may be used to cover losses sustained by a clearing member in the event of a default.

Margin Deposits

Nasdaq Clearing requires all clearing members to provide collateral, which may consist of cash and non-cash contributions, to guarantee performance on the clearing members’ open positions, or initial margin. In addition, clearing members must also provide collateral to cover the daily margin call if needed. See “Default Fund Contributions” above for further discussion of cash and non-cash contributions.

Similar to default fund contributions, Nasdaq Clearing maintains and manages all cash deposits related to margin collateral. All risks and rewards of collateral ownership, including interest, belong to Nasdaq Clearing and are recorded in revenues. These cash deposits are recorded in default funds and margin deposits in the Consolidated Balance Sheets as both a current asset and a current liability. Pledged margin collateral is not recorded in the Consolidated Balance Sheets as all risks and rewards of collateral ownership, including interest, belong to the counterparty.

Nasdaq Clearing marks to market all outstanding contracts and requires payment from clearing members whose positions have lost value. The mark-to-market process helps identify any clearing members that may not be able to satisfy their financial obligations in a timely manner allowing Nasdaq Clearing the ability to mitigate the risk of a clearing member defaulting due to exceptionally large losses. In the event of a default, Nasdaq Clearing can access the defaulting member’s margin and default fund deposits to cover the defaulting member’s losses.

Regulatory Capital and Risk Management Calculations

Nasdaq Clearing manages risk through a comprehensive counterparty risk management framework, which comprises policies, procedures, standards and financial resources. The level of regulatory capital is determined in accordance with Nasdaq Clearing’s regulatory capital and default fund policy, as approved by the SFSA. Regulatory capital calculations are continuously updated through a proprietary capital-at-risk calculation model that establishes the appropriate level of capital.

As mentioned above, Nasdaq Clearing is the legal counterparty for each contract cleared and thereby guarantees the fulfillment of each contract. Nasdaq Clearing accounts for this guarantee as a performance guarantee. We determine the fair value of the performance guarantee by considering daily settlement of contracts and other margining and default fund requirements, the risk management program, historical evidence of default payments, and the estimated probability of potential default payouts. The calculation is determined using proprietary risk management software that simulates gains and losses based on historical market prices, extreme but plausible market scenarios, volatility and other factors present at that point in time for those particular unsettled contracts. Based on this analysis, excluding any liability related to the Nasdaq commodities clearing default (see discussion above), the estimated liability was nominal and no liability was recorded as of December 31, 2024.

Power of Assessment

To further strengthen the contingent financial resources of the clearinghouse, Nasdaq Clearing has power of assessment that provides the ability to collect additional funds from its clearing members to cover a defaulting member’s remaining obligations up to the limits established under the terms of the clearinghouse rules. The power of assessment corresponds to 230% of the clearing member’s aggregate contribution to the financial, commodities and seafood markets’ default funds.

Liability Waterfall

The liability waterfall is the priority order in which the capital resources would be utilized in the event of a default where the defaulting clearing member’s collateral and default fund contribution would not be sufficient to cover the cost to settle its portfolio. If a default occurs and the defaulting clearing member’s collateral, including cash deposits and pledged assets, is depleted, then capital is utilized in the following amount and order:

junior capital contributed by Nasdaq Clearing, which totaled $40 million as of December 31, 2024;
a loss-sharing pool related only to the financial market that is contributed to by clearing members and only applies if the defaulting member’s portfolio includes interest rate swap products;
specific market default fund where the loss occurred (i.e., the financial, commodities, or seafood market), which includes capital contributions of the clearing members on a pro-rata basis; and
fully segregated senior capital for each specific market contributed by Nasdaq Clearing, calculated in accordance with clearinghouse rules, which totaled $19 million as of December 31, 2024.

F-36

If additional funds are needed after utilization of the liability waterfall, or if part of the waterfall has been utilized and needs to be replenished, then Nasdaq Clearing will utilize its power of assessment and additional capital contributions will be required by non-defaulting members up to the limits established under the terms of the clearinghouse rules.

