Nasdaq (NDAQ) 10-K risk factor changes: FY2025 vs FY2024

*The [removed: risks and uncertainties] [added: risks* *and* *uncertainties] described below are not the [removed: only ones facing us.][added: only*]

[removed: Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial] [added: *immaterial] may also adversely affect our business.

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

RISKS RELATED TO OUR BUSINESS [removed: AND INDUSTRY][added: AND]

Economic conditions and market factors, which are [removed: beyond our control, may adversely affect our business and financial condition.][added: beyond]

Trading volumes and values are driven primarily by general [removed: market conditions and declines in trading volumes or values may affect our market share and impact our pricing.]

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

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

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

[removed: We face significant competition in] our Capital Access [removed: Platforms,] [added: Platforms and] Financial Technology [removed: and Market Services segments from other market participants.]

[removed: We face intense] competition from other exchanges and markets for market [removed: share of trading activity and listings.]

This competition includes both [removed: product and price competition.]

[removed: As a] result, both in the U.S. and in other countries, the competition [removed: among exchanges and other execution venues has become more intense.]

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

Regulatory changes also have facilitated the entry of new [removed: participants in the European Union that compete with our European markets.]

[removed: The regulatory environment, both in the] U.S. and in Europe, is structured to maintain this [removed: environment of intense competition.]

We also compete globally with other regulated exchanges [removed: and markets, ATSs, MTFs and other traditional and non-traditional execution venues.]

Some of these competitors also [removed: are our customers.]

[removed: Competitors may develop market trading] platforms that are more competitive than ours.

We face intense price competition in all areas of our [removed: business.]

In particular, the trading industry is characterized [removed: by price competition.]

[removed: We have] in the [removed: past lowered prices, and in the] U.S., increased rebates for trade executions to attempt [removed: to gain or maintain market share.]

[removed: These strategies have not] always been successful and have at times hurt operating [removed: performance.]

[removed: We also compete with] respect to [removed: the pricing of data] products [removed: and with respect to products] for pre-trade book data and for post-trade [removed: last sale data.]

[removed: If we are unable to compete successfully in the industries in which we do business,] [added: on] our business, financial condition and operating results [removed: will be adversely affected.][added: by]

Our businesses depend on the integrity and performance of [removed: the technology, computer and communications systems supporting them.]

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

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

[removed: infrastructure to] accommodate any increases in a timely manner.

We must continue to introduce new products, initiatives [removed: and enhancements to maintain our competitive position.][added: and]

We intend to launch new products and initiatives and [removed: continue to explore and pursue opportunities to strengthen our business and grow our company.]

[removed: We may spend] substantial time and money developing new products, [removed: initiatives and enhancements to existing products.]

[removed: Although investments are carefully planned, there can be no assurance] that the demand for such platforms or technologies will [removed: justify the related investments.]

[removed: In addition, clients may] delay purchases in anticipation of new products or [removed: enhancements.]

[removed: We may allocate significant amounts of cash and other resources to product technologies or business] models for which market demand is lower than anticipated.

[removed: A decline in trading and clearing volumes or values or market] [added: market] share will decrease our trading and [removed: clearing revenues.][added: clearing]

[removed: Declines in trading and] clearing volumes or values may also impact our market share [removed: or pricing structures and adversely affect our business and financial condition.]

If our total market share in securities decreases relative to our [removed: competitors, our venues may be viewed as less attractive sources of liquidity.]

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

Since some of our exchanges offer clearing services in [removed: addition to trading services, a decline in market share of trading could lead to a decline in clearing and depository revenues.]

*ones facing us.

Additional risks and uncertainties not*

*presently known to us or that we currently believe to be*

If any of*

*condition, or operating results could be adversely affected.*

INDUSTRY

our control, may adversely affect our business and financial

condition.

Our business performance is impacted by a number of

factors, including general economic conditions, current or

expected inflation, interest rate fluctuations, market volatility,

changes in investment patterns and priorities, regulatory

shifts, pandemics and other factors that are generally beyond

our control.

To the extent that global or national economic

conditions weaken and result in slower growth or recessions,

our business may be negatively impacted.

Adverse market

conditions could reduce customer demand for our services

and the ability of our customers, lenders and other

counterparties to meet their obligations to us.

Poor economic

conditions may result in a reduction in the demand for our

products and services, including data, indices and corporate

solutions, or could result in a decline in the number of IPOs,

reduced trading volumes or values and deterioration of the

economic welfare of our listed companies, which could cause

an increase in delistings.

The demand for our Regulatory

Technology, Capital Markets Technology and Financial

Crime Management Technology offerings are primarily

influenced by regulatory changes and the financial strength

and growth plans of our clients at any given time, and such

demand may be adversely affected by economic, political and

geopolitical market conditions.

market conditions and declines in trading volumes or values

may affect our market share and impact our pricing.

In

addition, our Market Services businesses receive revenues

from a relatively small number of customers concentrated in

Our business performance is impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory shifts, pandemics and other factors that are generally beyond our control.

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

Adverse market conditions could reduce customer demand for our services and the ability of our customers, lenders and other counterparties to meet their obligations to us.

Poor economic conditions may result in a reduction in the demand for our products and services, including data, indices and corporate solutions, or could result in a decline in the number of IPOs, reduced trading volumes or values and deterioration of the economic welfare of our listed companies, which could cause an increase in delistings.

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

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

The number of listings on our markets is primarily influenced by factors such as investor demand, the global economy, available sources of financing, and tax and regulatory policies.

Adverse conditions may jeopardize the ability of our listed companies to comply with the continued listing requirements of our exchanges, or reduce the number of issuers launching IPOs, including SPACs, and direct listings.

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

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

Our customers historically reduce purchases of new services and technology when growth rates decline, thereby diminishing our opportunities to sell new products and services or upgrade existing products and services.

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

A reduction in trading volumes or values, market share of trading, the number of our listed companies, or demand for our products and services due to economic conditions or other market factors could adversely affect our business, financial condition and operating results.

The liberalization and globalization of world markets has resulted in greater mobility of capital, greater international participation in local markets and more competition.

In addition, a high proportion of business in the securities markets is becoming concentrated in a smaller number of institutions and our revenue may therefore become concentrated in a smaller number of customers.

Competitors may leverage data more effectively or enter into strategic partnerships, mergers or acquisitions that could make their trading, listings, clearing, data or technology businesses more competitive than ours.

Additionally, we have also been, and may once again be, required to adjust pricing to respond to actions by competitors and new entrants, or due to new SEC regulations, which could adversely impact operating results.

If new systems fail to operate as intended or our existing systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services.

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

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

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

If trading volumes increase unexpectedly or other unanticipated events occur, we may need to expand and upgrade our technology, transaction processing systems and network infrastructure.

While we have programs in place to identify and minimize our exposure to vulnerabilities and work in collaboration with the technology industry to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future.

Any system issue that causes an interruption in services, decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results.

If these products and initiatives are not successful or their launches are delayed, we may not be able to offset their costs, which could have an adverse effect on our business, financial condition and operating results.

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

If we fail to generate adequate revenue from planned system platforms or the adoption of new technologies, or if we fail to do so within the envisioned timeframe, it could have an adverse effect on our results of operations and financial condition.

In addition, the introduction of new products by competitors, the emergence of new industry standards or the development of entirely new technologies to replace existing product offerings could render our existing or future products obsolete.

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

Over the past several years, trading and clearing volumes and values across our markets have fluctuated significantly depending on market conditions and other factors beyond our control.

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

Declines in market share also could result in issuers viewing the value of a listing on our exchanges as less attractive, thereby adversely affecting our listing business.

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

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

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

While we continue to employ and invest resources to monitor our systems and protect our infrastructure, these measures may prove insufficient due to the continuously evolving nature of threat activity.

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

compromises our systems or those of our other customers utilizing the same products, could damage our reputation and result in: a loss of customers; disrupted customer relationships; the loss of our intellectual property or sensitive data; lower trading volumes or values, significant liabilities, litigation or regulatory fines; or otherwise have a negative impact on our business, our products and services, financial condition and operating results.

