Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of Nasdaq should be read in conjunction with our condensed consolidated financial statements and related notes included in this Form 10-Q. 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.

OVERVIEW

Nasdaq is a global technology company serving corporate clients, investment managers, banks, brokers, and exchange operators as they navigate and interact with the global capital markets and the broader financial system. We aspire to deliver world-leading platforms that improve the liquidity, transparency, and integrity of the global economy. Our diverse offering of data, analytics, software, exchange capabilities, and client-centric services enables clients to optimize and execute their business vision with confidence.

Our organizational structure aligns our businesses with the foundational shifts that are driving the evolution of the global financial system. In order to amplify our strategy, we aligned the Company more closely with evolving client needs into Capital Access Platforms, Financial Technology and Market Services reportable segments. All prior periods have been restated to conform to the current period presentation. See Note 18, “Business Segments,” to the condensed consolidated financial statements for further discussion of our reportable segments and geographic data, as well as how management allocates resources, assesses performance and manages these businesses as three separate segments.

Third Quarter 2024 and Recent Developments

• Nasdaq’s Index business achieved another record in Index ETP AUM, averaging $575 billion during the third quarter of 2024 and reaching $600 billion at quarter-end.

• Nasdaq strengthened its listings leadership in the U.S. in the third quarter of 2024 with a 85% win rate of eligible operating companies.

• In the third quarter of 2024, Nasdaq achieved a record quarter of U.S. equity derivatives net revenue of $107 million, with multi-listed U.S. options market share once again surpassing 30% in the quarter and 19% growth in U.S. index options volume.

• In the third quarter of 2024, we returned $138 million to shareholders through dividend payments and $88 million in repurchases of our common stock.

• In October 2024, the board of directors approved a regular quarterly cash dividend of $0.24 per share on our outstanding common stock.

Nasdaq’s Operating Results

The following tables summarize our financial performance for the three and nine months ended September 30, 2024 compared to the same periods in 2023. The comparability of our results of operations between reported periods is impacted by the acquisition of Adenza in November 2023. See Note 4, “Acquisition,” to the condensed consolidated financial statements for further discussion. For a detailed discussion of our results of operations, see “Segment Operating Results” below.

			Three Months Ended September 30,															Percentage Change
			2024						2023
			(in millions, except per share amounts)
Revenues less transaction-based expenses			$	1,146					$	940								21.9		%
Operating expenses			698						509									37.3		%
Operating income			$	448					$	431								3.7		%
Net income attributable to Nasdaq			$	306					$	294								3.9		%
Diluted earnings per share			$	0.53					$	0.60								(11.3)		%
Cash dividends declared per common share			$	0.24					$	0.22								9.1		%
			Nine Months Ended September 30,												Percentage Change
			2024						2023
			(in millions, except per share amounts)
Revenues less transaction-based expenses			$	3,422					$	2,778								23.2		%
Operating expenses			2,141						1,553									37.9		%
Operating income			$	1,281					$	1,225								4.5		%
Net income attributable to Nasdaq			$	762					$	862								(11.6)		%
Diluted earnings per share			$	1.32					$	1.74								(24.6)		%
Cash dividends declared per common share			$	0.70					$	0.64								9.4		%

In countries with currencies other than the U.S. dollar, revenues and expenses are translated using monthly average exchange rates. Impacts on our revenues less transaction-based expenses and operating income associated with fluctuations in foreign currency are discussed in more detail under “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”

The following chart summarizes our ARR (in millions):

ARR for a given period is the current annualized value derived from subscription contracts with a defined contract value. This excludes contracts that are not recurring, are one-time in nature, or where the contract value fluctuates based on defined metrics. ARR is currently one of our key performance metrics to assess the health and trajectory of our recurring business. ARR does not have any standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. 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. We do not include the future committed increases in the contract value as of the date of the ARR calculation. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

The ARR chart includes:

▪						Proprietary market data subscriptions and annual listing fees within our Data & Listing Services business, index data subscriptions and guaranteed minimum on futures contracts within our Index business and subscription contracts under our Workflow & Insights business.
▪						SaaS subscription and support contracts related to Verafin, surveillance, market technology, AxiomSL, Calypso and trade management services, 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 September 30, 2024 and 2023 (in millions):

Segment Operating Results

The following tables present our revenues by segment:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Capital Access Platforms			$	501					$	456											9.7		%
Financial Technology			371						238												56.0		%
Market Services			1,022						747												36.7		%
Other revenues			8						10												(13.3)		%
Total revenues			$	1,902					$	1,451											31.0		%
Transaction rebates			(513)						(447)												14.7		%
Brokerage, clearance and exchange fees			(243)						(64)												278.1		%
Total revenues less transaction-based expenses			$	1,146					$	940											21.9		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Capital Access Platforms			$	1,460					$	1,309											11.6		%
Financial Technology			1,183						700												68.9		%
Market Services			2,700						2,378												13.6		%
Other revenues			27						30												(10.9)		%
Total revenues			$	5,370					$	4,417											21.6		%
Transaction rebates			(1,478)						(1,377)												7.3		%
Brokerage, clearance and exchange fees			(470)						(262)												79.9		%
Total revenues less transaction-based expenses			$	3,422					$	2,778											23.2		%

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

CAPITAL ACCESS PLATFORMS

The following tables present revenues from our Capital Access Platforms segment:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Data & Listing Services			$	190					$	188											1.0		%
Index			182						144												26.4		%
Workflow & Insights			129						124												3.6		%
Total Capital Access Platforms			$	501					$	456											9.7		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Data & Listing Services			$	562					$	559											0.5		%
Index			517						383												35.3		%
Workflow & Insights			381						367												3.8		%
Total Capital Access Platforms			$	1,460					$	1,309											11.6		%

						As of September 30,
						2024						2023
ARR (in millions)						$	1,254					$	1,222

Data & Listing Services Revenues

The following tables present key drivers from our Data & Listing Services business:

						Three Months Ended September 30,
						2024						2023
IPOs
The Nasdaq Stock Market						48						39
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic						1						—
Total new listings
The Nasdaq Stock Market						138						87
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic						6						3
						Nine Months Ended September 30,
						2024						2023
IPOs
The Nasdaq Stock Market						114						102
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic						7						3
Total new listings
The Nasdaq Stock Market						301						230
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic						18						16
						As of September 30,
						2024						2023
ARR (in millions)						$	683					$	679
Number of listed companies
The Nasdaq Stock Market						4,039						4,086
Exchanges that comprise Nasdaq Nordic and Nasdaq Baltic						1,186						1,236

In the table above:

• For the three months ended September 30, 2024 and 2023, IPOs included 15 and 4 SPACs, respectively. For the nine months ended September 30, 2024 and 2023, IPOs included 28 and 19 SPACs, respectively. The number of total listed companies on The Nasdaq Stock Market for the nine months ended September 30, 2024 and 2023 included 712 and 570 ETPs, respectively.

• IPOs, new listings (which includes IPOs) and total listed companies for exchanges that comprise Nasdaq Nordic and Nasdaq Baltic represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies listed on the alternative markets of Nasdaq First North.

Data & Listing Services revenues were essentially unchanged for the three and nine months ended September 30, 2024 compared with the same periods in 2023 as new data sales, price increases on regulated data and higher usage, as well as new listings, were primarily offset by lower annual fees due to the impact of 2023 delistings and downgrades and lower amortization of prior period initial listing fees.

Index Revenues

The following table presents key drivers from our Index business:

						As of or Three Months Ended September 30,
						2024						2023
Number of licensed ETPs						388						366
TTM change in period end ETP AUM tracking Nasdaq indices (in billions)
Beginning balance						$	411					$	311
Net appreciation						143						78
Net impact of ETP sponsor switches						(16)						(2)
Net inflows						62						24
Ending balance						$	600					$	411
Quarterly average ETP AUM tracking Nasdaq indices (in billions)						$	575					$	423
ARR (in millions)						$	74					$	72

In the table above, TTM represents trailing twelve months. The number of listed ETPs as of September 30, 2023 has been updated to reflect a revised methodology whereby an ETP listed on multiple exchanges is counted as one product, rather than formerly being counted per exchange. This change has no impact on reported AUM.

Index revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher AUM in exchange traded products linked to Nasdaq indices and growth in trading volume on futures contracts linked to the Nasdaq-100 Index. The increase in the first nine months of 2024 also includes a $16 million one-time item related to a legal settlement to recoup revenue.

Workflow & Insights Revenues

The following table presents key drivers from our Workflow & Insights business:

			As of or Three Months Ended September 30
			2024						2023
			(in millions)
ARR			$	497					$	471
Quarterly annualized SaaS revenues			427						402

Workflow & Insights revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to an increase in analytics revenues. The increase was primarily due to higher Data Link sales and growth in our eVestment product offerings.

FINANCIAL TECHNOLOGY

The following tables present revenues from our Financial Technology segment:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Financial Crime Management Technology			$	69					$	58											19.8		%
Regulatory Technology			68						35												92.2		%
Capital Markets Technology			234						145												61.6		%
Total Financial Technology			$	371					$	238											56.0		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Financial Crime Management Technology			$	200					$	163											22.1		%
Regulatory Technology			253						102												148.5		%
Capital Markets Technology			730						435												67.7		%
Total Financial Technology			$	1,183					$	700											68.9		%

Financial Crime Management Technology Revenues

The following table presents key drivers for our Financial Crime Management Technology business:

						As of or Three Months Ended September 30
						2024						2023
						(in millions)
ARR and Quarterly annualized SaaS revenues						$	268					$	216

Financial Crime Management Technology revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to price increases, new sales to existing clients and new customer acquisitions, particularly small and medium-sized businesses.

Regulatory Technology Revenues

The following table presents key drivers for our Regulatory Technology business:

						As of or Three Months Ended September 30
						2024						2023
						(in millions)
ARR						$	350					$	132
Quarterly annualized SaaS revenues						188						116

Regulatory Technology revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to the inclusion of revenues from AxiomSL associated with our acquisition of Adenza and higher surveillance revenues, partially offset by a one-time revenue reduction recognized in the third quarter of 2024 related to a purchase accounting adjustment. See Note 3, “Revenue from Contracts with Customers,” to the condensed consolidated financial statements for discussion on the measurement period adjustment.

Capital Markets Technology Revenues

The following table presents key drivers for our Capital Markets Technology business:

						As of or Three Months Ended September 30
						2024						2023
						(in millions)
ARR						$	864					$	511
Quarterly annualized SaaS revenues						128						39

Capital Markets Technology revenues increased in the third quarter and first nine months of 2024 compared with the same periods in 2023. The increase for both periods was primarily due to the inclusion of revenues from Calypso associated with our acquisition of Adenza. The increase was also driven by subscription revenue from trade management services and market technology, partially offset by lower market technology professional services revenue due to a large project delivery in the comparative period.

MARKET SERVICES

The following tables present revenues from our Market Services segment:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Market Services			$	1,022					$	747											36.7		%
Transaction-based expenses:
Transaction rebates			(513)						(447)												14.7		%
Brokerage, clearance and exchange fees			(243)						(64)												278.1		%
Total Market Services, net			$	266					$	236											12.6		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Market Services			$	2,700					$	2,378											13.6		%
Transaction-based expenses:
Transaction rebates			(1,478)						(1,377)												7.3		%
Brokerage, clearance and exchange fees			(470)						(262)												79.9		%
Total Market Services, net			$	752					$	739											1.8		%

The following tables present net revenues by product from our Market Services segment:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
U.S. Equity Derivative Trading			$	107					$	92											16.4		%
Cash Equity Trading			107						93												14.5		%
U.S. Tape plans			35						35												0.9		%
Other			17						16												4.9		%
Total Market Services, net			$	266					$	236											12.6		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
U.S. Equity Derivative Trading			$	289					$	283											1.9		%
Cash Equity Trading			317						299												6.3		%
U.S. Tape plans			94						107												(11.6)		%
Other			52						50												2.1		%
Total Market Services, net			$	752					$	739											1.8		%