In addition to the capital held to withstand counterparty defaults described above, Nasdaq Clearing also has committed capital of $70 million to ensure that it can handle an orderly wind-down of its operation, and that it is adequately protected against investment, operational, legal, and business risks.

Market Value of Derivative Contracts Outstanding

The following table presents the market value of derivative contracts outstanding prior to netting:


	December 31, 2024
	(in millions)
Commodity and seafood options, futures and forwards	$	21
Fixed-income options and futures	627
Stock options and futures	197
Index options and futures	44
Total	$	889

In the table above:

We determined the fair value of our option contracts using standard valuation models that were based on market-based observable inputs including implied volatility, interest rates and the spot price of the underlying instrument.
We determined the fair value of our futures contracts based upon quoted market prices and average quoted market yields.
We determined the fair value of our forward contracts using standard valuation models that were based on market-based observable inputs including benchmark rates and the spot price of the underlying instrument.

Derivative Contracts Cleared

The following table presents the total number of derivative contracts cleared through Nasdaq Clearing for the years ended December 31, 2024 and 2023:


	Year Ended December 31,
	2024	2023
Commodity and seafood options, futures and forwards	234,622	233,194
Fixed-income options and futures	18,830,460	19,175,402
Stock options and futures	23,530,035	20,728,290
Index options and futures	35,069,931	40,009,367
Total	77,665,048	80,146,253

In the table above, the total volume in cleared power related to commodity contracts was 160 Terawatt hours (TWh) and 422 TWh for the years ended December 31, 2024 and 2023, respectively.

Resale and Repurchase Agreements Contracts Outstanding and Cleared

The outstanding contract value of resale and repurchase agreements was $200 million and $580 million as of December 31, 2024 and 2023, respectively. The total number of resale and repurchase agreements contracts cleared was 4,929,765 and 4,669,740 for the years ended December 31, 2024 and 2023, respectively.

16. LEASES

We have operating leases, which are primarily real estate leases, predominantly for our U.S. and European headquarters, data centers and for general office space. The following table provides supplemental balance sheet information related to Nasdaq’s operating leases:


Leases	Balance Sheet Classification	December 31, 2024		December 31, 2023
Assets:		(in millions)
Operating lease assets	Operating lease assets	$	375	$	402

Liabilities:
Current lease liabilities	Other current liabilities	$	55	$	62
Non-current lease liabilities	Operating lease liabilities	388		417
Total lease liabilities		$	443	$	479

The following table summarizes Nasdaq’s lease cost:


	Year Ended December 31,
		2024		2023		2022
		(in millions)
Operating lease cost		$	78	$	88	$	75
Variable lease cost		37		44		32
Sublease income		(3)		(3)		(3)
Total lease cost		$	112	$	129	$	104

In the table above, operating lease costs include short-term lease cost, which was immaterial.

F-37

In the first quarter of 2023, we initiated a review of our real estate and facility capacity requirements due to our new and evolving work models. As a result of this ongoing review, for the year ended December 31, 2023, we recorded impairment charges of $23 million, of which $13 million related to operating lease asset impairment and is included in operating lease cost in the table above, $5 million related to exit costs and is included in variable lease cost in the table above and $5 million related to impairment of leasehold improvements, which are recorded in depreciation and amortization expense in the Consolidated Statements of Income. We fully impaired our lease assets for locations that we vacated with no intention to sublease. Substantially all of the property, equipment and leasehold improvements associated with the vacated leased office space were fully impaired as there are no expected future cash flows for these items.

The following table reconciles the undiscounted cash flows for the following years and total of the remaining years to the operating lease liabilities recorded in the Consolidated Balance Sheets.


	December 31, 2024
	(in millions)
2025	$	72
2026	60
2027	57
2028	55
2029	53
2030+	231
Total lease payments	$	528
Less: interest	(85)
Present value of lease liabilities	$	443

In the table above, interest is calculated using the interest rate for each lease. Present value of lease liabilities includes the current portion of $55 million.

