Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended			September 30, 2023
OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period			from ________ to ________

Commission file number: 001-38855

___________________________________

Nasdaq, Inc.

(Exact name of registrant as specified in its charter)

Delaware						52-1165937
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

151 W. 42nd Street,			New York,			New York			10036
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s telephone number, including area code: +1 212 401 8700

No Changes
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, $0.01 par value per share						NDAQ						The Nasdaq Stock Market
4.500% Senior Notes due 2032						NDAQ32						The Nasdaq Stock Market
0.900% Senior Notes due 2033						NDAQ33						The Nasdaq Stock Market
0.875% Senior Notes due 2030						NDAQ30						The Nasdaq Stock Market
1.75% Senior Notes due 2029						NDAQ29						The Nasdaq Stock Market

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 the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 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). Yes ☒ No ☐

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

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
Emerging growth company			☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class						Outstanding at November 1, 2023
Common Stock, $0.01 par value per share						576,964,570			shares

Nasdaq, Inc.

						Page
Part I. FINANCIAL INFORMATION
Item 1.			Financial Statements			1
			Condensed Consolidated Balance Sheets - September 30, 2023 (unaudited) and December 31, 2022			1
			Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)			2
			Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)			3
			Condensed Consolidated Statements of Changes in Stockholders' Equity - Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)			4
			Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2023 and 2022 (unaudited)			5
			Notes to Condensed Consolidated Financial Statements (unaudited)			6
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			44
Item 4.			Controls and Procedures			47
Part II. OTHER INFORMATION
Item 1.			Legal Proceedings			47
Item 1A.			Risk Factors			47
Item 2.			Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities			47
Item 3.			Defaults Upon Senior Securities			48
Item 4.			Mine Safety Disclosures			48
Item 5.			Other Information			48
Item 6.			Exhibits			48
SIGNATURES						49

i

About this Form 10-Q

Throughout this Form 10-Q, unless otherwise specified:

• “Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.

• “Nasdaq Baltic” refers to collectively, Nasdaq Tallinn AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.

• “Nasdaq BX” refers to the cash equity exchange operated by Nasdaq BX, Inc.

• “Nasdaq BX Options” refers to the options exchange operated by Nasdaq BX, Inc.

• “Nasdaq Clearing” refers to the clearing operations conducted by Nasdaq Clearing AB.

• “Nasdaq CXC” and “Nasdaq CX2” refer to the Canadian cash equity trading books operated by Nasdaq CXC Limited.

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

• “Nasdaq GEMX” refers to the options exchange operated by Nasdaq GEMX, LLC.

• “Nasdaq ISE” refers to the options exchange operated by Nasdaq ISE, LLC.

• “Nasdaq MRX” refers to the options exchange operated by Nasdaq MRX, LLC.

• “Nasdaq Nordic” refers to collectively, Nasdaq Clearing AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

• “Nasdaq PHLX” refers to the options exchange operated by Nasdaq PHLX LLC.

• “Nasdaq PSX” refers to the cash equity exchange operated by Nasdaq PHLX LLC.

• “The Nasdaq Options Market” refers to the options exchange operated by The Nasdaq Stock Market LLC.

• “The Nasdaq Stock Market” refers to the cash equity exchange and listing venue operated by The Nasdaq Stock Market LLC.

Nasdaq also provides as a tool for the reader the following list of abbreviations and acronyms that are used throughout this Quarterly Report on Form 10-Q.

2020 Credit Facility: $1.25 billion senior unsecured revolving credit facility, which was amended and restated by the 2022 Revolving Credit Agreement

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

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

2026 Notes: $500 million aggregate principal amount of 3.850% senior unsecured notes due June 30, 2026

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

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

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

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

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

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

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

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

2050 Notes: $500 million aggregate principal amount of 3.250% senior unsecured notes due April 28, 2050

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

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

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

ARR: Annualized Recurring Revenue

ASR: Accelerated Share Repurchase

AUM: Assets Under Management

CCP: Central Counterparty

CFTC: Commodity Futures Trading Commission

Equity Plan: Nasdaq Equity Incentive Plan

ESG: Environmental, Social and Governance

EMIR: European Market Infrastructure Regulation

ESPP: Nasdaq Employee Stock Purchase Plan

ETF: Exchange Traded Fund

ETP: Exchange Traded Product

Exchange Act: Securities Exchange Act of 1934, as amended

FINRA: Financial Industry Regulatory Authority

IPO: Initial Public Offering

NSCC: National Securities Clearing Corporation

OCC: The Options Clearing Corporation

OTC: Over-the-Counter

ii

PSU: Performance Share Unit

SaaS: Software as a Service

SEC: U.S. Securities and Exchange Commission

SERP: Supplemental Executive Retirement Plan

SFSA: Swedish Financial Supervisory Authority

SOFR: Secured Overnight Financing Rate

S&P: Standard & Poor’s

S&P 500: S&P 500 Stock Index

SPAC: Special Purpose Acquisition Company

TSR: Total Shareholder Return

U.S. GAAP: U.S. Generally Accepted Accounting Principles

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

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. FINRA and Trade Reporting Facility are registered trademarks of FINRA.

This Quarterly Report on Form 10-Q 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. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. For market comparison purposes, The Nasdaq Stock Market data in this Quarterly Report on Form 10-Q for IPOs is based on data generated internally by us; therefore, the data may not be comparable to other publicly-available IPO data. Data in this Quarterly Report on Form 10-Q for new listings of equity securities on The Nasdaq Stock Market is based on data generated internally by us, which includes issuers that switched from other listing venues, closed-end funds and ETPs. Data in this Quarterly Report on Form 10-Q 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. IPOs and new listings data is presented as of period end. 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. We refer you to the "Risk Factors" section in our Form 10-K for the fiscal year ended December 31, 2022 that was filed with the SEC on February 23, 2023.

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.

iii

Forward-Looking Statements

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. This Quarterly Report on Form 10-Q contains these types of statements. Words such as “may,” “will,” “could,” “should,” “anticipates,” “envisions,” “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. These include, among others, statements relating to:

*•*our strategic direction, including changes to our corporate structure;

*•*the integration of acquired businesses, including accounting decisions relating thereto;

• the scope, nature or impact of acquisitions, divestitures, investments, joint ventures or other transactional activities;

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

• our products and services;

• the impact of pricing changes;

• tax matters;

• the cost and availability of liquidity and capital; and

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

Forward-looking statements involve risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others, the following:

*•*our operating results may be lower than expected;

*•*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;

• loss of significant trading and clearing volumes or values, fees, market share, listed companies, market data customers or other customers;

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

*•*our ability to keep up with rapid technological advances and adequately address cybersecurity risks;

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

• the performance and reliability of our technology and technology of third parties on which we rely;

• any significant systems failures or errors in our operational processes;

*•*our ability to continue to generate cash and manage our indebtedness; and

*•*adverse changes that may occur in the litigation or regulatory areas, or in the securities markets generally, or increased regulatory oversight domestically or internationally.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the uncertainty and any risk related to forward-looking statements that we make. These risk factors are more fully described in the "Risk Factors" section in our Form 10-K filed with the SEC on February 23, 2023. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. You should carefully read this entire Quarterly Report on Form 10-Q, including “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the condensed consolidated financial statements and the related notes. 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. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

iv

PART I - FINANCIAL INFORMATION