As cybersecurity threats continue to increase in frequency and sophistication, and as the domestic and international regulatory and compliance structure related to information, cybersecurity, data privacy, resiliency and data usage becomes increasingly complex and exacting, we may be required to devote significant additional resources to strengthen our cybersecurity capabilities, and to identify and remediate any security vulnerabilities.

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

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

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

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

[removed: - In 2024,] our Market Services [removed: segment achieved record net revenue.][added: segment:]

[removed: Market factors also] contributed to higher valuations in Nasdaq [removed: Indices.][added: Indices, higher]

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

Risk [removed: Factors” for] [added: Factors.” For] further [removed: discussion.]

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

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

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

[removed: For a detailed discussion of our results of] operations, see “Segment Operating Results” below.

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

| | [added: 2025] | | 2024 | | [removed: | | | |] 2023 | | [removed: | | | | 2022 | | | | |] [added: 2025 vs. 2024] | 2024 [removed: vs. 2023 | | | 2023 vs. 2022 | |] [added: vs. 2023] |

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

| Revenues less [removed: transaction-based] [added: transaction- based] expenses | [removed: | | $ | 4,649 | | | | | $ | 3,895 | | | | | $ | 3,582 | | |] [added: $5,249] | | [removed: 19.4] [added: $4,649] | | [removed: %] [added: $3,895] | [removed: 8.8] | [added: 12.9%] | [removed: %] [added: 19.4%] |

| Operating expenses | [added: 2,918] | | 2,851 | | [removed: | | | |] 2,317 | | [removed: | | | | 2,018 | | | | | | 23.0 | | % | 14.9 |] [added: 2.3%] | [removed: %] [added: 23.0%] |

| Operating income | [removed: | | $ | 1,798 | | | | | $ | 1,578 | | | | | $ | 1,564 | | |] [added: $2,331] | | [removed: 13.9] [added: $1,798] | | [removed: %] [added: $1,578] | [removed: 0.8] | [added: 29.7%] | [removed: %] [added: 13.9%] |

| Net income attributable to Nasdaq | [removed: | | $ | 1,117 | | | | | $ | 1,059 | | | | | $ | 1,125 | | |] [added: $1,788] | | [removed: 5.5] [added: $1,117] | | [removed: %] [added: $1,059] | [removed: (5.9)] | [added: 60.1%] | [removed: %] [added: 5.5%] |

In countries with currencies other than the U.S. dollar, [removed: revenues and expenses are translated using monthly average exchange rates.]

Quantitative and Qualitative Disclosures [removed: About Market Risk.”]

[removed: ][added: ]

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

This excludes contracts that are not recurring, are [removed: one-time in nature, or where the contract value fluctuates based on defined metrics.][added: one-]

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

[removed: ARR should be viewed independently of] revenue and [removed: deferred revenue and] is not intended to be combined with or to replace [removed: either of those items.]

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

[removed: ARR is not a forecast] and the active contracts at the end of a reporting period used [removed: in calculating ARR may or may not be extended or renewed by our customers.]

| ▪ | [removed: | |] Capital Access Platforms | | [removed: | | | |]

| | [removed: | |] ◦ | [removed: | |] Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business | [removed: | |]

| | [removed: | |] ◦ | [removed: | |] Index data subscriptions and guaranteed minimum on futures contracts within our Index business | [removed: | |]

| | [removed: | |] ◦ | [removed: | |] Subscription contracts under our Workflow & Insights business | [removed: | |]

| ▪ | [removed: | |] Financial Technology | | [removed: | | | |]

[removed: ][added: ]

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

| Financial Technology | [added: 1,850] | | 1,621 | | [removed: | | | |] 1,099 | | [removed: | | | | 864 | | | | | | 47.5 | | % | 27.1 |] [added: 14.1%] | [removed: %] [added: 47.5%] |

| Market Services | [added: 4,214] | | 3,771 | | [removed: | | | |] 3,156 | | [removed: | | | | 3,632 | | | | | | 20.9 | | % | (13.4) |] [added: 11.7%] | [removed: %] [added: 20.9%] |

| Total revenues | [removed: | | $ | 7,400 | | | | | $ | 6,064 | | | | | $ | 6,226 | | |] [added: $8,262] | | [removed: 22.0] [added: $7,400] | | [removed: %] [added: $6,064] | [removed: (2.6)] | [added: 11.6%] | [removed: %] [added: 22.0%] |

| Transaction rebates | [added: (2,572)] | | (2,026) | | [removed: | | | |] (1,838) | | [removed: | | | | (2,092) | | | | | | 10.2 | | % | (12.1) |] [added: 26.9%] | [removed: %] [added: 10.2%] |

| Brokerage, clearance and exchange fees | [added: (441)] | | (725) | | [removed: | | | |] (331) | | [removed: | | | | (552) | | | | | | 119.1 | | % | (40.1) |] [added: (39.1)%] | [removed: %] [added: 119.1%] |

| Total revenues less [removed: transaction-based] [added: transaction- based] expenses | [removed: | | $ | 4,649 | | | | | $ | 3,895 | | | | | $ | 3,582 | | |] [added: $5,249] | | [removed: 19.4] [added: $4,649] | | [removed: %] [added: $3,895] | [removed: 8.8] | [added: 12.9%] | [removed: %] [added: 19.4%] |

Financial Condition and Results of Operations

The following discussion and analysis of the financial

condition and results of operations of Nasdaq refers to the

year over year comparison for the fiscal years ended

December 31, 2025 and 2024 and should be read in

conjunction with our consolidated financial statements and

related notes included in this Form 10-K, as well as the

discussion under “Part I, Item 1A.

Business.” For a

December 31, 2024 and 2023, refer to “Part II, Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of our Annual Report

on Form 10-K for the fiscal year ended December 31, 2024,

which was previously filed with the SEC on February 21,

2025.

Certain percentages and per share amounts herein may not

sum or recalculate due to rounding.

Nasdaq is a leading technology platform that powers the

world’s economies.

We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system.

We

empower economic opportunity by designing and deploying

the technology, data, and advanced analytics that enable our

clients to capture opportunities, navigate risk, and strengthen

resilience.

three business segments: Capital Access Platforms, Financial

Technology and Market Services.

2025 Highlights

- Nasdaq extended its listing leadership in 2025 and

achieved its seventh consecutive year as the top U.S.

exchange by proceeds raised.

- In 2025, U.S. operating company IPOs on Nasdaq raised

over $24 billion in proceeds.

In 2025, Nasdaq set a record

for listing transfers, with $1.2 trillion in annual switches

for the first time including the largest exchange transfer on

record.

- Index achieved record net inflows of $99 billion in 2025,

The following discussion and analysis of the financial condition and results of operations of Nasdaq refers to the year over year comparison for the fiscal years ended December 31, 2024 and 2023 and should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-K, as well as the discussion under “Part I, Item 1A.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was previously filed with the SEC on February 21, 2024.

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

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.

2024 Highlights

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

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

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

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

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

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

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

Our business performance can be positively or negatively impacted by a number of factors, including general economic conditions, current or expected inflation, interest rate fluctuations, market volatility, changes in investment patterns and priorities, regulatory changes, pandemics and other factors that are generally beyond our control.

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

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

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

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

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

| Diluted earnings per share | | | $ | 1.93 | | | | | $ | 2.08 | | | | | $ | 2.26 | | | | | (7.4) | | % | (7.8) | | % |

| Cash dividends declared per common share | | | $ | 0.94 | | | | | $ | 0.86 | | | | | $ | 0.78 | | | | | 9.3 | | % | 10.3 | | % |

Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 7A.

ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies.

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

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

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

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

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

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

| Capital Access Platforms | | | $ | 1,972 | | | | | $ | 1,770 | | | | | $ | 1,682 | | | | | 11.4 | | % | 5.2 | | % |

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

The following chart presents our Capital Access Platforms, Financial Technology and Market Services segments as a percentage of our total revenues, less transaction-based expenses.

| Data & Listing Services | | | $ | 754 | | | | | $ | 749 | | | | | $ | 727 | | | | | 0.7 | | % | 3.0 | | % |

| Index | | | 706 | | | | | | 528 | | | | | | 486 | | | | | | 33.7 | | % | 8.6 | | % |

| Workflow & Insights | | | 512 | | | | | | 493 | | | | | | 469 | | | | | | 3.8 | | % | 5.2 | | % |

| Total Capital Access Platforms | | | $ | 1,972 | | | | | $ | 1,770 | | | | | $ | 1,682 | | | | | 11.4 | | % | 5.2 | | % |

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

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

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

[removed: Information] about [removed: quantitative and qualitative disclosures about] market risk is incorporated herein by reference from [removed: “Item 7.]