Total lease payments in the table above excludes $83 million of legally binding minimum lease payments for leases signed but not yet commenced. This primarily relates to a new lease signed in the first quarter of 2024 for our European headquarters. This lease will commence in 2025 with a lease term of 10 years. These payments also include a data center lease for which we have not yet obtained full control of the leased premises.

The following table provides information related to Nasdaq’s lease term and discount rate:


	December 31, 2024
Weighted-average remaining lease term (in years)	9.1

Weighted-average discount rate	3.9	%

The following table provides supplemental cash flow information related to Nasdaq’s operating leases:


	Year Ended December 31,
	2024		2023		2022
	(in millions)
Cash paid for amounts included in the measurement of operating lease liabilities	$	84	$	78	$	66

Lease assets obtained in exchange for operating lease liabilities	$	34	$	26	$	137

17. INCOME TAXES

Income Before Income Tax Provision

The following table presents the domestic and foreign components of income before income tax provision:


	Year Ended December 31,
	2024		2023		2022
	(in millions)
Domestic	$	1,091	$	1,073	$	1,216
Foreign	358		328		259
Income before income tax provision	$	1,449	$	1,401	$	1,475

Income Tax Provision

The income tax provision consists of the following amounts:


	Year Ended December 31,
	2024		2023		2022
	(in millions)
Current income taxes provision:
Federal	$	166	$	145	$	170
State	70		52		67
Foreign	165		79		77
Total current income taxes provision	401		276		314
Deferred income taxes provision (benefit):
Federal	(25)		51		36
State	2		8		6
Foreign	(44)		9		(4)
Total deferred income taxes (benefit) provision	(67)		68		38
Total income tax provision	$	334	$	344	$	352

We have determined that undistributed earnings of certain non-U.S. subsidiaries are not considered indefinitely reinvested and would not give rise to a material tax liability when remitted. Nasdaq continues to indefinitely reinvest all other outside basis differences to the extent reversal would incur a significant tax liability. A determination of an unrecognized deferred tax liability related to such outside basis differences is not practicable.

F-38

A reconciliation of the income tax provision, based on the U.S. federal statutory rate, to our actual income tax provision for the years ended December 31, 2024, 2023 and 2022 is as follows:


	Year Ended December 31,
	2024		2023		2022
Federal income tax provision at the statutory rate	21.0	%	21.0	%	21.0	%
State income tax provision, net of federal effect	2.9	%	3.2	%	3.8	%
Excess tax benefits related to employee share-based compensation	(0.3)	%	(0.7)	%	(0.9)	%
Non-U.S. subsidiary earnings	1.6	%	2.5	%	1.2	%
Tax credits and deductions	(1.7)	%	(0.2)	%	(0.3)	%
Change in unrecognized tax benefits	0.4	%	1.0	%	1.1	%
Deduction for foreign derived intangible income	(2.8)	%	(1.6)	%	(1.0)	%
Intra-group transfer of IP	1.7	%	—	%	—	%
Other, net	0.3	%	(0.6)	%	(1.0)	%
Actual income tax provision	23.1	%	24.6	%	23.9	%

The lower effective tax rate for the year ended December 31, 2024 was primarily due to the purchase of energy tax credits made available under the Inflation Reduction Act and a reduction in U.S. taxes on international income related to the changes in our tax profile from recent acquisitions, partially offset by the completion of an intra-group transfer of certain IP assets from a wholly-owned, non-U.S. subsidiary to our U.S. headquarters, in order to better align with current and future business operations, resulted in a one-time net tax expense of $33 million.