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

U.S. Equity Derivative Trading

The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers from our U.S. Equity Derivative Trading business:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
U.S. Equity Derivative Trading Revenues			$	374					$	316											18.0		%
Section 31 fees			27						9												176.7		%
Transaction-based expenses:
Transaction rebates			(266)						(223)												18.8		%
Section 31 fees			(27)						(9)												176.7		%
Brokerage and clearance fees			(1)						(1)												(30.0)		%
U.S. Equity Derivative Trading Revenues, net			$	107					$	92											16.4		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
U.S. Equity Derivative Trading Revenues			$	1,031					$	940											9.6		%
Section 31 fees			57						43												32.4		%
Transaction-based expenses:
Transaction rebates			(740)						(654)												13.1		%
Section 31 fees			(57)						(43)												32.4		%
Brokerage and clearance fees			(2)						(3)												(27.0)		%
U.S. Equity Derivative Trading Revenues, net			$	289					$	283											1.9		%

Section 31 fees are recorded as U.S. equity derivative and cash equity trading revenues with a corresponding amount recorded in transaction-based expenses. We are assessed these fees from the SEC and pass them through to our customers in the form of incremental fees. Pass-through fees can increase or decrease due to rate changes by the SEC, our percentage of the overall industry volumes processed on our systems, and differences in actual dollar value traded. Section 31 fees increased in the third quarter and the first nine months of 2024 compared with the same periods in 2023 primarily due to higher average SEC fee rates as a result of an increase in the SEC fee rate in May 2024. Since the amount recorded in revenues is equal to the amount recorded as Section 31 fees, there is no impact on our net revenues.

			Three Months Ended September 30,
			2024						2023
U.S. equity options
Total industry average daily volume (in millions)			44.5						39.6
Nasdaq PHLX matched market share			9.4		%				11.0		%
The Nasdaq Options Market matched market share			5.8		%				5.6		%
Nasdaq BX Options matched market share			2.3		%				4.4		%
Nasdaq ISE Options matched market share			6.8		%				5.7		%
Nasdaq GEMX Options matched market share			2.7		%				3.0		%
Nasdaq MRX Options matched market share			3.2		%				2.0		%
Total matched market share executed on Nasdaq’s exchanges			30.2		%				31.7		%
			Nine Months Ended September 30,
			2024						2023
U.S. equity options
Total industry average daily volume (in millions)			43.3						40.4
Nasdaq PHLX matched market share			9.9		%				11.2		%
The Nasdaq Options Market matched market share			5.5		%				6.4		%
Nasdaq BX Options matched market share			2.3		%				3.6		%
Nasdaq ISE Options matched market share			6.7		%				5.8		%
Nasdaq GEMX Options matched market share			2.6		%				2.3		%
Nasdaq MRX Options matched market share			2.6		%				1.7		%
Total matched market share executed on Nasdaq’s exchanges			29.6		%				31.0		%

U.S. equity derivative trading revenues and U.S. equity derivative trading revenues, net increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher industry trading volumes for both periods and higher capture for the third quarter of 2024, partially offset by lower overall matched market share executed on Nasdaq’s exchanges. For the first nine months of 2024 higher capture contributed to the increase in U.S. equity derivative trading revenues, however, for U.S. equity derivative trading revenues, net lower capture partially offset the increase.

Transaction rebates, in which we credit a portion of the execution charge to the market participant, increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher industry trading volumes and rebate capture rate, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges.

Cash Equity Trading Revenues

The following tables present total revenues, transaction-based expenses, and total revenues less transaction-based expenses as well as key drivers and other metrics from our Cash Equity Trading business:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Cash Equity Trading Revenues			$	354					$	316											11.7		%
Section 31 fees			210						50												325.6		%
Transaction-based expenses:
Transaction rebates			(242)						(219)												10.3		%
Section 31 fees			(210)						(50)												325.6		%
Brokerage and clearance fees			(5)						(4)												21.8		%
Cash equity trading revenues, net			$	107					$	93											14.5		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Cash Equity Trading Revenues			$	1,056					$	1,022											3.4		%
Section 31 fees			394						201												96.5		%
Transaction-based expenses:
Transaction rebates			(722)						(708)												1.9		%
Section 31 fees			(394)						(201)												96.5		%
Brokerage and clearance fees			(17)						(15)												15.8		%
Cash equity trading revenues, net			$	317					$	299											6.3		%

See the discussion in "U.S. Equity Derivative Trading" for an explanation of Section 31 fees for the third quarter and first nine months of 2024 as compared with the same periods in 2023.

			Three Months Ended September 30,
			2024						2023
Total U.S.-listed securities
Total industry average daily share volume (in billions)			11.5						10.4
Matched share volume (in billions)			117.4						106.7
The Nasdaq Stock Market matched market share			15.6		%				15.5		%
Nasdaq BX matched market share			0.3		%				0.4		%
Nasdaq PSX matched market share			0.2		%				0.3		%
Total matched market share executed on Nasdaq’s exchanges			16.1		%				16.2		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility			44.7		%				40.2		%
Total market share			60.8		%				56.4		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges			609,167						556,257
Total average daily value of shares traded (in billions)			$	4.1					$	3.6
Total market share executed on Nasdaq’s exchanges			71.6		%				71.6		%
			Nine Months Ended September 30,
			2024						2023
Total U.S.-listed securities
Total industry average daily share volume (in billions)			11.7						11.0
Matched share volume (in billions)			354.3						342.2
The Nasdaq Stock Market matched market share			15.6		%				15.9		%
Nasdaq BX matched market share			0.4		%				0.4		%
Nasdaq PSX matched market share			0.2		%				0.4		%
Total matched market share executed on Nasdaq’s exchanges			16.2		%				16.7		%
Market share reported to the FINRA/Nasdaq Trade Reporting Facility			43.0		%				35.2		%
Total market share			59.2		%				51.9		%
Nasdaq Nordic and Nasdaq Baltic securities
Average daily number of equity trades executed on Nasdaq’s exchanges			645,622						676,132
Total average daily value of shares traded (in billions)			$	4.5					$	4.5
Total market share executed on Nasdaq’s exchanges			72.2		%				70.6		%

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

Cash equity trading revenues and cash equity trading revenues, net increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher U.S. industry trading volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges. Higher capture also contributed to the increase in cash equity trading revenues for the third quarter of 2024 and to cash equity trading revenues, net for the third quarter and first nine months of 2024.