Market Risk

Information about quantitative and qualitative disclosures

“Item 7.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations - Quantitative and

Qualitative Disclosures About Market Risk.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures About Market Risk.”

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

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

Nasdaq was founded in 1971 as a wholly-owned subsidiary [removed: of FINRA.]

[removed: GROWTH STRATEGY][added: GROWTH STRATEGY]

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

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

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

These [removed: opportunities,]

[removed: We] offer a suite of products to assist companies in managing [removed: corporate governance standards.]

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

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

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

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

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

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

[removed: We also offer Nordic Equity] TotalView, Nordic Derivatives TotalView and Nordic Fixed [removed: Income TotalView for Nordic markets.]

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

Our main listing markets are The Nasdaq Stock [removed: Market and the Nasdaq Nordic and Nasdaq Baltic exchanges.]

Companies seeking to list securities on The Nasdaq Stock [removed: Market may do so on one of the three market tiers: The Nasdaq Global Select Market, The Nasdaq Global Market, or The Nasdaq Capital Market.]

[removed: To qualify, companies must] meet minimum listing requirements, including specified [removed: financial and corporate governance criteria.]

[removed: Once listed,] companies must maintain rigorous listing and corporate [removed: governance standards.]

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

[removed: We seek new listings from companies conducting] IPOs, including SPACs, and direct listings as well as [removed: companies looking to switch from alternative exchanges.]

[removed: The 2024] [added: 2025] new listings were comprised of the following:

| Operating company IPOs | [removed: | | 130 | |] [added: 155] |

| SPAC IPOs | [removed: | | 50 | |] [added: 126] |

| Switches from the New York Stock Exchange LLC, or NYSE, and the NYSE American LLC, or NYSE American | [removed: | | 17 | |] [added: 20] |

| Upgrades from OTC | [removed: | | 22 | |] [added: 31] |

| ETPs and Other Listings | [removed: | | 244 | |] [added: 452] |

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

More than [removed: $180] [added: $1,241] billion in global equity market [removed: capitalization switched to The Nasdaq Stock Market.]

We also offer listings on the exchanges that comprise Nasdaq [removed: Nordic and Nasdaq Baltic.]

[removed: For smaller companies and growth] companies, we offer access to the financial markets through [removed: the Nasdaq First North alternative marketplaces.]

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

Our European listing customers include companies, funds [removed: and governments.]

In [removed: 2024,] [added: 2025,] a total of [removed: 31] [added: 27] new companies listed on our [removed: Nordic and Baltic exchanges.]

Our Index business develops and licenses Nasdaq-branded [removed: indices and financial products.]

[removed: We also license cash-settled] options, futures and options on futures on our indices.

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

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

OVERVIEW

Nasdaq is a leading technology platform that powers the

world’s economies.

We architect the infrastructure of the

world’s most modern markets, power the innovation

economy, and build trust in the financial system.

We

empower economic opportunity by designing and deploying

the technology, data, and advanced analytics that enable our

clients to capture opportunities, navigate risk, and strengthen

resilience.

three business segments: Capital Access Platforms, Financial

Technology and Market Services.

of FINRA.

Beginning in 2000, FINRA restructured and

broadened ownership in Nasdaq by selling shares to FINRA

members, investment companies and issuers listed on The

Nasdaq Stock Market.

In connection with this restructuring,

FINRA fully divested its ownership of Nasdaq in 2006, and

The Nasdaq Stock Market became an independent registered

national securities exchange in 2007.

In February 2008, Nasdaq and OMX AB combined their

businesses, leading to a transformational combination and

expansion of our company from a U.S.-based exchange

operator to a global exchange company offering technology

that powers our own exchanges and markets as well as many

other marketplaces around the world.

Further, our

transformation into a leading technology platform that

powers the world’s economies gained momentum with the

2021 acquisition of Verafin, followed by the 2023 acquisition

of Adenza and its two flagship solutions, AxiomSL and

Calypso.

The seamless integration of these businesses

allowed us to capitalize on our existing divisional structure,

consolidated by a singular One Nasdaq go-to-market

strategy.

To enable success in the evolving global financial system, we

together with a focused growth strategy:

OVERVIEW

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

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

Beginning in 2000, FINRA restructured and broadened ownership in Nasdaq by selling shares to FINRA members, investment companies and issuers listed on The Nasdaq Stock Market.

In connection with this restructuring, FINRA fully divested its ownership of Nasdaq in 2006, and The Nasdaq Stock Market became an independent registered national securities exchange in 2007.

In February 2008, Nasdaq and OMX AB combined their businesses, and we changed our corporate name to The NASDAQ OMX Group, Inc. This transformational combination resulted in the expansion of our business from a U.S.-based exchange operator to a global exchange company offering technology that powers our own exchanges and markets as well as many other marketplaces around the world.

We operated as the NASDAQ OMX Group until we rebranded our business as Nasdaq, Inc. in 2015.

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

Our Strategy: In 2017, we implemented a new strategic direction with the aim of optimizing the deployment of resources, human capital, and financial assets towards our most promising growth opportunities.

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

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

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

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

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

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

- *Transparency*: With nearly 10,000 corporate clients and 5,000 clients across the investment management ecosystem, our Capital Access Platforms segment is a trusted partner to enable the corporate and investment communities in making more informed decisions.

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

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

These businesses remain focused on capturing the opportunities arising from protecting the integrity of the financial system by fighting financial crime and helping our clients solve their most complex risk and compliance challenges.

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

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.

We distribute this proprietary market information to both market participants and non-participants through a number of proprietary products, including Nasdaq TotalView, our flagship market depth quote product.

We operate several other proprietary services and data products to provide market information, including Nasdaq Basic, a lower cost alternative to the industry Level 1 feed and Nasdaq Canada Basic, a lower cost alternative to other data feeds.

We also provide various other data, including data relating to our U.S. equities and options exchanges and Nordic equities, derivatives, fixed income and futures.

Companies listed on our markets represent a diverse array of industries including, among others, healthcare, consumer products, telecommunication services, information technology, financial services, industrials and energy.

As of December 31, 2024, a total of 4,075 companies listed securities on The Nasdaq Stock Market, with 1,383 listings on The Nasdaq Global Select Market, 1,366 on The Nasdaq Global Market and 1,326 on The Nasdaq Capital Market.

| | | | | | |

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

| Total | | | 463 | | |

| 2024 total | | | 82 | | % |

| Operating companies | | | 80 | | % |

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

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

Customers issue securities in the form of cash equities, depository receipts, warrants, ETPs, convertibles, rights, options, bonds or fixed-income related products.

License fees for our trademark licenses vary by product based on a percentage of underlying assets, dollar value of a product issuance, number of products or number of contracts traded.

More than 150 ETPs worldwide track indices in the NDX ecosystem, which had over $520 billion in assets tracking the indices as of December 31, 2024, or 80% of total AUM.

Index data products include our Global Index Data Service, which delivers real-time index values throughout the trading day, and Global Index Watch/Global Index File Delivery Service, which delivers daily and historical weightings and components data, corporate actions and a breadth of additional data for the indices that we operate.

Our analytics products provide 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 platforms, we provide a suite of cloud-based solutions that help institutional investors and consultants conduct pre-investment due diligence, and monitor their portfolios post-investment.

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

See “Legal and Regulatory Matters” of Note 18,

“Commitments, Contingencies and Guarantees,” to the

consolidated financial statements for a description of our

legal proceedings, if any.

PART II

See “Legal and Regulatory Matters” of Note 18, “Commitments, Contingencies and Guarantees,” to the consolidated financial statements for a description of our legal proceedings, if any.