The effective tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses. These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

Deferred Income Taxes

The temporary differences, which give rise to our deferred tax assets and (liabilities), consisted of the following:


	December 31,
	2024		2023
	(in millions)
Deferred tax assets:
Deferred revenues	$	40	$	19

Foreign net operating loss	3		12
Capitalized research and development costs	43		16
State net operating loss	3		3
Compensation and benefits	47		45
Deferred interest expense	63		55
Tax credits	18		26
Federal benefit of uncertain tax positions	16		12
Operating lease liabilities	113		118

Other	41		29
Gross deferred tax assets	387		335
Less: valuation allowance	—		(4)
Total deferred tax assets, net of valuation allowance	$	387	$	331

Deferred tax liabilities:
Depreciation	$	(30)	$	(37)
Amortization of acquired intangible assets and goodwill	(1,698)		(1,736)
Investments	(81)		(74)
Unrealized gains	(55)		(11)
Operating lease assets	(95)		(99)
Other	(8)		(9)
Gross deferred tax liabilities	$	(1,967)	$	(1,966)
Net deferred tax liabilities	$	(1,580)	$	(1,635)
Reported as:
Non-current deferred tax assets	$	14	$	7
Deferred tax liabilities, net	(1,594)		(1,642)
Net deferred tax liabilities	$	(1,580)	$	(1,635)

In the table above, non-current deferred tax assets are included in other non-current assets in the Consolidated Balance Sheets.

We had no valuation allowances as of December 31, 2024 and $4 million as of December 31, 2023 due to recurring operating losses in a foreign jurisdiction. Based on all available positive and negative evidence, we believe the sources of future taxable income are sufficient to realize the remainder of Nasdaq’s deferred tax asset inventory.

F-39

Nasdaq has deferred tax assets associated with net operating losses, or NOLs, in U.S. state and local and non-U.S. jurisdictions with the following expiration dates:


Jurisdiction	December 31, 2024		Expiration Date
	(in millions)
Foreign NOL	$	3	2039-2044

U.S. state and local NOL	3		2025-2043

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2024		2023		2022
	(in millions)
Beginning balance	$	80	$	70	$	57
Additions as a result of tax positions taken in prior periods	3		2		13
Additions as a result of tax positions taken in the current period	15		25		9
Reductions related to settlements with taxing authorities	(6)		(14)		(7)
Reductions as a result of lapses of the applicable statute of limitations	(8)		(3)		(2)
Ending balance	$	84	$	80	$	70

Unrecognized tax benefits in the table above, if recognized in the future, would affect our effective tax rate. Nasdaq does not believe that our unrecognized tax benefits will materially change over the next 12 months.

We recognize interest and/or penalties related to income tax matters in the provision for income taxes in the Consolidated Statements of Income, which was $4 million tax expense for the year ended December 31, 2024, $3 million for the year ended December 31, 2023 and $1 million tax benefit for the year ended for December 31, 2022. Accrued interest and penalties, net of tax effect were $10 million as of December 31, 2024 and $6 million as of December 31, 2023.

Tax Audits

Nasdaq and its eligible subsidiaries file a consolidated U.S. federal income tax return and applicable state and local income tax returns and non-U.S. income tax returns. We are subject to examination by federal, state and local, and foreign tax authorities. Our Federal income tax return is under audit for tax year 2018 and is subject to examination by the Internal Revenue Service for the years 2021 through 2023. Several state tax returns are currently under examination by the respective tax authorities for the years 2014 through 2023. Non-U.S. tax returns are subject to examination by the respective tax authorities for the years 2019 through 2023. We regularly assess the likelihood of additional assessments by each jurisdiction and have established tax reserves that we believe are adequate in relation to the potential for additional assessments. Examination outcomes and the timing of examination settlements are subject to uncertainty. Although the results of such examinations may have an impact on our

unrecognized tax benefits, we do not anticipate that such impact will be material to our consolidated financial position or results of operations. We do not expect to settle any material tax audits in the next twelve months.

18. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Guarantees Issued and Credit Facilities Available

In addition to the default fund contributions and margin collateral pledged by clearing members discussed in Note 15, “Clearing Operations,” we have obtained financial guarantees and credit facilities, which are guaranteed by us through counter indemnities, to provide further liquidity related to our clearing businesses. Financial guarantees issued to us totaled $4 million as of December 31, 2024 and December 31, 2023. As discussed in “Other Credit Facilities,” of Note 9, “Debt Obligations,” we also have credit facilities primarily related to our Nasdaq Clearing operations, which are available in multiple currencies, and totaled $174 million as of December 31, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized.

Other Guarantees

Through our clearing operations in the financial markets, Nasdaq Clearing is the legal counterparty for, and guarantees the performance of, its clearing members. See Note 15, “Clearing Operations,” for further discussion of Nasdaq Clearing performance guarantees.

We have provided a guarantee related to lease obligations for The Nasdaq Entrepreneurial Center, Inc., which is a not-for-profit organization designed to convene, connect and engage aspiring and current entrepreneurs. This entity is not included in the consolidated financial statements of Nasdaq.

We believe that the potential for us to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Consolidated Balance Sheets for the above guarantees.

Routing Brokerage Activities

One of our broker-dealer subsidiaries, Nasdaq Execution Services, provides a guarantee to securities clearinghouses and exchanges under its standard membership agreements, which require members to guarantee the performance of other members. If a member becomes unable to satisfy its obligations to a clearinghouse or exchange, other members would be required to meet its shortfalls. To mitigate these performance risks, the exchanges and clearinghouses often require members to post collateral, as well as meet certain minimum financial standards. Nasdaq Execution Services’ maximum potential liability under these arrangements cannot be quantified. However, we believe that the potential for Nasdaq Execution Services to be required to make payments under these arrangements is unlikely. Accordingly, no contingent liability is recorded in the Consolidated Balance Sheets for these arrangements.

F-40

Legal and Regulatory Matters

European Commission Matter

In September 2024, the European Commission conducted an inspection at the Nasdaq Stockholm offices. The inspection related to a potential competition law concern regarding the trading of Nordics financial derivatives. We have been cooperating with the European Commission, but are uncertain about the duration or ultimate outcome of the European Commission’s review, or to the extent there is any finding against us, the nature of any remedies or the amount of any fines.

Other Matters

Except as disclosed above and in our prior reports filed under the Exchange Act, we are not currently a party to any litigation or proceeding that we believe could have a material adverse effect on our business, consolidated financial condition, or operating results. However, from time to time, we have been threatened with, or named as a defendant in, lawsuits or involved in regulatory proceedings.

In the normal course of business, Nasdaq discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiries. Management believes that censures, fines, penalties or other sanctions that could result from any ongoing examinations or inquiries will not have a material impact on its consolidated financial position or results of operations. However, we are unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters.

Tax Audits

We are engaged in ongoing discussions and audits with taxing authorities on various tax matters, the resolutions of which are uncertain. Currently, there are matters that may lead to assessments, some of which may not be resolved for several years. Based on currently available information, we believe we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will be assessed. We review our positions on these matters as they progress. See “Tax Audits,” of Note 17, “Income Taxes,” for further discussion.

19. BUSINESS SEGMENTS

We manage, operate and provide our products and services in three business segments: Capital Access Platforms, Financial Technology and Market Services. See Note 1, “Organization and Nature of Operations,” for further discussion of our reportable segments.

Our management allocates resources, assesses performance and manages these businesses as three separate segments. We evaluate the performance of our segments based on several factors, of which the primary financial measure is operating income. Our CODM, who is our Chair and Chief Executive Officer, does not review total assets or statements of income below operating income by segments as key performance metrics; therefore, such information is not presented below.

For the year ended December 31, 2024, we adopted ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” and applied it retrospectively to include significant segment expenses, as defined within ASU 2023-07, that are regularly provided to our chief operating decision maker, or CODM.