Transaction rebates increased in the third quarter of 2024 compared with the same period in 2023 primarily due to higher U.S. industry volumes. Transaction rebates increased in the first nine months of 2024 compared with the same period in 2023 primarily due to higher U.S. industry volumes, partially offset by lower overall U.S. matched market share executed on Nasdaq's exchanges and lower rebate capture rate. For The Nasdaq Stock Market and Nasdaq PSX, we credit a portion of the per share execution charge to the market participant that provides the liquidity, and for Nasdaq BX, we credit a portion of the per share execution charge to the market participant that takes the liquidity.

U.S. Tape Plans

The following tables present revenues from our U.S. Tape plans business:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
U.S. Tape plans			$	35					$	35											0.9		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
U.S. Tape plans			$	94					$	107											(11.6)		%

U.S. Tape plans revenues were essentially unchanged in the third quarter of 2024 compared with the same period in 2023. U.S. Tape plans revenues decreased in the first nine months of 2024 compared with the same period in 2023 primarily due to lower industry-wide usage volume and the impact of one-time industry-wide adjustments.

Other

Other includes Nordic fixed income trading and clearing, Nordic derivatives and Canadian cash equities trading. The following tables present revenues and a key driver from our Other business:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Other			$	17					$	16											4.9		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Other			$	52					$	50											2.1		%

In the preceding table, other includes transaction rebates of $5 million for the three months ended September 30, 2024 and 2023, $16 million for the nine months ended September 30, 2024, and $15 million for the nine months ended September 30, 2023.

			Three Months Ended September 30,
			2024						2023
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts			213,911						245,986
			Nine Months Ended September 30,
			2024						2023
Nasdaq Nordic and Nasdaq Baltic options and futures
Total average daily volume of options and futures contracts			235,137						298,785

In the tables above, Nasdaq Nordic and Nasdaq Baltic total average daily volume of options and futures contracts include Finnish option contracts traded on Eurex for which Nasdaq and Eurex have a revenue sharing arrangement. The revenue sharing arrangement ended in the fourth quarter of 2023.

Other revenues increased in the third quarter of 2024 compared with the same period in 2023 due to an increase in Canadian cash equities trading and increased in the first nine months of 2024 compared with the same period in 2023 primarily due to an increase in Nordic fixed income trading and clearing revenues and Canadian cash equities trading, partially offset by a decrease in Nordic derivatives revenues.

OTHER REVENUES

For the three and nine months ended September 30, 2024 and 2023, other revenues include revenues related to our Nordic power trading and clearing business, following our announcement in June 2023 that we entered into an agreement to sell this business, which was subsequently terminated in June 2024. While we continue to operate Nordic power trading and clearing and are focused on providing service to our clients, we are evaluating options for this business. Revenues from this business will continue to be reflected in Other Revenues. Prior to June 2023, these revenues were included in our Market Services and Capital Access Platforms segments.

EXPENSES

Operating Expenses

The following tables present our operating expenses:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Compensation and benefits			$	332					$	260											27.5		%
Professional and contract services			36						31												15.0		%
Technology and communication infrastructure			71						58												24.3		%
Occupancy			28						28												0.5		%
General, administrative and other			26						26												1.6		%
Marketing and advertising			11						12												(4.6)		%
Depreciation and amortization			153						64												136.4		%
Regulatory			9						9												(2.3)		%
Merger and strategic initiatives			10						4												193.6		%
Restructuring charges			22						17												29.9		%
Total operating expenses			$	698					$	509											37.3		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Compensation and benefits			$	1,000					$	777											28.7%
Professional and contract services			108						92												17.3%
Technology and communication infrastructure			207						168												23.2%
Occupancy			85						99												(15.0)%
General, administrative and other			84						62												36.5%
Marketing and advertising			34						30												13.4%
Depreciation and amortization			460						198												131.8%
Regulatory			37						27												40.1%
Merger and strategic initiatives			23						51												(54.3)%
Restructuring charges			103						49												109.7%
Total operating expenses			$	2,141					$	1,553											37.9%

The increase in compensation and benefits expense for the third quarter and first nine months of 2024 compared with the same periods in 2023 was primarily driven by increased headcount related to Adenza and higher incentive compensation. The increase in the first nine months of 2024 also includes a pre-tax charge of $23 million resulting from the finalization of the termination of our pension plan.

Headcount, including employees of non-wholly owned consolidated subsidiaries, increased to 9,120 employees as of September 30, 2024 from 6,590 employees as of September 30, 2023, primarily due to our acquisition of Adenza.

Professional and contract services expense increased in the third quarter of 2024 compared with the same period in 2023 primarily due to increased consulting expenses and our acquisition of Adenza. The increase in the first nine months of 2024 compared with the same period in 2023 was primarily due to our acquisition of Adenza.

Technology and communication infrastructure expense increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to an increase in expenses related to the inclusion of Adenza and an increase in investment in technology expense related to our cloud initiatives and software licensing.

Occupancy expense was unchanged in the third quarter compared with the same period in 2023. Occupancy expense decreased in the first nine months of 2024 compared with the same periods in 2023 primarily due to $18 million in impairment charges and exit related costs recorded in the first nine months of 2023 following the abandonment of leased office space, partially offset by an increase in costs related to the inclusion of Adenza office space.