UNITED STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [removed: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | [removed: | | | |]

| | [removed: | |] For the fiscal year ended | [removed: | |] December 31, [removed: 2024 | |] [added: 2025] |

| ☐ | [removed: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | [removed: | | | |]

| | [removed: | |] For the transition period | [removed: | |] from ________ to ________ | [removed: | |]

Commission file [removed: number: 001-38855][added: number: 001-38855]

| Delaware | | [removed: | | | |] 52-1165937 | | [removed: | | | |]

| (State or Other Jurisdiction of Incorporation or Organization) | | [removed: | | | |] (I.R.S. Employer Identification No.) | | [removed: | | | |]

| 151 W. 42nd Street, | [removed: | |] New York, | [removed: | |] New York | [removed: | |] 10036 | [removed: | |]

| (Address of Principal Executive Offices) | | | [removed: | | | | | |] (Zip Code) | [removed: | |]

Registrant’s telephone number, including area code: [removed: +1 212 401] [added: +1 212 401] 8700

| Title of each class | | [removed: | | | |] Trading Symbol(s) | | [removed: | | | |] Name of each exchange on which registered | [removed: | |]

| Common Stock, $0.01 par value per share | | [removed: | | | |] NDAQ | | [removed: | | | |] The Nasdaq Stock Market | [removed: | |]

| 4.500% Senior Notes due 2032 | | [removed: | | | |] NDAQ32 | | [removed: | | | |] The Nasdaq Stock Market | [removed: | |]

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

| 0.875% Senior Notes due 2030 | | [removed: | | | |] NDAQ30 | | [removed: | | | |] The Nasdaq Stock Market | [removed: | |]

| 1.75% Senior Notes due 2029 | | [removed: | | | |] NDAQ29 | | [removed: | | | |] The Nasdaq Stock Market | [removed: | |]

[removed: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934] during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for [removed: the past 90 days.]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of [removed: Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an [removed: emerging growth company.]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule [removed: 12b-2 of the Exchange Act.]

| Large accelerated filer | [removed: | |] ☒ | [removed: | |] Accelerated filer | [removed: | |] ☐ | [removed: | |]

| Non-accelerated filer | [removed: | |] ☐ | [removed: | |] Smaller reporting company | [removed: | |] ☐ | [removed: | |]

| Emerging growth company | [removed: | |] ☐ | | | [removed: | | | | | |]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new [removed: or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.]

[removed: Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control] over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit [removed: report.]

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

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

[removed: As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $22.3 billion] (this amount represents approximately [removed: 370.0] [added: 454.2] million shares of Nasdaq, Inc.’s common stock based on the last reported sales price of [removed: $60.26] [added: $89.42] of the common stock on [removed: The Nasdaq Stock Market on such date).]

| Class | | [removed: | | | |] Outstanding at February [removed: 12, 2025 | | | |] [added: 3, 2026] | |

| Common Stock, $0.01 par value per share | | [removed: | | | | 575,145,323 | |] [added: 568,443,856] | shares | [removed: | |]

| Documents Incorporated by Reference: Certain portions of the Definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | | [removed: | | | |]

| | | [removed: | | | |] Page | [removed: | |]

| Item 1. | [removed: | | [Business](#i8e8d97d7ae354e66abae402b1874eeb3_280) | | | [1](#i8e8d97d7ae354e66abae402b1874eeb3_280) |] [added: [Business](#i57dcdcb46e834e1698a5fd6d5c9b7c36_280)] | [added: [1](#i57dcdcb46e834e1698a5fd6d5c9b7c36_280)] |

| Item 1A. | [removed: | |] [Risk [removed: Factors](#i8e8d97d7ae354e66abae402b1874eeb3_397) | | | [17](#i8e8d97d7ae354e66abae402b1874eeb3_397) |] [added: Factors](#i57dcdcb46e834e1698a5fd6d5c9b7c36_394)] | [added: [17](#i57dcdcb46e834e1698a5fd6d5c9b7c36_394)] |

| Item 1B. | [removed: | |] [Unresolved Staff [removed: Comments](#i8e8d97d7ae354e66abae402b1874eeb3_415) | | | [32](#i8e8d97d7ae354e66abae402b1874eeb3_415) |] [added: Comments](#i57dcdcb46e834e1698a5fd6d5c9b7c36_412)] | [added: [31](#i57dcdcb46e834e1698a5fd6d5c9b7c36_412)] |

| Item 1C. | [removed: | | [Cybersecurity](#i8e8d97d7ae354e66abae402b1874eeb3_418) | | | [32](#i8e8d97d7ae354e66abae402b1874eeb3_418) |] [added: [Cybersecurity](#i57dcdcb46e834e1698a5fd6d5c9b7c36_415)] | [added: [31](#i57dcdcb46e834e1698a5fd6d5c9b7c36_415)] |

| Item 3. | [removed: | |] [Legal [removed: Proceedings](#i8e8d97d7ae354e66abae402b1874eeb3_178) | | | [33](#i8e8d97d7ae354e66abae402b1874eeb3_178) |] [added: Proceedings](#i57dcdcb46e834e1698a5fd6d5c9b7c36_184)] | [added: [33](#i57dcdcb46e834e1698a5fd6d5c9b7c36_184)] |

| Item 5. | [removed: | |] [Market for [removed: Registrant](#i8e8d97d7ae354e66abae402b1874eeb3_184)’[s] [added: Registrant](#i57dcdcb46e834e1698a5fd6d5c9b7c36_190)’[s] Common Equity, Related Stockholder Matters and Issuer Purchases of [removed: Equity Securities](#i8e8d97d7ae354e66abae402b1874eeb3_184) | | | [33](#i8e8d97d7ae354e66abae402b1874eeb3_184) |] [added: Equity](#i57dcdcb46e834e1698a5fd6d5c9b7c36_190) [Securities](#i57dcdcb46e834e1698a5fd6d5c9b7c36_190)] | [added: [33](#i57dcdcb46e834e1698a5fd6d5c9b7c36_190)] |

| | | |

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

| OR | | |

| | | | |

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

| | | | |

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

| | | | | |

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

the past 90 days.

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files).

emerging growth company.

12b-2 of the Exchange Act.

| | | | |

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

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control

report.

filing reflect the correction of an error to previously issued financial statements.

by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $40.6 billion

The Nasdaq Stock Market on such date).

| | | | |

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

| | |

| --- | --- |

| | |

| | | |

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

| [Part I.](#i57dcdcb46e834e1698a5fd6d5c9b7c36_253) | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| Item 2. | [Properties](#i57dcdcb46e834e1698a5fd6d5c9b7c36_418) | [33](#i57dcdcb46e834e1698a5fd6d5c9b7c36_418) |

| | | |

| | | |

| | | | | | | | | |

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

| OR | | | | | | | | |

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

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

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

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

| | | | | | |

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

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

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

| Item 4. | | | [Mine Safety Disclosures](#i8e8d97d7ae354e66abae402b1874eeb3_190) | | | [33](#i8e8d97d7ae354e66abae402b1874eeb3_190) | | |

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

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

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

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

- “Nasdaq First North” refers to our alternative marketplaces for smaller companies and growth companies in the Nordic and Baltic regions.

AML: Anti-money Laundering

EBITDA: Earnings Before Interest, Taxes, Depreciation and Amortization

FICC: Fixed Income and Commodities Trading and Clearing

NPM: Nasdaq Private Market, LLC

UTP Plan: Joint SRO Plan Governing the Collection, Consolidation, and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on a UTP Basis

NASDAQ, the NASDAQ logos, and other brand, service or product names or marks referred to in this report are trademarks or service marks, registered or otherwise, of Nasdaq, Inc. and/or its subsidiaries.

This Annual Report on Form 10-K includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys.

Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete.

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

Data in this Annual Report on Form 10-K for IPOs and new listings of equity securities on the Nasdaq Nordic and Nasdaq Baltic exchanges and Nasdaq First North also is based on data generated internally by us.

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

Nasdaq intends to use its website, ir.nasdaq.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD and other disclosure obligations.

*The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions.