The following table presents certain information regarding our business segments for the years ended December 31, 2024, 2023 and 2022:

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	Year Ended December 31,
	2024		2023		2022
	(in millions)
Capital Access Platforms
Total revenues	$	1,972	$	1,770	$	1,682
Direct and directly consumed expenses	674		653		630
Other expenses	164		146		138
Operating income	$	1,134	$	971	$	914

Depreciation and amortization	41		39		36
Purchase of property and equipment	52		53		50
Financial Technology
Total revenues	$	1,655	$	1,099	$	864
Direct and directly consumed expenses	794		536		494
Other expenses	91		69		71
Operating income	$	770	$	494	$	299

Depreciation and amortization	43		36		35
Purchase of property and equipment	105		50		49
Market Services
Total revenues	$	3,771	$	3,156	$	3,632
Transaction-based expenses	(2,751)		(2,169)		(2,644)
Revenues less transaction-based expenses	$	1,020	$	987	$	988
Direct and directly consumed expenses	339		330		293
Other expenses	84		75		68
Operating income	$	597	$	582	$	627

Depreciation and amortization	39		34		32
Purchase of property and equipment	50		55		53
Corporate
Total revenues	$	2	$	39	$	48
Other expenses	705		508		324
Operating loss	$	(703)	$	(469)	$	(276)

Depreciation and amortization	490		214		155

Consolidated
Total revenues	$	7,400	$	6,064	$	6,226
Transaction-based expenses	(2,751)		(2,169)		(2,644)
Revenues less transaction-based expenses	$	4,649	$	3,895	$	3,582
Direct and directly consumed expenses	1,807		1,519		1,417
Other expenses	1,044		798		601
Operating income	$	1,798	$	1,578	$	1,564

Depreciation and amortization	613		323		258
Purchase of property and equipment	207		158		152

Direct and directly consumed expenses in the preceding table represent costs for resources directly used by the segment for revenue generating activities. Other expenses include indirect overhead costs allocated to our segments. During the first year of the integration of Adenza and Verafin, the allocation of these indirect overhead costs to the Financial Technology segment were phased in and therefore these allocations may change in the future. Other expenses also includes expenses allocated to our Corporate segment. The following table summarizes revenues and expenses allocated to our Corporate segment:


	Year Ended December 31,
	2024		2023		2022
	(in millions)
Revenues:
Divested businesses	$	36	$	39	$	48
Adenza purchase accounting adjustment	(34)		—		—
Expenses:
Amortization expense of acquired intangible assets	488		206		153
Merger and strategic initiatives expense	35		148		82
Restructuring charges	116		80		15
Lease asset impairments	—		25		—
Legal and regulatory matters	20		12		26
Extinguishment of debt	4		—		16
Pension Settlement	23		9		—
Expenses - divested businesses	16		21		27
Other	3		7		5
Total expenses	$	705	$	508	$	324
Operating loss	$	(703)	$	(469)	$	(276)

For further discussion of our segments’ results, see “Segment Operating Results,” of “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

F-42

The items in the preceding table are not included in the measurement of segment profitability reviewed by our CODM, as we believe they do not contribute to a meaningful evaluation of a particular segment’s ongoing operating performance. Management does not consider these items for the purpose of evaluating the performance of our segments or their managers or when making decisions to allocate resources. Therefore, we believe performance measures excluding the below items provide management with a useful representation of our segments’ ongoing activity in each period. These items, which are presented in the tables above, include the following:

*•*Revenues and expenses - divested businesses: In June 2023, we entered into an agreement to sell our Nordic power trading and clearing business, which was subsequently terminated in June 2024. 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. Revenues and expenses related to this business for the years ended December 31, 2024, 2023 and 2022, continue to be included as revenues and expenses - divested businesses. Historically, these amounts were included in our Market Services and Capital Access Platforms segments. For 2022, this also includes the revenues and expenses of our U.S. Fixed Income business, which was previously included in our Market Services and Capital Access Platforms segments.

Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the segments, and the relative operating performance of the segments between periods.
Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. For the years ended December 31, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the year ended December 31, 2024, these costs were partially offset by receipt of a fee related to the termination of the proposed divestiture of our Nordic power trading and clearing business.
Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program. See Note 20, “Restructuring Charges,” for further discussion of these plans.