General, administrative and other expense was unchanged in the third quarter compared with the same period in 2023. General, administrative and other expense increased in the first nine months of 2024 compared with the same period in 2023 primarily due to insurance recoveries related to legal matters recorded in the first nine months of 2023, as well as increased expenses related to the inclusion of Adenza and higher travel costs in the first nine months of 2024.

Marketing and advertising expense was essentially unchanged in the third quarter compared with the same period in 2023. Marketing and advertising expense increased in the first nine months of 2024 compared with the same period in 2023 primarily due to higher client incentive spending resulting from higher IPO activity.

Depreciation and amortization expense increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to an increase in amortization related to the intangible assets acquired as part of the Adenza acquisition.

Regulatory expense was unchanged in the third quarter compared with the same period in 2023. Regulatory expense increased in the first nine months of 2024 compared with the same period in 2023 primarily due to the settlement of a previously disclosed SFSA inquiry.

We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years, which have resulted in expenses which would not have otherwise been incurred. These expenses generally include integration costs, as well as legal, due diligence and other third-party transaction costs and vary based on the size and frequency of the activities described above. For the three and nine months ended September 30, 2024 and 2023, these costs primarily relate to the Adenza acquisition. For the nine months ended September 30, 2024, these costs were partially offset by the recognition of a termination fee received by Nasdaq in 2024 related to the termination of the proposed divestiture of our Nordic power trading and clearing business.

Restructuring charges increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 as a result of charges from our Adenza restructuring program and our divisional alignment program.

At the completion of the Adenza restructuring program, we expect to achieve $80 million of net expense synergies. As of September 30, 2024 we have actioned approximately 80% of these net synergies.

The divisional alignment program concluded on September 30, 2024, incurring total pre-tax charges of $139 million over a two-year period, within the projected range of $115 million to $145 million. For further discussion, refer to Note 19, “Restructuring Charges,” in the condensed consolidated financial statements. In addition to significantly boosting the scalability of our platforms, and thus revenue opportunities, we expect to achieve benefits from the 2022 divisional alignment program through combined annual run-rate operational efficiencies of approximately $30 million annually by 2025, of which approximately $10 million was actioned in 2024.

Non-operating Income and Expenses

The following tables present our non-operating income and expenses:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Interest income			$	8					$	72											(88.4)%
Interest expense			(102)						(101)												1.1		%
Net interest expense			(94)						(29)												216.0		%
Other income			1						1												87.4		%
Net income (loss) from unconsolidated investees			1						(12)												(108.3)		%
Total non-operating expense			$	(92)					$	(40)											125.4		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Interest income			$	20					$	86											(76.3)		%
Interest expense			(313)						(174)												79.7		%
Net interest expense			(293)						(88)												232.7		%
Other income (loss)			15						(6)												(372.3)		%
Net income (loss) from unconsolidated investees			7						(8)												(176.7)		%
Total non-operating expense			$	(271)					$	(102)											165.6		%

The following tables present our interest expense:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Interest expense on debt			$	98					$	97											1.0		%
Accretion of debt issuance costs and debt discount			3						3												(0.5)		%
Other fees			1						1												15.3		%
Interest expense			$	102					$	101											1.1		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Interest expense on debt			$	301					$	166											80.6		%
Accretion of debt issuance costs and debt discount			10						6												71.7		%
Other fees			2						2												28.3		%
Interest expense			$	313					$	174											79.7		%

Interest income decreased in the third quarter and first nine months of 2024 compared with the same periods in 2023 due to lower average cash balance.

Interest expense was essentially unchanged in the third quarter of 2024 compared with the same period in 2023. Interest expense increased in the first nine months of 2024 compared with the same period in 2023 primarily due to debt issued in June 2023 to finance the Adenza acquisition. See “Financing of the Adenza Acquisition,” of Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion.

Other income (loss) primarily represents realized and unrealized gains and losses from strategic investments related to our corporate venture program.

Net income (loss) from unconsolidated investees increased in the third quarter and first nine months of 2024 compared with the same periods in 2023 primarily due to higher income recognized from our equity method investment in OCC and lower losses from our equity method investment in Nasdaq Private Market, LLC. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Tax Matters

The following tables present our income tax provision and effective tax rate:

			Three Months Ended September 30,																		Percentage Change
			2024						2023
			($ in millions)
Income tax provision			$	51					$	97											(47.2)		%
Effective tax rate			14.3		%				24.8		%
			Nine Months Ended September 30,																		Percentage Change
			2024						2023
			(in millions)
Income tax provision			$	250					$	262											(4.9)		%
Effective tax rate			24.8		%				23.3		%

For further discussion of our tax matters, see Note 16, “Income Taxes,” to the condensed consolidated financial statements.

NON-GAAP FINANCIAL MEASURES

In addition to disclosing results determined in accordance with U.S. GAAP, we also provide non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share in this Quarterly Report on Form 10-Q. Management uses this non-GAAP information internally, along with U.S. GAAP information, in evaluating our performance and in making financial and operational decisions. We believe our presentation of these measures provides investors with greater transparency and supplemental data relating to our financial condition and results of operations. In addition, we believe the presentation of these measures is useful to investors for period-to-period comparisons of our ongoing operating performance.

These measures are not in accordance with, or an alternative to, U.S. GAAP, and may be different from non-GAAP measures used by other companies. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. Investors should not rely on any single financial measure when evaluating our business. This non-GAAP information should be considered as supplemental in nature and is not meant as a substitute for our operating results in accordance with U.S. GAAP. We recommend investors review the U.S. GAAP financial measures included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the notes thereto. When viewed in conjunction with our U.S. GAAP results and the accompanying reconciliation, we believe these non-GAAP measures provide greater transparency and a more complete understanding of factors affecting our business than U.S. GAAP measures alone.

We understand that analysts and investors regularly rely on non-GAAP financial measures, such as non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share, to assess operating performance. We use non-GAAP net income attributable to Nasdaq and non-GAAP diluted earnings per share because they highlight trends more clearly in our business that may not otherwise be apparent when relying solely on U.S. GAAP financial measures, since these measures eliminate from our results specific financial items that have less bearing on our ongoing operating performance.