Words such as “may,” “will,” “could,” “should,” “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words or terms of similar substance used in connection with any discussion of future expectations as to industry and regulatory developments or business initiatives and strategies, future operating results or financial performance, and other future developments are intended to identify forward-looking statements.

*•our ability to successfully integrate acquired businesses or divest sold businesses or assets, including the fact that any integration or transition may be more difficult, time consuming or costly than expected, and we may be unable to realize synergies from business combinations, acquisitions, divestitures or other transactional activities;*

*•our ability to keep up with rapid technological advances, including our ability to effectively manage the development and use of AI in certain of our products and offerings, and adequately address cybersecurity risks;*

*•economic, political, regulatory and market conditions and fluctuations, including inflation, tariffs, interest rate and foreign currency risk inherent in U.S. and international operations, and geopolitical instability;*

Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events.

[removed: Risk Management and] [added: Risk Management and] Strategy

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

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

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

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

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

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

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

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

Cybersecurity is an integral part of risk management at [removed: Nasdaq.]

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

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

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

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

Nasdaq’s brand and role as a critical infrastructure provider

for global financial markets, the operator of The Nasdaq

Stock Market and exchanges, central securities depositories

and a clearinghouse in Europe, and the provider of

information and technology services to banks, international

market operators and exchanges, publicly-traded companies

and other high-profile customers make us an attractive target

for cybersecurity threat actors and attacks.

These include

adversarial nations and state-sponsored actors, hacktivists

and ransomware deployers or other financially motivated

criminals.

Impacts of a cybersecurity incident may include:

financial and reputational damage, resulting from the loss of

customer confidence in our company, exchange, products or

offerings; potential regulatory enforcement actions; or

litigation, either from governmental authorities, shareholders,

or other litigants, including customers asserting our failure to

comply with contractual obligations.

To date, no risks from

cybersecurity threats, including as a result of any previous

cybersecurity incidents, have materially affected or are

reasonably likely to materially affect our business, our

business strategy, our results of operations or financial

condition.

For further information, see “Our role in the global

marketplace positions us at greater risk for a cyberattack” and

“Expanded cybersecurity regulations, and increased

cybersecurity infrastructure and compliance costs, may

adversely impact our results of operations” in “Item 1A, Risk

Factors” of this Annual Report on Form 10-K.

adoption of NIST CSF and NIST 800-53 security control

frameworks and adaptive ongoing threat analysis.

In addition,

conducts a risk assessment of any novel technologies Nasdaq

plans to implement.

Our policies and our baseline security

layered defense systems.

We have 18 System and

Organization Controls Type 2, or SOC 2, certifications with

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

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

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

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

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

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

We periodically engage external advisors to perform an independent assessment of the maturity of Nasdaq’s information security programs, and compare our programs to our financial and technology industry peers.

On a periodic basis, our management team and the Board of Directors conduct tabletop exercises and simulations in cybersecurity matters with assistance from internal and outside experts.

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

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

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

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

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

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

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

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

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

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

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

members with expertise in application security; governance and compliance; program and vulnerability management; security engineering; security operations security assurance; and threat intelligence and security architecture.

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

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

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

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

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

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

[removed: We] do not own any real property.

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

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

[removed: Instead, most of our properties] are used by two or more segments.

[removed: We regularly monitor the] facilities we occupy to ensure that they suit our needs in a [removed: hybrid work environment.]

[removed: We believe the facilities that we] occupy are adequate for the purposes for which they are [removed: currently used and are well-maintained.]

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

We

Our U.S. headquarters are

headquarters are located in Stockholm, Sweden.

We also

lease space in multiple locations around the world, which are

used for research and development, sales and support, and

administrative activities, as well as for data centers and

disaster preparedness facilities.

particular business segment.

Instead, most of our properties

We regularly monitor the

hybrid work environment.

We believe the facilities that we

currently used and are well-maintained.

See Note 16,

discussion.

We also lease space in multiple locations around the world, which are used for research and development, sales and support, and administrative activities, as well as for data centers and disaster preparedness facilities.

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

Purchases of Equity Securities by the Issuer [removed: and Affiliated Purchasers][added: and]

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

[removed: | Share repurchase program | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,745 | |][added: See “Share Repurchase Program,” of Note 12, “Nasdaq]

[removed: | December 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: In December]

| Total Quarter Ended December 31, [removed: 2024 | | | | | | | | | | | | | | | | | |] [added: 2025] | | | | | | | | |

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

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

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

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

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

| | [removed: | | 2019 | | | | | |] 2020 | | [removed: | | | |] 2021 | | [removed: | | | |] 2022 | | [removed: | | | |] 2023 | | [removed: | | | |] 2024 | | [added: 2025] |

| Nasdaq Composite Index | [removed: | |] 100 | | [removed: | | | | 145 | | | | | | 177 | |] [added: 122] | | [added: 82] | | 119 | | [removed: | | | | 173 | | | | | | 224] [added: 154] | | [added: 187] |

[removed: The figures represented below assume an initial] investment of $100 in the common stock or index at the closing price on December 31, [removed: 2019] [added: 2020] and the reinvestment of all [removed: dividends.]

[removed: ][added: ]

Stockholder Matters and Issuer Purchases of Equity

Securities

Our common stock is listed on The Nasdaq Stock Market

under the ticker symbol “NDAQ.” As of February 3, 2026,

we had approximately 177 holders of record of our common

stock

Stockholders’ Equity,” to the consolidated financial

program.

Affiliated Purchasers

Under our board approved share repurchase program, we

may repurchase shares from time to time at prevailing market

prices in open market purchases, privately-negotiated

transactions, block purchases, an accelerated share

repurchase program or otherwise, as determined by our

management.

As of December 31, 2025, the remaining

aggregate authorized amount under the existing share

repurchase program was $1.1 billion.

The share repurchase

program may be suspended, modified or discontinued at any

time, and has no defined expiration date.

The table below represents repurchases made by or on behalf

of us or any “affiliated purchaser” of our common stock

during the fiscal quarter ended December 31, 2025:

| | | | | | | | | |

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

| October 2025 | | | | | | | | |

| Share repurchase program | | 1,812,219 | | $88.59 | | 1,812,219 | | $1,254 |

| Employee transactions | | 25,679 | | $89.10 | | N/A | | N/A |

| November 2025 | | | | | | | | |

| Share repurchase program | | 760,264 | | $91.47 | | 760,264 | | $1,185 |

| Employee transactions | | 11,491 | | $85.49 | | N/A | | N/A |

| December 2025 | | | | | | | | |

| Share repurchase program | | 622,256 | | $89.24 | | 622,256 | | $1,129 |

| Employee transactions | | 33,186 | | $90.22 | | N/A | | N/A |

| Share repurchase program | | 3,194,739 | | $89.40 | | 3,194,739 | | $1,129 |

| Employee transactions | | 70,356 | | $89.04 | | N/A | | N/A |

- Employee transactions represents shares surrendered to us

to satisfy tax withholding obligations arising from the

vesting of restricted stock and PSUs previously issued to

Our common stock is listed on The Nasdaq Stock Market under the ticker symbol “NDAQ.” As of February 12, 2025, we had approximately 193 holders of record of our common stock.

The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2024:

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

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

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

| Employee transactions | | | | | | 4,444 | | | | | | $ | 73.00 | | | | | N/A | | | | | | N/A | | |

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

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

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

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

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

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

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

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

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

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

Nasdaq’s consolidated financial statements, including

Consolidated Balance Sheets as of December 31, 2025 and

2024, Consolidated Statements of Income for the years ended

December 31, 2025, 2024 and 2023, Consolidated Statements

of Comprehensive Income for the years ended December 31,

2025, 2024 and 2023, Consolidated Statements of Changes in

Stockholders’ Equity for the years ended December 31, 2025,

2024 and 2023, Consolidated Statements of Cash Flows for

the years ended December 31, 2025, 2024 and 2023 and

notes to our consolidated financial statements, together with a

report thereon of Ernst & Young LLP, dated February 12,

2026, are attached hereto as pages F-1 through F-44 and

incorporated by reference herein.