*•*Other items: We have included certain other charges or gains in corporate items, to the extent we believe they should be excluded when evaluating the ongoing operating performance of each individual segment. Other items primarily include:

◦Adenza purchase accounting adjustment: As discussed in Note 3, “Revenue from Contracts with Customers,” during the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time net revenue reduction of $32 million was recorded in our Financial Technology segment, reflecting the net impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. For purposes of evaluating the performance of our segments, we have excluded the reduction of $34 million as this relates to the prior year impact of this change. We have not excluded the $2 million offsetting current year impact of this change.

◦Lease asset impairments: For year ended December 31, 2023, this included impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in the Consolidated Statements of Income. See Note 16, “Leases,” for further discussion.

**◦**Legal and regulatory matters: For the year ended December 31, 2024, this primarily related to the settlement of a previously disclosed SFSA inquiry, and accruals related to certain legal matters. For the years ended December 31, 2023 and 2022, this also included accruals related to certain legal matters. For the year ended December 31, 2023, these charges were partially offset by insurance recoveries related to certain legal matters. The fine is recorded in regulatory expense and the accruals and insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Consolidated Statements of Income.

**◦**Extinguishment of debt: For the years ended December 31, 2024 and 2022, this includes a loss on extinguishment of debt, which is recorded under general, administrative and other expense in the Consolidated Statements of Income.

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*◦*Pension settlement charge: For the years ended December 31, 2024 and 2023, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The pre-tax charge is recorded in compensation and benefits in the Consolidated Statements of Income. See Note 10, “Retirement Plans,” for further discussion.

Geographic Data

The following table presents total revenues and property and equipment, net by geographic area for 2024, 2023 and 2022. Revenues are classified based upon the location of the customer. Property and equipment information is based on the physical location of the assets.


	Total Revenues		Property and Equipment, Net
2024:	(in millions)
United States	$	5,817	$	425
All other countries	1,583		168
Total	$	7,400	$	593
2023:
United States	$	4,870	$	367
All other countries	1,194		209
Total	$	6,064	$	576
2022:
United States	$	5,100	$	344
All other countries	1,126		188
Total	$	6,226	$	532

Property and equipment, net for all other countries primarily includes assets held in Sweden. No single customer accounted for 10.0% or more of our revenues in 2024, 2023 and 2022.

20. RESTRUCTURING CHARGES

In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. We further expanded this program in the fourth quarter of 2024 to accelerate our momentum. In connection with this program, we expect to incur approximately $140 million in pre-tax charges. We have incurred costs principally related to employee-related costs, contract terminations, asset impairments and other related costs and expect to incur additional costs in these areas in an effort to accelerate efficiencies through location strategy and enhanced AI capabilities. Actions taken as part of this program are expected to be completed by the end of 2025, while certain costs may be recognized in the first half of 2026. We expect to achieve benefits primarily in the form of expense synergies.

In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. As of September 30, 2024, we completed our divisional alignment program and recognized total pre-tax charges of $139 million over a two-year period, within the anticipated range of $115 million to $145 million.

Costs related to these programs are recorded as restructuring charges in the Consolidated Statements of Income.

The following table presents a summary of the Adenza restructuring program and our divisional alignment program charges for the years ended December 31, 2024, 2023 and 2022 as well as total program costs incurred since the inception date of each program.


	Year Ended December 31,
		2024		2023		2022
		(in millions)
Asset impairment charges
Adenza restructuring		$	28	$	—	$	—
Divisional realignment		9		12		8
Consulting services
Adenza restructuring		5		3		—
Divisional realignment		27		34		3
Employee-related costs
Adenza restructuring		20		6		—
Divisional realignment		8		13		3
Other
Adenza restructuring		9		1		—
Divisional realignment		10		11		1
Total restructuring charges		$	116	$	80	$	15

Total Program Costs Incurred
Adenza restructuring		$	72
Divisional realignment		$	139

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