The following tables present reconciliations between U.S. GAAP net income attributable to Nasdaq and diluted earnings per share and non-GAAP net income attributable to Nasdaq and diluted earnings per share:

			Three Months Ended September 30,
			2024						2023
			(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq			$	306					$	294
Non-GAAP adjustments:
Adenza purchase accounting adjustment			34						—
Amortization expense of acquired intangible assets			122						37
Merger and strategic initiatives expense			10						4
Restructuring charges			22						17
Net (income) loss from unconsolidated investees			(1)						12
Other loss			1						9
Total non-GAAP adjustments			$	188					$	79
Total non-GAAP tax adjustments			(65)						(24)
Total non-GAAP adjustments, net of tax			$	123					$	55
Non-GAAP net income attributable to Nasdaq			$	429					$	349
U.S. GAAP effective tax rate			14.3		%				24.8		%
Total adjustments from non-GAAP tax rate			7.0		%				0.9		%
Non-GAAP effective tax rate			21.3		%				25.7		%
Weighted-average common shares outstanding for diluted earnings per share			579.0						494.1
U.S. GAAP diluted earnings per share			$	0.53					$	0.60
Total adjustments from non-GAAP net income			0.21						0.11
Non-GAAP diluted earnings per share			$	0.74					$	0.71

			Nine Months Ended September 30,
			2024						2023
			(in millions, except per share amounts)
U.S. GAAP net income attributable to Nasdaq			$	762					$	862
Non-GAAP adjustments:
Adenza purchase accounting adjustment			34						—
Amortization expense of acquired intangible assets			366						112
Merger and strategic initiatives expense			23						51
Restructuring charges			103						49
Lease asset impairments			—						24
Net (income) loss from unconsolidated investees			(7)						8
Legal and regulatory matters			16						(10)
Pension settlement charge			23						—
Other (income) loss			(8)						17
Total non-GAAP adjustments			$	550					$	251
Total non-GAAP tax adjustments			(151)						(76)
Tax on intra-group transfer of IP assets			33						—
Total non-GAAP adjustments, net of tax			$	432					$	175
Non-GAAP net income attributable to Nasdaq			$	1,194					$	1,037
U.S. GAAP effective tax rate			24.8		%				23.3		%
Total adjustments from non-GAAP tax rate			(1.2)		%				1.3		%
Non-GAAP effective tax rate			23.6		%				24.6		%
Weighted-average common shares outstanding for diluted earnings per share			579.0						494.2
U.S. GAAP diluted earnings per share			$	1.32					$	1.74
Total adjustments from non-GAAP net income			0.74						0.36
Non-GAAP diluted earnings per share			$	2.06					$	2.10

We believe that excluding the following items from the non-GAAP net income attributable to Nasdaq provides a more meaningful analysis of Nasdaq’s ongoing operating performance and comparisons in Nasdaq’s performance between periods:

• Adenza purchase accounting adjustment: As discussed in Note 3, “Revenue from Contracts with Customers,” to the condensed consolidated financial statements, during the third quarter of 2024, as part of finalizing the purchase accounting of the Adenza acquisition, a one-time revenue reduction of $32 million was recorded, reflecting the net

impact of the accounting change on AxiomSL subscription revenue from the date of the Adenza acquisition. We have excluded the reduction of $34 million as this relates to the prior year impact of this change from our non-GAAP results. We have not excluded the $2 million offsetting impact of this change as it is related to current year results.

*•*Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Intangible asset amortization expense can vary from period to period due to episodic acquisitions completed, rather than from our ongoing business operations. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses and the relative operating performance of the businesses between periods.

*•*Merger and strategic initiatives expense: We have pursued various strategic initiatives and completed acquisitions and divestitures in recent years that have resulted in expenses which would not have otherwise been incurred. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. These expenses primarily include integration costs, as well as legal, due diligence and other third-party transaction costs. For the three and nine months ended September 30, 2024, and 2023, these costs primarily relate to the Adenza acquisition. For the nine months ended September 30, 2024, these costs were partially offset by the recognition of a termination fee received by Nasdaq in 2024, related to the termination of the proposed divestiture of our Nordic power trading and clearing business.

• Restructuring charges: In the fourth quarter of 2023, following the closing of the Adenza acquisition, our management approved, committed to and initiated a restructuring program, “Adenza Restructuring” to optimize our efficiencies as a combined organization. In October 2022, following our September 2022 announcement to realign our segments and leadership, we initiated a divisional alignment program with a focus on realizing the full potential of this structure. In September 2024, we completed our divisional alignment program. See Note 19, “Restructuring Charges,” to the condensed consolidated financial statements for further discussion of our Adenza restructuring program and our divisional alignment program.

• Net income (loss) from unconsolidated investees: We exclude our share of the earnings and losses of our equity method investments. This provides a more meaningful analysis of Nasdaq’s ongoing operating performance or comparisons in Nasdaq’s performance between periods. See “Equity Method Investments,” of Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

• Other items: We have excluded certain other charges or gains, including certain tax items, that are the result of other non-comparable events to measure operating performance. We believe the exclusion of such amounts allows management and investors to better understand the ongoing financial results of Nasdaq. Other significant items include:

**◦**Lease asset impairments: For the nine months ended September 30, 2023, other items include impairment charges related to our operating lease assets and leasehold improvements associated with vacating certain leased office space, which are recorded in occupancy and depreciation and amortization expense in our Condensed Consolidated Statements of Income.

**◦**Legal and regulatory matters: For the nine months ended September 30, 2024, other items primarily include the settlement of a previously disclosed SFSA inquiry, and accruals related to certain legal matters. For the nine months ended September 30, 2023, other items include insurance recoveries related to certain legal matters. The fine is recorded in regulatory expense and the accruals related to legal matters and insurance recoveries are recorded in professional and contract services and general, administrative and other expense in the Condensed Consolidated Statements of Income.