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

on Accounting and Financial Disclosure

[removed: Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting]

Management is responsible for the preparation and integrity [removed: of the consolidated financial statements appearing in the reports that we file with the SEC.]

[removed: Management is also responsible for establishing and] maintaining adequate internal control over Nasdaq’s financial [removed: reporting.]

[removed: This evaluation included review of the documentation of controls, evaluation of the design] effectiveness of [removed: controls, testing of the operating effectiveness of] controls and a conclusion on this evaluation.

Based on its assessment, our management believes that, as of [removed: December 31, 2024, our internal control over financial reporting is effective.]

Report of Independent Registered Public [removed: Accounting Firm][added: Accounting]

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

[removed: The Company’s management is responsible for maintaining] effective internal control over financial reporting and for its [removed: assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.]

[removed: Our responsibility is to express an opinion on the] Company’s internal control over financial reporting based on [removed: our audit.]

We conducted our audit in accordance with the standards of [removed: the PCAOB.]

[removed: We believe that] our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control [removed: Over Financial Reporting][added: Over]

Because of its inherent limitations, internal control over [removed: financial reporting may not prevent or detect misstatements.]

Nasdaq’s management, with the participation of Nasdaq’s

Chief Executive Officer, and Executive Vice President and

Chief Financial Officer, has evaluated the effectiveness of

Nasdaq’s disclosure controls and procedures (as defined in

Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act)

as of the end of the period covered by this report.

Based upon

that evaluation, Nasdaq’s Chief Executive Officer and

Executive Vice President and Chief Financial Officer, have

concluded that, as of the end of such period, Nasdaq’s

disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in Nasdaq’s internal control over

financial reporting (as defined in Rule 13a-15(f) and Rule

15d-15(f) under the Exchange Act) that occurred during the

quarter ended December 31, 2025 that have materially

affected, or are reasonably likely to materially affect,

Nasdaq’s internal control over financial reporting.

Management’s Report on Internal Control Over

Financial Reporting

of the consolidated financial statements appearing in the

reports that we file with the SEC.

The consolidated financial

statements were prepared in conformity with U.S. generally

accepted accounting principles and include amounts based on

management’s estimates and judgments.

Management is also responsible for establishing and

reporting.

Although there are inherent limitations in the

effectiveness of any system of internal control over financial

reporting, or ICFR, we maintain a system of internal control

that is designed to provide reasonable assurance as to the fair

and reliable preparation and presentation of the consolidated

financial statements, as well as to safeguard assets from

unauthorized use or disposition that could have a material

effect on the financial statements.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2025,

based on criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring

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

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

Changes in Internal Control Over Financial Reporting There have been no changes in Nasdaq’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, Nasdaq’s internal control over financial reporting.

The consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles and include amounts based on management’s estimates and judgments.

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

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).

Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on Nasdaq’s internal control over financial reporting, which is included herein.

We have audited Nasdaq, Inc.’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) (the COSO criteria).

In our opinion, Nasdaq, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 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 and our report dated February 21, 2025 expressed an unqualified opinion thereon.

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.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

February 21, 2025

During the three months ended December 31, 2025, none of

the Company’s directors or officers adopted, terminated or

modified a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement” (as such terms are defined in

Item 408 of Regulation S-K).

During the three months ended December 31, 2024, none of the Company’s directors or officers adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) except as follows and each of which is intended to satisfy the affirmative defense of Rule 10b5-1(c): (i) on November 1, 2024, Bradley J.

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

Vested shares are net of tax withholding.

Prevent Inspections

[removed: Information about Nasdaq’s executive officers, as required by Item 401 of Regulation S-K, is incorporated by] reference from the discussion under the caption “Other [removed: Items-Executive Officers” in the Proxy Statement.][added: Items]

Governance

Information about Nasdaq’s directors, as required by

Item 401 of Regulation S-K, is incorporated by reference, if

applicable, from the discussion under the caption “Our Board

\- Director Nominees” in Nasdaq’s Proxy Statement.

Information about Nasdaq’s executive officers, as required

by Item 401 of Regulation S\-K, is incorporated by reference

from the discussion under the caption “Executive Officers” in

the Proxy Statement.

Information about Section 16 reports, as

required by Item 405 of Regulation S-K, is incorporated by

\- Delinquent Section 16(a) Reports” in the Proxy Statement.

Information about Nasdaq’s code of ethics, as required by

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

Information about Section 16 reports, as required by Item 405 of Regulation S-K, is incorporated by reference from the discussion under the caption “Other Items-Delinquent Section 16(a) Reports” in the Proxy Statement.

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

Information about Nasdaq’s nomination procedures, Audit & Risk Committee and Audit & Risk Committee financial experts, as required by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K, is incorporated by reference from the discussions under the headings “Director Nominees” and “Board Committees” in the Proxy Statement.

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

Nasdaq also follows procedures for the repurchase of its securities.

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

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

from the discussion under the caption "Governance - Ethics

and Compliance" in the Proxy Statement.

Information about

Nasdaq’s nomination procedures, Audit & Risk Committee

and Audit & Risk Committee financial experts, as required

by Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-

K, is incorporated by reference from the discussions under

the headings “Our Board \- Director Nominees” and “Our

Board - Board Committees” in the Proxy Statement.

Nasdaq has an insider trading policy governing the purchase,

sale and other dispositions of Nasdaq’s securities that applies

to all Nasdaq personnel, including directors, officers,

employees, and other covered persons, as well as Nasdaq

itself.

Nasdaq also follows procedures for the repurchase of

its securities.

Nasdaq believes that its insider trading policy is

reasonably designed to promote compliance with insider

trading laws, rules and regulations, as well as applicable

listing standards.

A copy of Nasdaq’s insider trading policy is

filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Information about Nasdaq’s director and executive

compensation, as required by Items 402, 407(e)(4) and

407(e)(5) of Regulation S-K, is incorporated by reference

from the discussions under the headings “Our Board -

Director Compensation” and “Executive

Compensation” (except under “Pay versus Performance”) in

the Proxy Statement.

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

Nasdaq’s Equity Plan provides for the issuance of our equity [removed: securities to all employees and directors as part of their compensation plan.]

In addition, in jurisdictions where participation in the ESPP [removed: is permitted, all our employees are eligible.]

Offering periods under the ESPP [removed: are six months in duration.]

[removed: As of December 31, 2024, all] our employees are eligible to participate.

The Equity Plan and the ESPP have been previously [removed: approved by our stockholders.]

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

| Equity compensation plans approved by stockholders | | [removed: | | | |] 1,420,323 | | [removed: | | | | $ | 41.79 | | | | | 33,615,389] [added: $41.79] | | [added: 31,636,261] |

| Equity compensation plans not approved by stockholders | | [removed: | | | |] — | | [removed: | | | |] — | | [removed: | | | |] — | [removed: | |]

[removed: - As of December 31, 2024, we also had 6,353,018 shares to] be issued upon vesting of outstanding restricted stock and [removed: PSUs.]

Owners and Management and Related Stockholder

Matters

Information about security ownership of certain beneficial

owners and management, as required by Item 403 of

Regulation S-K, is incorporated by reference from the

discussion under the heading “Other Items - Security

Ownership of Certain Beneficial Owners and Management”

in the Proxy Statement.

securities to all employees and directors as part of their

compensation plan.

is permitted, all our employees are eligible.

Employees may

purchase shares of our common stock at a 15% discount to

the lesser of the closing price of our common stock on (i) the

first trading day of the offering period or (ii) the last trading

day of the offering period.

are nine months in duration.

As of December 31, 2025, all

approved by our stockholders.

The following table sets forth

information regarding outstanding options and shares

reserved for future issuance under all of Nasdaq’s

compensation plans as of December 31, 2025.

| | | | | | | |

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

| Total | | 1,420,323 | | $41.79 | | 31,636,261 |

- As of December 31, 2025, we also had 6,298,594 shares to

PSUs.

- The number of shares remaining available for future

issuance under equity compensation plans (excluding

shares reflected in column (a) includes 21,559,043 shares

of common stock that may be awarded pursuant to the

Equity Plan and (b) 10,077,218 shares of common stock

that may be issued pursuant to the ESPP.