◦Pension settlement charge: For the nine months ended September 30, 2024, we recorded a pre-tax charge as a result of settling our U.S. pension plan. The plan was terminated and partially settled in 2023, with final settlement occurring during the first quarter of 2024. The loss is recorded in compensation and benefits in the Condensed Consolidated Statements of Income. See Note 9, “Retirement Plans,” to the condensed consolidated financial statements for further discussion.

**◦**Other (income) loss: For the nine months ended September 30, 2024 and 2023 other items include net gains from strategic investments entered into through our corporate venture program, which are included in other income (loss) in our Consolidated Statements of Income. For the three and nine months ended September 30, 2023, other items included certain financing costs related to the Adenza acquisition.

*•*Significant tax items: The non-GAAP adjustment to the income tax provision for all periods primarily includes the tax impact of each non-GAAP adjustment. In addition, for the nine months ended September 30, 2024, tax items also include a one-time net tax expense of $33 million related to the completion of an intra-group transfer of certain IP assets to our U.S. headquarters.

LIQUIDITY AND CAPITAL RESOURCES

Historically, we have funded our operating activities and met our commitments through cash generated by operations, augmented by the periodic issuance of debt. Currently, our cost and availability of funding remain healthy. We continue to prudently assess our capital deployment strategy through balancing acquisitions, internal investments, debt repayments, and shareholder return activity, including share repurchases and dividends.

We expect that our current cash and cash equivalents combined with cash flows provided by operating activities, supplemented with our borrowing capacity and access to additional financing, including our revolving credit facility and our commercial paper program, provides us additional flexibility to meet our ongoing obligations and the capital deployment strategic actions described above, while allowing us to invest in activities and product development that support the long-term growth of our operations.

Principal factors that could affect the availability of our internally-generated funds include:

• deterioration of our revenues in any of our business segments;

• changes in regulatory and working capital requirements; and

• an increase in our expenses.

Principal factors that could affect our ability to obtain cash from external sources include:

• operating covenants contained in our credit facilities that limit our total borrowing capacity;

• credit rating downgrades, which could limit our access to additional debt;

• a significant decrease in the market price of our common stock; and

• volatility or disruption in the public debt and equity markets.

The following table summarizes selected measures of our liquidity and capital resources:

						September 30, 2024						December 31, 2023
						(in millions)
Cash and cash equivalents						$	266					$	453
Financial investments						202						188
Working capital						(375)						71

The decrease in working capital is primarily driven by the reclassification of the 2025 Notes to short-term debt in 2024, partially offset by a decrease in commercial paper, net, as further described below under “Debt Obligations.” The decrease was also driven by a decrease in cash and cash equivalents.

Cash and Cash Equivalents

Cash and cash equivalents includes all non-restricted cash in banks and highly liquid investments with original maturities of 90 days or less at the time of purchase. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy, and alternative investment choices. As of September 30, 2024, our cash and cash equivalents of $266 million were primarily invested in commercial paper, money market funds and bank deposits.

Repatriation of Cash

Our cash and cash equivalents held outside of the U.S. in various foreign subsidiaries totaled $189 million as of September 30, 2024 and $236 million as of December 31, 2023. The remaining balance held in the U.S. totaled $77 million as of September 30, 2024 and $217 million as of December 31, 2023.

Cash Flow Analysis

The following table summarizes the changes in cash flows:

			Nine Months Ended September 30,
			2024						2023
Net cash provided by (used in):			(in millions)
Operating activities			$	1,234					$	1,279
Investing activities			55						(158)
Financing activities			(2,537)						3,019

Net Cash Provided by Operating Activities

Net cash provided by operating activities primarily consists of net income adjusted for certain non-cash items, including depreciation and amortization expense, expense associated with share-based compensation, deferred income taxes and the effects of changes in working capital. Changes in working capital include changes in accounts receivable and deferred revenue which are impacted by the timing of customer billings and related collections from our customers; accounts payable and accrued expenses due to timing of payments; accrued personnel costs, which are impacted by employee performance targets and the timing of payments related to employee bonus incentives; and Section 31 fees payable to the SEC, which is impacted by the changes in SEC fee rates and the timing of collections from customers and payments to the SEC.

Net cash provided by operating activities decreased $45 million for the nine months ended September 30, 2024 compared with the same period in 2023. The decrease was primarily driven by changes in our operating assets and liabilities and timing of various payments and receipts of $(132) million, partially offset by an increase of $87 million driven by the increase in net income adjusted for certain noncash operating activities.

The changes in our operating assets and liabilities primarily included higher receivables, net primarily due to higher Trading Services receivables driven by higher Section 31 fee rate as well as the growth in our index licensing revenues and higher cash outflows from accounts payable and accrued expenses, primarily due to interest paid relating to the senior unsecured notes and the settlement of a legal matter. This was partially offset by lower cash outflows from Section 31 fees payable to SEC due to changes in Section 31 fee rate between the different periods. Non-cash charges in the first nine months of 2024 primarily included $460 million of depreciation and amortization and $105 million of share-based compensation.

Net Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2024 primarily related to net proceeds from sales and redemptions of investments related to default funds and margin deposits of $237 million partially offset by purchases of property and equipment of $147 million, other investing activities primarily related to our corporate venture program of $24 million and purchases of trading securities, net, of $11 million.

Net cash used in investing activities for the nine months ended September 30, 2023 primarily related to purchases of property and equipment of $116 million and net purchases of trading securities of $103 million, partially offset by net proceeds from the sale of investments related to default funds and margin deposits of $64 million.

Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2024 primarily related to a decrease related to our default funds and margin deposits of $1,320 million, dividend payments to our shareholders of $403 million, 2023 Term Loan repayment of $340 million, repayments of our commercial paper, net of $291 million, repurchases of common stock of $145 million and payments related to employee shares withheld for taxes of $56 million.

Net cash provided by financing activities for the nine months ended September 30, 2023 primarily related to $5,011 million proceeds from issuances of senior unsecured notes, in connection with the Adenza transaction, net of debt issuance costs partially offset by a decrease in default funds and margin deposits of $779 million, repayments of our commercial paper, net of $662 million, dividend payments to our shareholders of $314 million, repurchases of common stock of $159 million and payments related to employee shares withheld for taxes of $70 million.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

See “Share Repurchase Program,” and “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program and cash dividends declared and paid on our common stock.

Financial Investments

Our financial investments totaled $202 million as of September 30, 2024 and $188 million as of December 31, 2023. Of these securities, $192 million as of September 30, 2024 and $168 million as of December 31, 2023 are assets primarily utilized to meet regulatory capital requirements, mainly for our clearing operations at Nasdaq Clearing. See Note 6, “Investments,” to the condensed consolidated financial statements for further discussion.

Regulatory Capital Requirements

Clearing Operations Regulatory Capital Requirements

We are required to maintain minimum levels of regulatory capital for the clearing operations of Nasdaq Clearing. The level of regulatory capital required to be maintained is dependent upon many factors, including market conditions and creditworthiness of the counterparty. As of September 30, 2024, our required regulatory capital of $140 million was primarily comprised of highly rated European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.

Broker-Dealer Net Capital Requirements

Our broker-dealer subsidiaries, Nasdaq Execution Services, NFSTX, LLC, and Nasdaq Capital Markets Advisory, are subject to regulatory requirements intended to ensure their general financial soundness and liquidity. These requirements obligate these subsidiaries to comply with minimum net capital requirements. As of September 30, 2024, the combined required minimum net capital totaled $1 million and the combined excess capital totaled $22 million, substantially all of which is held in cash and cash equivalents in the Condensed Consolidated Balance Sheets. The required minimum net capital is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Nordic and Baltic Exchange Regulatory Capital Requirements

The entities that operate trading venues in the Nordic and Baltic countries are each subject to local regulations and are required to maintain regulatory capital intended to ensure their general financial soundness and liquidity. As of September 30, 2024, our required regulatory capital of $38 million was primarily invested in European government bills and mortgage bonds and Icelandic government bonds that are included in financial investments in the Condensed Consolidated Balance Sheets and cash, which is included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Other Capital Requirements

We operate several other businesses which are subject to local regulation and are required to maintain certain levels of regulatory capital. As of September 30, 2024, other required regulatory capital of $25 million, primarily related to Nasdaq Central Securities Depository, was primarily invested in European government debt securities that are included in financial investments in the Condensed Consolidated Balance Sheets.

Equity and dividends

Share Repurchase Program

See “Share Repurchase Program,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of our share repurchase program.

Cash Dividends on Common Stock

The following table presents our quarterly cash dividends paid per common share on our outstanding common stock:

			2024						2023
First quarter			$	0.22					$	0.20
Second quarter			0.24						0.22
Third quarter			0.24						0.22
Total			$	0.70					$	0.64

See “Cash Dividends on Common Stock,” of Note 11, “Nasdaq Stockholders’ Equity,” to the condensed consolidated financial statements for further discussion of the dividends.

Debt Obligations

The following table summarizes our debt obligations by contractual maturity:

						Maturity Date						September 30, 2024						December 31, 2023
Short-term debt:												(in millions)
Commercial paper												$	—					$	291
2025 Notes						June 2025						499						497
Total short-term debt												$	499					$	788
Long-term debt - senior unsecured notes:
2026 Notes						June 2026						499						499
2028 Notes						June 2028						993						991
2029 Notes						March 2029						665						658
2030 Notes						February 2030						664						658
2031 Notes						January 2031						645						645
2032 Notes						February 2032						827						819
2033 Notes						July 2033						681						674
2034 Notes						February 2034						1,240						1,239
2040 Notes						December 2040						644						644
2050 Notes						April 2050						487						487
2052 Notes						March 2052						541						541
2053 Notes						August 2053						738						738
2063 Notes						June 2063						738						738
2023 Term Loan						November 2026						—						339
2022 Revolving Credit Facility						December 2027						(3)						(4)
Total long-term debt												$	9,359					$	9,666
Total debt obligations												$	9,858					$	10,454

In the table above, the 2025 Notes were reclassified to short-term debt as of September 30, 2024, including the balance as of December 31, 2023, for presentation purposes.

For the three and nine months ended September 30, 2024, the weighted average interest rate on our debt obligations was approximately 3.93% and 3.96%, respectively. This rate can fluctuate based on changes in interest rates for our variable rate debts, changes in foreign currency exchange rates and changes in the amount and duration of outstanding debt. In addition to the 2022 Revolving Credit Facility, we also have other credit facilities primarily to support our Nasdaq Clearing operations in Europe, as well as to provide a cash pool credit line. These European credit facilities, which are available in multiple currencies, totaled $189 million as of September 30, 2024 and $191 million as of December 31, 2023 in available liquidity, none of which was utilized.

Financing of the Adenza Acquisition

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

In addition, in connection with the financing of the Adenza acquisition, we entered into the 2023 Term Loan agreement. The 2023 Term Loan provided us with the ability to borrow up to $600 million to finance a portion of the cash consideration for the Adenza acquisition and other amounts incurred in connection with this transaction. On November 1, 2023, we borrowed $599 million, net of fees, under this term loan towards payment of the cash consideration due in connection with the Adenza acquisition. As of September 30, 2024, the term loan was fully repaid.

As of September 30, 2024, we were in compliance with the covenants of all of our debt obligations.

See Note 8, “Debt Obligations,” to the condensed consolidated financial statements for further discussion of our debt obligations.

Contractual Obligations and Contingent Commitments

Nasdaq had no significant changes to our contractual obligations and contingent commitments from those disclosed in “Part I. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report Form 10-K that was filed with the SEC

February 21, 2024.

Off-Balance Sheet Arrangements

For discussion of off-balance sheet arrangements see:

• Note 14, “Clearing Operations,” to the condensed consolidated financial statements for further discussion of our non-cash default fund contributions and margin deposits received for clearing operations; and

• Note 17, “Commitments, Contingencies and Guarantees,” to the condensed consolidated financial statements for further discussion of:

◦Guarantees issued and credit facilities available;

◦Other guarantees; and

◦Routing brokerage activities.