Information about security ownership of certain beneficial owners and management, as required by Item 403 of Regulation S-K, is incorporated by reference from the discussion under the heading “Other Items-Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

Employees may purchase shares of our common stock at a 15% discount to the lesser of the closing price of our common stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period.

The following table sets forth information regarding outstanding options and shares reserved for future issuance under all of Nasdaq’s compensation plans as of December 31, 2024.

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

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

| Total | | | | | | 1,420,323 | | | | | | $ | 41.79 | | | | | 33,615,389 | | |

- The number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a) includes 22,886,514 shares of common stock that may be awarded pursuant to the Equity Plan and (b) 10,728,875 shares of common stock that may be issued pursuant to the ESPP.

and Director Independence

Information about certain relationships and related

transactions, as required by Item 404 of Regulation S-K, is

incorporated herein by reference from the discussion under

the heading “Other Items - Certain Relationships and Related

Transactions” in the Proxy Statement.

Information about

director independence, as required by Item 407(a) of

Regulation S-K, is incorporated herein by reference from the

discussion under the heading “Our Board - Director

Nominees” in the Proxy Statement.

Information about certain relationships and related transactions, as required by Item 404 of Regulation S-K, is incorporated herein by reference from the discussion under the heading “Other Items-Certain Relationships and Related Transactions” in the Proxy Statement.

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

Information about principal accountant fees and services, as

required by Item 9(e) of Schedule 14A, is incorporated herein

by reference from the discussion under the heading “Annual

Evaluation and 2026 Selection of the Independent Auditors”

in the Proxy Statement.

Information about principal accountant fees and services, as required by Item 9(e) of Schedule 14A, is incorporated herein by reference from the discussion under the heading “Annual Evaluation and 2025 Selection of the Independent Auditors” in the Proxy Statement.

All schedules are omitted because they are not applicable or [removed: the required information is included in the consolidated financial statements or notes.]

| [removed: Exhibit Number | | | | | |] [added: Exhibit Number] | | |

| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-22.htm) | | | |] [added: [2.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-22.htm)] | | Share Purchase Agreement, dated as of November 18, 2020, by and among Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq, Verafin Holdings Inc., certain shareholders of Verafin (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers (incorporated herein by reference to Exhibit 2.2 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021).† | [removed: | |]

| [removed: [2.2](http://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-23.htm) | | | |] [added: [2.2](https://www.sec.gov/Archives/edgar/data/1120193/000112019321000011/ndaq12312020ex-23.htm)] | | Amendment to Share Purchase Agreement, dated as of February 11, 2021, by and among Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq, Verafin Holdings Inc., certain shareholders of Verafin (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers (incorporated herein by reference to Exhibit 2.3 to the Annual Report on Form 10-K for the year ended December 31, 2020 filed on February 23, 2021). | [removed: | |]

| [removed: [2.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312523164839/d476077dex21.htm) | | | |] [added: [2.3](https://www.sec.gov/Archives/edgar/data/1120193/000119312523164839/d476077dex21.htm)] | | Agreement and Plan of Merger, dated as of June 10, 2023, by and among Nasdaq, Inc., Argus Merger Sub 1, Inc., Argus Merger Sub 2, LLC, Adenza Holdings, Inc. and Adenza Parent, LP. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on June 12, 2023).† | [removed: | |]

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312514024495/d665170dex31.htm) | | | |] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1120193/000119312514024495/d665170dex31.htm)] | | Amended and Restated Certificate of Incorporation of Nasdaq (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 28, 2014). | [removed: | |]

| [removed: [3.1.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312514024495/d665170dex311.htm) | | | |] [added: [3.1.1](https://www.sec.gov/Archives/edgar/data/1120193/000119312514024495/d665170dex311.htm)] | | Certificate of Elimination of Nasdaq’s Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1.1 to the Current Report on Form 8-K filed on January 28, 2014). | [removed: | |]

| [removed: [3.1.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312514418471/d823798dex31.htm) | | | |] [added: [3.1.2](https://www.sec.gov/Archives/edgar/data/1120193/000119312514418471/d823798dex31.htm)] | | Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form [removed: 8-K] [added: 8- K] filed on November 19, 2014). | [removed: | |]

| [removed: [3.1.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312515314459/d48431dex31.htm) | | | |] [added: [3.1.3](https://www.sec.gov/Archives/edgar/data/1120193/000119312515314459/d48431dex31.htm)] | | Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form [removed: 8-K] [added: 8- K] filed on September 8, 2015). | [removed: | |]

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

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312516773816/d294194dex32.htm) | | | |] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1120193/000119312526015293/d71294dex32.htm)] | | Nasdaq’s [added: Amended and Restated] By-Laws (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on [removed: November 21, 2016). | |] [added: January 16, 2026).] |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019315000018/ndaq-20150930xex4.htm) | | | |] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019315000018/ndaq-20150930xex4.htm)] | | Form of Common Stock certificate (incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed on November 4, 2015). | [removed: | |]

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312508045251/dex102.htm) | | | |] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1120193/000119312508045251/dex102.htm)] | | Stockholders’ Agreement, dated as of February 27, 2008, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Borse Dubai Limited (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 3, 2008). | [removed: | |]

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

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

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312508045251/dex103.htm) | | | |] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1120193/000119312508045251/dex103.htm)] | | Registration Rights Agreement, dated as of February 27, 2008, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 3, 2008). | [removed: | |]

| [removed: [4.3.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4111.htm) | | | |] [added: [4.3.1](https://www.sec.gov/Archives/edgar/data/1120193/000119312509039333/dex4111.htm)] | | First Amendment to Registration Rights Agreement, dated as of February 19, 2009, among Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.), Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (incorporated herein by reference to Exhibit 4.11.1 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009). | [removed: | |]

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1120193/000119312511045348/dex412.htm) | | | |] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1120193/000119312511045348/dex412.htm)] | | Stockholders’ Agreement, dated as of December 16, 2010, between Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) and Investor AB (incorporated herein by reference to Exhibit 4.12 to the Annual Report on Form 10-K for the year ended December 31, 2010 filed on February 24, 2011). | [removed: | |]

| [removed: [4.4.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312522307314/d423787dex41.htm) | | | |] [added: [4.4.1](https://www.sec.gov/Archives/edgar/data/1120193/000119312522307314/d423787dex41.htm)] | | First Amendment to Nasdaq Stockholders’ Agreement, dated as of December 14, 2022, between Nasdaq, Inc. and Investor AB (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 16, 2022). | [removed: | |]

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/d655352dex41.htm) | | | |] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1120193/000119312523270374/d655352dex41.htm)] | | Stockholders’ Agreement, dated as of November 1, 2023, by and among Nasdaq, Inc., Adenza Parent, LP and Thoma Bravo, L.P. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 3, 2023). | [removed: | |]

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

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

| [removed: [4.7.1](http://www.sec.gov/Archives/edgar/data/1120193/000119312516615297/d167131dex41.htm) | | | |] [added: [4.7.1](https://www.sec.gov/Archives/edgar/data/1120193/000119312516615297/d167131dex41.htm)] | | Fourth Supplemental Indenture, dated as of June 7, 2016, among Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to [added: Exhibit 4.1 to] the Current Report on Form 8-K filed on June 7, 2016). | [removed: | |]

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

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1120193/000119312520035607/d888173dex42.htm) | | | |] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1120193/000119312520035607/d888173dex42.htm)] | | Seventh Supplemental Indenture, dated February 13, 2020, among Nasdaq, Inc., Wells Fargo Bank, National Association, as Trustee, and HSBC Bank USA, National Association, as paying agent and as registrar and transfer agent (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-A filed on February 13, 2020). | [removed: | |]

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1120193/000119312520123181/d836687dex42.htm) | | | |] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1120193/000119312520123181/d836687dex42.htm)] | | Eighth Supplemental Indenture, dated April 28, 2020, by and between Nasdaq, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 28, 2020). | [removed: | |]

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

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

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

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

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex42.htm) | | | |] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex42.htm)] | | Fourteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 28, 2023). | [removed: | |]

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex43.htm) | | | |] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex43.htm)] | | Fifteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 28, 2023). | [removed: | |]

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex44.htm) | | | |] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex44.htm)] | | Sixteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on June 28, 2023). | [removed: | |]

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex45.htm) | | | |] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex45.htm)] | | Seventeenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.5 to the Current Report on Form 8-K filed on June 28, 2023). | [removed: | |]

| [removed: [4.19](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex46.htm) | | | |] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex46.htm)] | | Eighteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated herein by reference to Exhibit 4.6 to the Current Report on Form 8-K filed on June 28, 2023). | [removed: | |]

| [removed: [4.20](http://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex47.htm) | | | |] [added: [4.20](https://www.sec.gov/Archives/edgar/data/1120193/000119312523177619/d494014dex47.htm)] | | Nineteenth Supplemental Indenture, dated as of June 28, 2023, by and between Nasdaq, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee and HSBC Bank USA, National Association, as paying agent, registrar and transfer agent (incorporated herein by reference to Exhibit 4.7 to the Current Report on Form 8-K filed on June 28, 2023). | [removed: | |]

| [removed: [4.21](http://www.sec.gov/Archives/edgar/data/1120193/000112019324000006/ndaq12312023ex-421.htm) | | | |] [added: [97.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001120193/000112019324000006/ndaq-20231231.htm)] | | [removed: Description of Securities] [added: Supplemental Executive Officer Recoupment Policy] (incorporated herein by reference to Exhibit [removed: 4.21] [added: 97.1] to the Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 21, [removed: 2024). | |] [added: 2024).*] |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000022/ndaq6302023ex-101.htm) | | | |] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1120193/000112019325000018/ndaq6302025ex-101xdirector.htm)] | | [removed: Amended and Restated] Board Compensation Policy, [added: as amended and restated,] effective on June [removed: 21, 2023] [added: 11, 2025] (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2023] [added: 2025] filed on [removed: August 2, 2023).* | |] [added: July 25, 2025).*] |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1120193/000119312515181962/d922883dex101.htm) | | | |] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1120193/000119312515181962/d922883dex101.htm)] | | Nasdaq Executive Corporate Incentive Plan, effective as of January 1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 11, 2015).* | [removed: | |]

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1120193/000119312518175257/d583425dex101.htm) | | | |] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1120193/000119312518175257/d583425dex101.htm)] | | Nasdaq, Inc. Equity Incentive Plan (as amended and restated as of April 24, 2018) (incorporated herein by reference to Exhibit 10.1 to the Form S-8 filed on May 25, 2018).* | [removed: | |]

the required information is included in the consolidated

financial statements or notes.

| | | |

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

| | | |

| | | |

| | | |

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

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| [3.1.5](https://www.sec.gov/Archives/edgar/data/1120193/000119312526015293/d71294dex31.htm) | | Certificate of Amendment of Nasdaq’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8- K filed on January 16, 2026). |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

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

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

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

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | | | | | | | |

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

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

| [10.30](http://www.sec.gov/Archives/edgar/data/1120193/000112019323000014/ndaq12312022ex-1025.htm) | | | | | | Verafin Holdings Inc. Amended and Restated Management Incentive Plan Award Agreement, by and between Verafin Solutions ULC and Brendan Brothers, dated as of January 11, 2023 (incorporated by reference herein to Exhibit 10.25 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023).* | | |

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

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

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

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

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

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

| Date: | [removed: | |] February [removed: 21, 2025 | | | |] [added: 12, 2026] | |

[removed: Pursuant to the requirements] of [removed: the Securities Exchange Act of] 1934, this report has been signed below by the following [removed: persons on behalf of the registrant and in the capacities indicated as of February 21, 2025.]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| Name: | [removed: | |] Kathryn A. Koch | [removed: | |]

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

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

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

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

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

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

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

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

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

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i8e8d97d7ae354e66abae402b1874eeb3_454)] [added: Firm](#i57dcdcb46e834e1698a5fd6d5c9b7c36_259)] (PCAOB ID 42) | [removed: | | F-[2](#i8e8d97d7ae354e66abae402b1874eeb3_454) | |] [added: F-[2](#i57dcdcb46e834e1698a5fd6d5c9b7c36_259)] |

| [Consolidated Balance [removed: Sheets](#i8e8d97d7ae354e66abae402b1874eeb3_22) | | | F-[4](#i8e8d97d7ae354e66abae402b1874eeb3_22) |] [added: Sheets](#i57dcdcb46e834e1698a5fd6d5c9b7c36_22)] | [added: F-[4](#i57dcdcb46e834e1698a5fd6d5c9b7c36_22)] |

| [Consolidated Statements of [removed: Income](#i8e8d97d7ae354e66abae402b1874eeb3_25) | | | F-[5](#i8e8d97d7ae354e66abae402b1874eeb3_25) |] [added: Income](#i57dcdcb46e834e1698a5fd6d5c9b7c36_25)] | [added: F-[5](#i57dcdcb46e834e1698a5fd6d5c9b7c36_25)] |

| [Consolidated Statements of Comprehensive [removed: Income](#i8e8d97d7ae354e66abae402b1874eeb3_28) | | | F-[6](#i8e8d97d7ae354e66abae402b1874eeb3_28) |] [added: Income](#i57dcdcb46e834e1698a5fd6d5c9b7c36_28)] | [added: F-[6](#i57dcdcb46e834e1698a5fd6d5c9b7c36_28)] |

| [Consolidated Statements of Changes in [removed: Stockholders](#i8e8d97d7ae354e66abae402b1874eeb3_31)’ [Equity](#i8e8d97d7ae354e66abae402b1874eeb3_31) | | | F-[7](#i8e8d97d7ae354e66abae402b1874eeb3_31) |] [added: Stockholders](#i57dcdcb46e834e1698a5fd6d5c9b7c36_31)’ [Equity](#i57dcdcb46e834e1698a5fd6d5c9b7c36_31)] | [added: F-[7](#i57dcdcb46e834e1698a5fd6d5c9b7c36_31)] |

| [Consolidated Statements of Cash [removed: Flows](#i8e8d97d7ae354e66abae402b1874eeb3_34) | | | F-[8](#i8e8d97d7ae354e66abae402b1874eeb3_34) |] [added: Flows](#i57dcdcb46e834e1698a5fd6d5c9b7c36_34)] | [added: F-[8](#i57dcdcb46e834e1698a5fd6d5c9b7c36_34)] |

| [Notes to Consolidated Financial [removed: Statements](#i8e8d97d7ae354e66abae402b1874eeb3_37) | | | F-[9](#i8e8d97d7ae354e66abae402b1874eeb3_37) |] [added: Statements](#i57dcdcb46e834e1698a5fd6d5c9b7c36_37)] | [added: F-[9](#i57dcdcb46e834e1698a5fd6d5c9b7c36_37)] |

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 12,

2026.

| | | |

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

| | | |

| | | |

Pursuant to the requirements of the Securities Exchange Act

persons on behalf of the registrant and in the capacities

indicated as of February 12, 2026.

| | |

| --- | --- |

| | |

| | |

| | |

| By: | * |

| | |

| By: | * |

| Title: | Director |

| | |

| By: | * |

| Title: | Director |

| | |

| By: | * |

| Title: | Director |

| | |

| By: | * |

| Title: | Director |

| | |

| By: | * |

| Title: | Director |

| | |

| --- | --- |

| | |

| By: | * |

| Title: | Director |

| | |

| By: | * |

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.

| | | | | | | | | |

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

| | | | | | |

| By: | | | * | | |

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.

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.

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.

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.

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.

February 21, 2025

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

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

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

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

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

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

| ASR agreement | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6) | | | | | | (325) | | |

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

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

| ASR agreement | | | — | | | | | | — | | | | | | (325) | | |

| Cash and cash equivalents | | | $ | 592 | | | | | $ | 453 | | | | | $ | 502 | |

| Interest paid | | | $ | 405 | | | | | $ | 177 | | | | | $ | 116 | |

(1) Includes purchases and proceeds from sales and redemptions related to the default funds and margin deposits of our clearing operations.

1.

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.

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

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.

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.

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.

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.

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.

Not applicable.

PART II